DIGITAL DEETS LLC
A COLORADO LIMITED LIABILITY COMPANY
- Services: The Company provides a multilingual communication platform for educators to assist their students in their learning environment, including the Company’s Site and App, which are collectively defined as the “Service” or the “Services.” The Services are designed to facilitate conversations, reduce language barriers, and otherwise improve communication among Users. The multilingual capabilities allow some languages to be machine translated powered by Google Translate and disseminated to Users. The Services act as a central hub where Users can keep up to date on school happenings and access other information.
- Types of Users:
- Teachers: Direct educators in schools (“Teachers”).
- Translators: Individuals who translate from one language to another through the Services (“Translators”).
- Volunteers: Employees, parents, third-party affiliates, contractors and other individuals authorized to use the Services by the School to assist Users (“Volunteers”).
- School Administrators: Non-Teacher employees of a School that are authorized by that School to use and manage the Services on its behalf (“Site Administrators”).
- Site Administrators: Technical personnel who manage each School’s account (“Site Administrators”)
- Parents: People whose children are enrolled in a School or the legal guardians of children who are enrolled in school (“Parents”).
- School: Institutions for learning that use the Services.
- Teachers, Translators, Volunteers, Site and Schools Administrators, Parents and other users of the Services are referred to collectively as “Users” or “you” or “User.”
- A User may have only one User account. While a Teacher may also be a Translator or a Parent, each User may only have one User account. Thus, each User should select the type of account that most suits the way that they plan to use the Services when enrolling in the Services.
- Students: Children enrolled in a School (“Students”) are strictly forbidden from using the Services, and cannot attempt to create an account on the Services as a Teacher, Translator, Volunteer, Administrator, Parent or any other type of User. Any Student who attempts to create an account through the Services will immediately have that account terminated.
- No Agent Relationship: The Company provides the Services in Section A. The Services do not create an agency relationship with Users or any other form of relationship that would bind or make the Company liable for the actions of its Users.
- Content, Definition: Content includes text, images, photos, audio, video, location data, and all other forms of data or communication, as well as designs, graphics, information, logos, software, audio files and computer code.
- User Representations and Eligibility to Use Services: Each User represents and warrants the User: (1) has the authority and capacity to enter this Agreement, (2) if acting on behalf of an entity, the User has the authority to act on behalf of that entity (3) Users under 18 years of age are not eligible to use the Services. Users suspended from using the Services are not eligible to use the Services. The Company reserves the right to refuse use of the Services to User and to reject, cancel, interrupt, remove or suspend any User or use of the Services at any time for any reason without liability.
- Truthfulness of Information: All information User submits when using the Services is complete, accurate and truthful. User will maintain the completeness, accuracy and truthfulness of such information.
- User Responsibilities, Content: User represents and acknowledges that he or she alone is responsible for any Content he or she posts, transmits, sends, or otherwise provides on or through the Services. User shall not post defamatory, inaccurate, abusive, obscene, racially offensive, pornographic, harassing, or illegal material, or any material that infringes on the rights of any third party.
- Right to Delete Content: Company reserves the right to delete or remove Content from the Services for any reason, with or without notice, depending on the nature of the objectionable material and the degree to which it is objectionable. The Company reserves the right to delegate this right to the Schools, as necessary.
- Prohibited Activities: Prohibited activities Users shall not engage in include but are not limited to:
- Users shall not send promotions, advertisements or other communications to Users when laws, regulations or other rules ban such action;
- Use the Services for any unlawful activities, whether unlawful under state, federal, or local laws;
- Contact any User after that User has requested that they no longer contact them or in violation of any legal prohibition restricting any User from contacting any person;
- Use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
- Access another User’s account without permission;
- Publish or allow to be published malicious code intended to damage another User’s mobile device, browser, or computer;
- Provide material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
- Spam the comments sections of other Users with offers of goods and services or inappropriate messages;
- Provide video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
- Publicize or promote commercial activities without the Company’s prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
- Use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Service is strictly prohibited;
- User will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service; or
- Solicit passwords or personal identifying information for commercial or unlawful purposes from other Users or disseminate another person’s personal information without his or her permission.
- Account Security: You are responsible for maintaining the confidentiality of the Username and password you designate during the registration process, and you are solely responsible for all activities that occur under your Username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your Username or password or any other breach of security at firstname.lastname@example.org and ensure that you log out from your account at the end of each session.
- No Infringement: User agrees that the Company’s Services may contain proprietary information and material that is owned by the Company and is protected by applicable intellectual property and other laws, including but not limited to trademark, copyright, and patent or trade secret laws. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these terms or otherwise in writing by an authorized agent of the Company. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way. In no way should your use of the Services be construed to diminish the Company’s intellectual property rights or be construed as to provide User a license or the ability to use the Services in any context other than as expressly permitted under this Agreement.
- No Right to Use Content: The Services are only for the uses specified in this Agreement. Users may not use the Services or any Content contained in the Services (including, but not limited to, Content of other Users, designs, text, graphics, images, video, information, logos, software, audio files and computer code) in connection with any commercial endeavors outside of this Agreement, such as (i) advertising or soliciting any User to buy or sell any products or services not listed on the Site (ii) soliciting others to attend parties or other social functions, or networking, for commercial purposes. Users of the Services shall not use any information obtained from the Services to contact, advertise to, solicit, or sell to any other User or person outside of the Site. The Company reserves the right to investigate and take any available legal action in response to illegal and/or unauthorized uses of the Services, including collecting Usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Services.
- DMCA Violations: If you believe any Content on this Site infringes on your copyright, you may request removal of the Content by contacting the following address: email@example.com. The Company will respond to all requests as quickly as possible and to the best of its ability given its limited resources.
E. User’s Intellectual Property
- Use of User Content: We may use Content any User submits in a number of different ways, including reformatting it, incorporating it other works, and creating derivative works from it. As such, you hereby irrevocably grant us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content for any purpose.
- Changes to User Content: You grant us the right when we use the Content that we can make changes, including but not limited to, editing, translating,reformatting, excerpting, and deleting or truncating it.
- User’s Ownership of Content: Your warrant that Content will not contain third-party copyrighted material or material that is subject to a third-party’s proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and can grant the Company all the license rights outlined here. If the Services or its Users exploit or make use of your submission in the ways contemplated in this Agreement, you promise that this will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- User’s Responsibility for any Royalties or Licensing on User’s Content:You will pay all royalties and other amounts owed to any person or entity based on your Content, or on the Site’s hosting of that Content.
- User is Solely Responsible:All information submitted to the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated. The Company will not be liable for any errors or omissions in any content.
- Right and Grounds to Terminate User Access: To protect the Company and its Users, the Company reserves the right to terminate or block the User’s access to the Services at any time, with or without cause. For cause reasons that a User’s access may be terminated include but are not limited to:
- Should User violate any of the provisions of this Agreement,
- The User posts Content that violates this Agreement and refuses to immediately remove such Content after notice,
- The User is hinders or interferes with the Company in providing its Services,
- If you fail to show proper etiquette to other Users or the Company,
- If you fail to provide payment for the Services in accordance with this Agreement,
- If you make misrepresentations, lie or deceive the Company and in doing so induce the Company to enter into this Agreement, or
- If a School, in its sole discretion, decides to terminate your access,
- If you make misrepresentations, lie or deceive other Users when using the Services.
- Upon Termination: The Company, at its sole discretion, without notice to User, may: (a) terminate the User’s account, while the User remains liable for all amounts due until and including to the scheduled date of termination; and/or (b) terminate all access to the Services and (c) preclude access to the Services (or any part thereof), and (d) payments that would otherwise be due to a User may not be paid. Termination does not relieve you of your obligation to pay any fees associated with your use of the Services. To the extent there are any payments remaining for the Services, those payments will be accelerated and due immediately.
- Survival: All provisions of this Agreement that by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, limitations of liability and indemnification.
G. Disclaimer of Warranties, Limitation of Liability, and Indemnification
- Disclaimer of Warranties: ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, THE COMPANY AND SITE DO NOT MAKE ANY WARRANTIES OR REPRESENATIONS ON BEHALF OF ITS USERS.
- Disclaimer of Liability: THE COMPANY ASSUMES NO LIABILITY AND IS NOT RESPONSIBLE FOR CONDUCT OR ACTIONS OF USERS OR ANY OTHER PARTY, WHETHER CONDUCTED ONLINE OR OFFLINE, OR FOR LIABILITY INCURRED THROUGH ACCIDENTS, PRODUCTS LIABILITY, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT MAY RESULT FROM INTERACTIONS BETWEEN USERS. IN NO EVENT SHALL THE COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM USE OF SERVICES PROVIDED BY THE COMPANY, WHETHER OR NOT USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF SERVICES PROVIDED BY THE COMPANY. THE COMPANY IS NOT LIABLE FOR ANY ERRORS OR OMISSIONS IN TRANSLATIONS PROVIDED BY HUMAN OR MACHINE TRANSLATORS. THE COMPANY ASSUMES NO LIABILITY FOR THE ACTIONS OF ITS USERS, WHETHER THE RESULT OF ACCIDENT, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT RESULT FROM INTERACTIONS BETWEEN USERS.
- Assumption of Risk: USERS assume all risk related to or arising out of your use of the Services, whether online or offline. User further agrees to WAIVE, RELEASE, AND DISCHARGE from any and all claims of any kind, which arise out of or relate to User’s use of the Services; User AGREES NOT TO SUE the Company and its constituents for any of the claims, costs or liabilities waived, released or discharged herein; and User shall INDEMNIFY, DEFEND, and HOLD HARMLESS the Company and its constituents from any claims made or liabilities assessed against them as a result of User’s use of the Services.
- Indemnification: To the fullest extent permitted by law, User shall indemnify and hold harmless the Company, and agents and employees of the Company from and against claims, damages, losses and expenses, from any misrepresentations made under this Agreement, and also for those directly or indirectly arising out of User’s use of the Service, User’s violation of this Agreement, or the infringement by User or any third party using User’s account of any intellectual property or other right of any person or entity. The User understands the meaning and legal consequences of the representations and warranties made by the User herein, and agrees to indemnify and hold harmless the Company and each of its respective affiliates, and each of the respective directors, officers, principals, employees, counsel, agents, successors and assigns, if any, of each of the foregoing, from and against any and all loss, damage, liability or expense (including, without limitation, attorney’s fees) arising out of, due to, relating to, or in connection with, in each case in whole or in part, any misrepresentation made by the User of this Agreement, or any other agreement, instrument, or other document, any failure by the User to fulfill any of its covenants or agreements set forth herein or therein including but not limited to reasonable attorneys’ fees, arising out of or resulting from performance under this Agreement.
H. Multiple Accounts
- Prohibition Against Multiple Accounts: Multiple User accounts held by the same individual, entity or a party that is affiliated with such individual or entity, are subject to immediate termination unless expressly authorized in writing by the Company.
I. Beta Features
- Beta Features, Definition:Some features of the Service or the entire Service may be identified as being new and unsupported alpha or beta programs (“Beta Features”).
- Disclaimer, No Warranties: Although the Services are provided “as is” and no warranties or guarantees are made with respect to the Services to the fullest extent permitted by law, for purposes of clarification it is reiterated here that Beta Features are, by definition, new, not-as-well-tested, and more susceptible to bugs and errors.
- Confidential: Users shall not disclose to any third party any information from Beta Features, the existence of non-public Beta Features or access to Beta Features. All Beta Features shall be considered the Company’s Confidential Information.
- Other Party’s Content: Our Services display some content that is not the Company’s, including links to third party sites or services such as Facebook and content posted by other Users. This content is the sole responsibility of the entity that makes it available. The Company may review content to determine whether it is illegal or violates the Company’s policies, and the Company may remove or refuse to display content that the Company reasonably believes violates the Company’s policies or the law. This does not necessarily mean that the Company reviews content, so please don’t assume that the Company does. Always use caution when giving out any personally identifying information. Any links or content provided by the Company is only as a convenience, and the inclusion of any such content does not imply endorsement by the Company or any association with its operators.
- External Delivery: Certain services made available via the Company are delivered by third party sites or organizations. By using any product, service, or functionality originating from the Site, you acknowledge and consent to the Company’s sharing of any information or data required to provide the requested product, service, or functionality with any necessary third party.
K. Third-Party Accounts
- External Connections: You will be able to connect your account from the Company’s Services to third party accounts, such as Facebook and Google. By connecting your account provided by the Services to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
L. Notice for California Resident
- Notice: Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Company’s Site or App, please send an email to firstname.lastname@example.org. You may also contact us by writing to 4041 S. Narcissus Way, Denver, CO 80237, or by calling us at 720-507-8393. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
M. General Provisions
- Successors and Assignees: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective representatives, successors and permitted assigns. This Agreement shall not be assignable by User, and the User without written consent of the Company may not assign, transfer, or sublet any portion or part of obligations or rights under this Agreement, nor assign any payment hereunder to third parties. The Company, however, may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of the Company’s ownership or assets.
- Arbitration: The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be BINDING ARBITRATION administered by the American Arbitration Association. Users may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.
- Governing Law: With deference to any of the other provisions of this Agreement related to arbitration and mediation, this Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes shall be Denver, Colorado. The Parties hereby agree to waive the following defenses to any action brought in Colorado: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.
- Waiver: If one Party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that Party retains the right to enforce that term or provision at a later time.
- Severability: If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
- Subject to Change: These terms are subject to change by the Company at any time. You will be notified automatically of any update of the Terms the next time you log in to the Services. Continued use of the Services shall constitute acceptable of the new Terms.