Terms of Use
This is a legally binding agreement. Please read these terms and conditions carefully. By using this Software, you acknowledge your agreement to be bound by the terms and conditions of this agreement. You must be at least 18 years of age or older to use the Software.
This agreement states the terms and conditions for your use of the Software made available through this website (the “Software”) provided to you by David & Company, Ltd (“D&C”). Please read these terms carefully.
You represent that the information entered into the Software is true and complete. Such information is incorporated in and made a part of this agreement.
D&C hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software only as specifically set forth in this agreement. D&C reserves for itself and its licensors any rights not expressly granted in this agreement.
You acknowledge that the Software is provided to you and D&C may terminate this agreement and the license granted in this agreement at any time with or without notice to you by disabling your access to the Software. You may terminate this agreement at any time upon written notice to D&C.
You acknowledge and agree that you do not acquire any ownership rights to the Software through this agreement or by your use of the Software. D&C and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Software and all intellectual property and proprietary rights therein. You acknowledge that you may suggest improvements and/or communicate to D&C ideas, inventions, discoveries, or concepts (“Ideas”) related to the Software and that you and D&C may discover or create the Ideas jointly, and you agree that any such Idea shall be and remain solely the property of D&C and/or its licensors and may be used and sold, licensed, or otherwise provided by D&C and/or its licensors to third parties, or published or otherwise publicly disclosed, in D&C’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to D&C any and all of your right, title, and interest in and to any such Ideas.
In order for D&C to provide the Software, you grant to D&C a non-exclusive right and license to use, copy, distribute, display, and transmit information you enter into the Software solely to the extent necessary for providing the Software services. The Software maintains certain personally identifiable information about you, and it facilitates communication between you and D&C. Except as otherwise required by law or court order or as described in D&C’s privacy policies, D&C will not use or disclose any such information for any purpose other than to provide the Software services and for D&C’s proper business management and administration. The foregoing notwithstanding, D&C may compile (or permit its licensors to compile) statistical data relating to your use of the Software, or other aggregated or de-identified data, so long as such statistical data does not identify you. You hereby assign to D&C any and all of your rights, title, and interest in and to such statistical data.
You hereby authorize D&C, its affiliates, and their respective employees, agents, and contractors to initiate electronic communications by e-mail, telephone (including to cellular phone numbers), text messages (SMS or MMS), and short code messaging to cellular phone numbers that are provided through the Software or as part of the registration process on the Software to provide updates or other purposes related to the Software and services provided by D&C. Your carrier may charge for these incoming calls or messages. You consent to such communications, which may occur by use of an automatic telephone dialing system. Telephone calls may be recorded, standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages, and you agree to be responsible for all such charges. Do not submit your information if you do not
You hereby authorize D&C, its affiliates, and their respective employees, agents, and contractors to initiate electronic communications by e-mail, telephone (including to cellular phone numbers), text messages (SMS or MMS), and short code messaging to cellular phone numbers that are provided through the Software or as part of the registration process on the Software to provide updates or other purposes related to the Software and services provided by D&C. Your carrier may charge for these incoming calls or messages. You consent to such communications, which may occur by use of an automatic telephone dialing system. Telephone calls may be recorded, standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages, and you agree to be responsible for all such charges. Do not submit your information if you do not consent to being contacted by telephone, text, or email. We may also provide you with information we believe is relevant to you about the services we provide, or that our partners provide. You have the right to opt-out of all marketing emails that you receive from us by clicking the “unsubscribe” button located at the bottom of our emails. However, you may not be able to unsubscribe from transactional emails sent from us to you regarding your account with us. To opt-out of the SMS Alerts program, a subscriber can send or text STOP, END, QUIT, CANCEL or UNSUBSCRIBE to the short code or long code the message was sent from. An unsubscribe message will be sent to their number confirming the cancellation.
You may not do any of the following: (i) rent, lease, resell, assign, or otherwise transfer rights or access to the Software; (ii) distribute, copy, reproduce, display, republish, or transmit any portion of the Software; (iii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software or any Software or programming related thereto; (iv) “frame” or “mirror” any portion of the Software; (v) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Software; (vi) use any device, Software , methodology, or routine to interfere with the proper working of the Software or servers or networks connected to the Software; (vii) access data of which you are not an intended recipient or log into a server or account on a network related to the Software that you are not expressly authorized to access; (viii) harvest or collect information about other Software users; (ix) restrict or inhibit any other person from using the Software, including by means of “hacking” or defacing any portion of the Software; or (x) attempt to do, or assist anyone else with doing or attempting, any of the foregoing.
Laws regarding the transmission of personal information may vary from one state to another in the United States and from one country to another. You agree that you will use the Software only in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and that your use of the Software is subject to all applicable local, state, national, and international laws and regulations.
THE SOFTWARE AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SPONSOR, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE OR ANY PART OF IT, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SPONSOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE.
NEITHER D&C NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE YOUR RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER SPONSOR WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND IN NO EVENT SHALL SPONSOR’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SOFTWARE AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $50. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations and disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty or limitation of liability, the scope and duration of such warranty and the extent of such liability shall be the minimum permitted under such applicable law.
You agree to indemnify and hold harmless D&C, its licensors, and their respective officers, directors, employees, and agents for any violation by you of the terms of this agreement.
YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE SOFTWARE.
This agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Except as otherwise expressly provided herein, this agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement. If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected and the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.
This Agreement shall be construed and enforced in accordance with the laws of the state of Minnesota (other than its conflicts of law provisions).
You may not assign this agreement or any of the rights or licenses granted under this agreement. Any attempted sublicense, transfer, or assignment in violation of this agreement is void.
D&C’s licensor that provides the Software to D&C so that D&C may make it available to you, David & Company, Ltd, is intended to be, and shall be, a third-party beneficiary of this agreement with the right to enforce this agreement against you.
