Terms of Service
Welcome and thank you for visiting the alpha version of Dipity.com (the "Dipity Site"), a website owned and operated by Underlying Inc. ("Underlying" or "Dipity"). By using or accessing the Dipity Site and the services provided through or accessed on the Dipity Site (collectively, the "Dipity Services"), you are agreeing to be bound by the following terms and conditions ("Terms of Service"), and in return, Dipity grants you a limited, non-exclusive, personal, and non-transferable license to use and access the Dipity Site and the Dipity Services.
If you do not agree to these Terms of Service please do not access the Site. You agree that these Terms of Service and the Dipity Services are subject to change and that Dipity may change its Terms of Service, or even cease operations altogether. Because any changes to the Terms of Service will be effective when posted, we recommend that you periodically check this Site for changes.
- You must comply with all the terms of these Terms of Service in order to use the Dipity Services.
- You must be 13 years or older to use the Dipity Services.
- If you create a login and apply for an account to use the Dipity Services (a "Dipity Account"), you must provide complete and accurate registration information, and you are responsible for any activity that occurs under your username or account.
- You are responsible for keeping your account and password secure.
- You must not modify, adapt, create derivative work of, reverse engineer, hack, interfere, disrupt or attempt to gain unauthorized access the Dipity Site or the Dipity Services (including any of its subpages or software provided on or through the Dipity Site) or modify another website so as to falsely imply that it is associated with Dipity.
- You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, or links ("Content") that you submit, post, display and/or distribute on or through the Dipity Services.
- You must not use the Dipity Services to harass, threaten, abuse, intimidate, impersonate, or otherwise violate any legal rights (including rights of privacy and publicity) of others.
- You must not disseminate, store or transmit viruses, trojan horses or other malicious code or program.
- You must not create, submit, disseminate, or transmit any unwanted email ("Spam") to any of Dipity's members.
- You must not use the Dipity Services for any illegal, unauthorized or commercial purpose.
- You must not, in the use of the Dipity Services, violate any laws in your jurisdiction (including, but not limited to, proprietary rights and copyright laws). International users agree to comply with all local laws regarding online conduct and acceptable content.
Violation of any of these Terms of Service will result in the termination of your Dipity Account. While Dipity prohibits such conduct and content on its Dipity Site, you understand and agree that Dipity cannot be responsible for the Content posted on its Dipity Site by members, and you nonetheless may be exposed to such materials and that you use the Dipity Services at your own risk.
Basic Conditions of Use
- Dipity reserves the right to modify, alter or terminate the Dipity Services or these Terms of Service for any reason or no reason, without notice, at any time. If the alterations constitute a material change, as determined by Dipity in its sole discretion, Dipity will notify you via internet mail.
- Dipity reserves the right to refuse service to anyone for any reason at any time.
- Dipity may, but have no obligation to, remove Content and accounts containing Content that Dipity determine in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
- Links initiated at the Dipity Site may unintentionally lead to other sites containing information that you may find inappropriate or offensive; sites which contain inaccurate information, false or misleading advertising; or sites containing information which violates copyright, libel or defamation laws. Dipity encourages you to use discretion when using such links.
- These Terms of Services are effective as of the time you first access the Dipity Site and shall continue in full force and effect until terminated as follows:
- You may terminate your Dipity Account for any reason or no reason at any time. In the event you have registered for a Dipity Account to use the Dipity Services, once you terminate your membership, you shall have no further rights or privileges to use the Dipity Services; or
- Dipity may terminate your Dipity Account and access to or use of the Dipity Services for any reason or no reason, with or without notice, at any time.
Your Representations and Warranties
- Your Dipity Account. You agree to be solely responsible for any authorized or unauthorized access to your account by any person. You expressly agree that you are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Dipity Services.
- Your Representations and Warranties. You represent and warrant to Dipity that: (i) you are over the age of thirteen (13) have the power and authority and to comply with the terms of these Terms of Services and to perform your obligations under the terms of these Terms of Service; (ii) you will comply with all terms and conditions of these Terms of Service; (iii) you have provided and will provide accurate and complete registration information; (iv) each time you upload Content on the Dipity Site, you own or otherwise control the rights or have the necessary consents to do so.
- Advertisements. Dipity may run advertisements and promotions on the Dipity Services. By using the Dipity Services, you agree that Dipity has the right to run such advertisements and promotions. The manner, mode and extent of advertising by Dipity on the Dipity Services are subject to change in Dipity's sole discretion.
Intellectual Property and Proprietary Rights
- Dipity's Proprietary Rights. The entire contents of the Dipity Site (including all contents contained therein) are copyrighted as a collective work under the laws of United States and other copyright laws. Dipity holds the copyright in the collective work. The collective work includes works that are the property of the information providers which are also protected by copyright and other intellectual property laws. Any redistribution retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Dipity Site. Unless there is a written agreement between you and Dipity, you understand and agree that nothing in these Terms of Service gives you the right to use Dipity's trademarks, tradenames, service marks, logos, domain names, and any other distinctive brand features.
- Your Content. Dipity claims no intellectual property rights over the material you provide to the Site. Your Content remains yours. You can remove Content you submitted at any time.
- You give Dipity permission to use your Content. By submitting any Content to the Dipity Site, you agree to grant Dipity and its users permission to access and use your Content. You hereby grant to Dipity a worldwide, assignable, non-exclusive, sublicensable, royalty-free license to publish, use, reproduce, distribute, transmit, adapt, modify, create derivative of, provide user access to, publicly perform and publicly display, in every manner and medium now or hereafter known, any and all Content (in whole or in part) solely for the purpose for which such Content was submitted. The foregoing license shall be in effect for so long as such Content remains on the Dipity Site, and will terminate at the time you or Dipity removes such Content from the Dipity Site. Dipity shall have no obligation to use or take any action with respect to any Content.
- Third Party Rights. You acknowledge and agree that content contained in merchant sites, sponsor advertisements or information presented to you through the Dipity Services or advertisers is protected by applicable copyrights, trademarks, service marks, patents or other proprietary rights and laws.
- You can notify Dipity of possible copyright infringement. We will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide us with the following:
- A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Dipity Site reasonably sufficient to permit Dipity to locate the material;
- Your contact information, including your address, telephone number, and email;
- A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
- Your Comments. By submitting ideas, comments, suggestions, documents, and/or proposals ("Comments") to Dipity through the Dipity Services, you agree to grant Dipity permission to use or disclose (or choose not to use or disclose), without any restriction or limitation, any such Comments for any purpose, in any way, in any media worldwide. In order to allow Dipity to use your Comments, you acknowledge and agree that: (a) Dipity is not under any obligation of confidentiality, express or implied, with respect to such Comments; (b) Dipity may have under consideration or in development something similar to such Comments already; and (c) you are not entitled to any compensation or reimbursement of any kind from Dipity under any circumstances for such Comments.
Limitations and Exclusions
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO ONLY THE LIMITATIONS AND EXCLUSIONS BELOW WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND DIPITY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT OF THE LAW.
- Disclaimer of Warranties.
- DIPITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, IN RELATION TO THE SITE OR THE SERVICES.
- DIPITY DISCLAIMS (A) ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR AVAILABILITY OR OPERABILITY OF INFORMATION OR MATERIALS DISPLAYED ON THE DIPITY SITE OR ANY OF ITS SUBPAGES; (B) ANY AND ALL RESPONSIBILITY FOR THE CONDUCT OF ANY USER OF THE SITE OR ANY VISITOR OF THE DIPITY SITE; (C) ANY AND ALL RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; AND (D) ANY AND ALL RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL ON THE INTERNET THROUGH THE DIPITY SITE OR ANY OF ITS SUBPAGES.
- YOUR USE OF THE DIPITY SERVICES AND THE DIPITY SITE (INCLUDING ANY CONTENT PROVIDED ON OR THROUGH EITHER THE DIPITY SERVICES OR THE DIPITY SITE) IS AT YOUR SOLE RISK. THE DIPITY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DIPITY MAKES NO WARRANTY THAT THE DIPITY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR WILL IN ANYWAY MEET YOUR REQUIREMENTS OR EXPECTATIONS. SINCE THE DIPITY SERVICES IS IN ITS ALPHA VERSION, IT DOES CONTAIN BUGS AND IT WILL PRODUCE ERRORS.
- Limitation of Liability.
- UNDER NO CIRCUMSTANCES WILL DIPITY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE DIPITY SITE, THE SERVICES, THE USE OF THE DIPITY SITE OR THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, (I) YOUR USE OR INABILITY TO USE THE DIPITY SITE AND/OR THE SERVICES; (II) ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE DIPITY SITE AND/OR THE SERVICES; (III) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (IV) ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED; (V) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE DIPITY SITE AND/OR THE SERVICES; OR (VI) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE DIPITY SITE AND/OR THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT OR OTHERWISE, AND WHETHER OR NOT DIPITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON DIPITY, THE DIPITY SITE AND/OR THE SERVICES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
- IF YOU ARE DISSATISFIED WITH THE DIPITY SITE AND/OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE DIPITY SITE AND/OR THE SERVICES.
YOU AGREE TO HOLD HARMLESS AND INDEMNIFY DIPITY, ITS STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY ACTION, CAUSE CLAIM, SUIT, JUDGMENT, DAMAGE (ACTUAL AND CONSEQUENTIAL), DEBT, DEMAND, EXPENSE OR LIABILITY (INCLUDING REASONABLE COSTS AND ATTORNEY'S FEES) OF EVERY KIND AND NATURE, ASSERTED BY ANY PERSON, ARISING FROM OR IN ANY WAY RELATED TO (I) THE CONTENT YOU SUBMIT, TRANSMIT, POST OR OTHERWISE MAKE AVAILABLE THROUGH THE SERVICES; (II) ANY VIOLATION BY YOU OF THESE TERMS OF SERVICES; OR (III) ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER.
- The terms of the sections labeled "Basic Conditions of Use," "Intellectual Property and Proprietary Rights," "Limitations and Exclusions," "Indemnification," and "Miscellaneous" shall survive any termination or expiration of these Terms of Services.
- These Terms of Services shall be governed by and construed in accordance with the laws of the State of California. You and Dipity agree to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from the Terms. Notwithstanding the foregoing, you agree that Dipity shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. This Website is controlled and operated from within the United States. Dipity makes no representation that the Website is appropriate or available in locations outside the United States. Those who choose to access the Website from other locations do so at their own risk and are responsible for compliance with applicable laws.
- No waiver of any term, provision or condition of these Terms of Service in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. You agree that if Dipity does not exercise or enforce any legal right or remedy which is contained in the Terms of Service (or which Dipity has the benefit of under any applicable law), this will not be taken to be a formal waiver of Dipity's rights and that those rights or remedies will still be available to Dipity.
- These Terms of Services constitutes the complete and exclusive statement of the agreement between the parties with respect to the Dipity Site and the Dipity Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Dipity Site and the Dipity Services.
- If any action in law or in equity is necessary to enforce the terms of these Terms of Service, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
- The provisions of these Terms of Services are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
- No provisions of these Terms of Services are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to these Terms of Service; except that section labeled "Indemnification" is intended to benefit Dipity and its stockholders, officers, directors, employees, and agents.
- Dipity may assign its rights and duties under these Terms of Services to any party at any time without notice to you. You may not transfer or assign any of your rights and duties under these Terms of Service without the prior written consent of Dipity.
- You agree that Dipity may provide you with any notices by e-mail, regular mail, or postings through the Dipity Site.