You are entering into a legal Agreement with Deily, Inc., located at:Deily, Inc.
Deily’s services contain copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or applications and code (“Intellectual Property Content”) all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look”, “feel”, “appearance” and “graphic function” of our services, including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of Deily’s services do not confer upon you any license or permission to use our (or any third party’s) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners. Deily grants to you a non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of Deily’s services. This license does not include any resale of Deily’s services, or the content of www.deily.org.
All rights not expressly granted to you in this User Agreement are reserved and retained by Deily, Inc.. No Deily service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Deily. You may not misuse Deily’s service. You may use the service only as permitted by law.
You agree that you can form legally binding contracts under applicable law. Our services is not available to temporarily or indefinitely suspended Deily members. You acknowledge that You are at least 18 years of age. Minors may only use our service with approved permission of parents or guardians.
Your Deily membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. You agree that you will not abuse your membership as a means to sell or market any types of goods or products, unless specifically allowed by Deily.
You are solely responsible for paying all fees incurred by any users of your account as well as all applicable taxes. Some features, including but not limited to, receipt of gifts, on Deily require a payment. Deily charges a 10% fee of the total gift amount received by organizations as compensation for the costs Deily incurs for donor acquisition and marketing, technology and hosting, as well as the collection, processing, and remittance of gifts. Deily remits the net amount of total gifts less its fees, on or before the 10th day of the following calendar month in which the gifts were processed. You authorize Deily to charge any applicable fees to the payment method(s) you provide. Deily reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on the Deily website.
As a registered organization, you irrevocably and expressly authorize Deily to credit any monies to the account that you have identified for use with Deily. You agree that it is your responsibility to maintain a valid, Paypal or bank account on file with us while engaging in activity with Deily’s service. You agree that if you do not maintain a Paypal or bank account on file with us during any billing attempt, you may be subject to interest and penalties per Civil Code Section 9.e.4. You expressly authorize Deily to withhold any monies and/or debit, any monies from any account that you have identified to Deily for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to Deily. We reserve the right to pursue any and all actions and remedies in connection with any monies owed to Deily, Inc..
Deily does not warrant that the mobile service will be compatible with your mobile device or any other piece of hardware, software or equipment. Furthermore you acknowledge that compatibility problems can cause the performance of your mobile device to diminish or fail completely, and may result in permanent damage to your mobile device, and corruption of the software of and files located on your mobile device. Deily shall have no liability should these problems arise. You assume complete responsibility and risk for the use of Deily’s service and mobile applications.
You may only access the service using authorized means. When using Deily’s service on a mobile device, you shall not use the service for any illegal, unauthorized, unintended, or unsafe purpose.
Deily does not pre-screen or regularly review all contributed content. However, Deily has the absolute right (though not the obligation) to remove, without notice, any content posted.
You are solely responsible for any information you provide to us or other users in the registration, or any other use of our service. Your personal information must be true, legal, accurate, and non-fraudulent. You authorize Deily to use the information you supply to us in connection with our service and in accordance with this Agreement. You acknowledge and agree that our service acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post in violation of this Agreement, illegal, threatening, or lewd. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.
You expressly represent and warrant the following:
Deily’s service is self-policed by Deily members via a flagging system that is used to communicate the policies of the Deily User Agreement and flagging policies. A registered user who receives a flag is subject to suspension of their account. Deily reserves the right to edit, amend, or delete any information posted to Deily, if in the sole opinion of Deily, that it is in violation of any policy or the guidelines described in Deily’s mission.
Deily may suspend or permanently remove your account if we suspect that you have engaged in prohibited activities in connection with our service. Deily reserves the right to edit, amend, or delete any prohibited or malicious content that members submit on our website. Members may not manipulate or attempt to manipulate other members’ Deily accounts. bOther prohibited activities include but are not limited to:
We reserve the absolute right to reject or suspend your participation, or remove you from your current participation, with Deily’s service at any time and for any reason or for no reason and without notice to you. An event that may result in the suspension or removal of your participation can include but is not limited to: any circumvention of Deily’s service by you or by others at your direction; your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with an employee, agent, member, or partners; or our knowledge of criminal convictions which we deem to be of risk to the Deily community.
Upon your removal or suspension from Deily’s service, you may petition for reinstatement. Your petition for reinstatement must include a written statement as to why you should be reinstated and an acknowledgement and understanding of previous violations. Your petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a petition does not, in any manner, guarantee that you will be reinstated and we specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate you. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.
You acknowledge that we cannot guarantee the continuous operation of or access to our site, service, or tools including those of 3rd party solution providers. You further acknowledge that operation of and access to our site, service, or tools including those of 3rd party solution providers may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our site, service, and tools including those of 3rd party solution providers at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, warranties of title, fitness for a particular purpose. In addition, to the extent permitted by applicable law, we are not liable, and You agree not to hold Deily responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting indirectly from:
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You.
You agree to indemnify and hold Deily and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of Deily’s service.
Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by Deily to collect our fees and/or recover damages for, or obtain an injunction relating to Deily’s operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
Deily’s service contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks”) owned or licensed for use by Deily, Inc. . Unless otherwise agreed to in an Addendum to this Agreement, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and You shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Deily’s service without express written consent. You may not use any meta tags or any other “hidden text” utilizing Deily’s name or trademarks without the express written consent of Deily, Inc. You shall not use or register any domain name that is identical to or similar to any of the Marks.
Deily uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers (SSL). We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our service can be interrupted by numerous factors outside of our control.
THIS AGREEMENT AND YOUR USE OF THE SERVICE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of Deily’s services at various places throughout the all of Deily’s Services. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth in those additional terms shall govern.
This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole, and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement.
The section headings used herein are for convenience only and shall not be given any legal import.