Thank you for selecting the Services offered by Diaspark, Inc. and/or its subsidiaries and affiliates (referred to as “Diaspark”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Diaspark. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.
This Agreement describes the terms governing your use of the Diaspark Services. It includes by reference:
- Diaspark’s Privacy Statement
- Additional terms and conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
- You can form a binding contract with Diaspark;
- You are not a person who is prohibited from receiving the Services under the laws of the United States or any other applicable jurisdiction; and
- You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
2. YOUR RIGHTS TO USE THE SERVICES
- 2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Diaspark. Diaspark reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Diaspark grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
- 2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
- Decompile, disassemble, or reverse engineer the Services.
- Make the Services available on any file-sharing or application hosting service.
For Services offered on an advance payment and/or monthly maintenance plan basis, the following terms apply, unless Diaspark or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
- Payments will be billed to you in U.S. Dollars
- You must pay with one of the following:
- 1. Sufficient funds in a bank account to cover an electronic debit of the payment due; or
- 2. By another payment option Diaspark provides to you in writing.
- If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
- Diaspark will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.
4. DATA PROCESSING AND PRIVACY
Data Processing and Privacy.
- Diaspark is the controller of the personal information it processes about you when you use the Services and
- You acknowledge that Diaspark will process your personal information as described in our Privacy Statement when you use our Services.
5. CONTENT AND USE OF THE SERVICES
- 5.1 Responsibility for Content and Use of the Services.
- a. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Diaspark a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Diaspark is not responsible for any of your Content that you submit through the Services.
- b. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
i. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, denigrating, demeaning, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law; ii.Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public; iii.Virus, Trojan horse, worm or other disruptive or harmful software or data; and iv.Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
- 5.2 Restricted Use of the Services.
a. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Diaspark or could subject Diaspark to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Diaspark’s opinion, is prohibited under this Agreement; (v) any other activity that places Diaspark in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of a Diaspark system or network or to breach Diaspark’s security or authentication measures, whether by passive or intrusive techniques. Diaspark reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
6. ADDITIONAL TERMS
- 6.1 We may tell you about other Diaspark Services. You may be offered other services, products, or promotions by Diaspark (“Diaspark Services”). Additional terms and conditions and fees may apply. With some Diaspark Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.
- 6.2 Communications. Diaspark may be required by law to send you communications about the Services or third party products. You agree that Diaspark may send these communications to you via email or by posting them on our websites
- 6.3 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Diaspark if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7. DISCLAIMER OF WARRANTIES
- 7.1 Your use of the services, software, and content is entirely at your own risk. Except as described in this agreement, the services are provided “as is.” to the maximum extent permitted by applicable law, diaspark, its affiliates, and its and their third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the services. Diaspark and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.
- 7.2 Diaspark, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.
8. Limitation of liability and indemnity.
To the maximum extent permitted by applicable law, the entire liability of diaspark, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, diaspark, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, exemplary, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet diaspark systems requirements. The above limitations apply even if diaspark and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of diaspark, its affiliates and your exclusive remedy with respect to the services and its use.
You agree to indemnify and hold Diaspark and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Diaspark reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Diaspark in the defense of any Claims.
We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
Diaspark may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Diaspark policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Diaspark’s interests or those of another user of the Services. Upon Diaspark notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Diaspark’s rights to any payments due to it. Sections 2.2, 3 through 12 will survive and remain in effect even if the Agreement is terminated.
11. GOVERNING LAW AND JURISDICTION.
This Agreement will be governed by the laws of the State of New Jersey, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Diaspark’s or its Suppliers’ intellectual property rights may cause Diaspark irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Diaspark shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Diaspark’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of New Jersey, United States and you agree that you will procure that any third party making a claim against Diaspark arising out of this Agreement shall bring such claim exclusively in the New jersey courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
Diaspark does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Diaspark prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
12. GENERAL. This Agreement, is the entire agreement between you and Diaspark regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You may not assign or transfer this Agreement to anyone without written approval of Diaspark. However, Diaspark may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Diaspark or (c) a successor by merger. Any assignment in violation of this Section shall be void.