Capitalized words used herein shall be understood as defined under the following definitions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
1.2. Your agreement with Deep Origin will also include the terms of any Legal Notices applicable to the Services, in addition to these Terms of Service. All of these are referred to below as the "Additional Terms." Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. These provisions form an essential basis of the bargain between you and Deep Origin.
1.5. If there is any contradiction between the Additional Terms and the Terms of Service, then the Additional Terms shall take precedence in relation to the particular Service to which they relate.
2.1. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms and must immediately cease accessing or otherwise using any of Deep Origin's Services.
2.2. Any unauthorized use of the Services by you shall be subject to the Terms until such unauthorized use has been terminated.
2.3. You can accept the Terms by: (a) clicking to accept or agree to the Terms, where this option is made available to you by Deep Origin in the user interface for any Service; or (b) simply using any of the Services. In this case, you understand and agree that Deep Origin will treat your use of the Services as acceptance of the Terms from that point onwards.
2.4. By accepting the Terms and/or accessing or using the Services, you acknowledge and agree that you are at least 18 years of age.
2.5. You may not use the Services and may not accept the Terms if: (a) you are under 18 years of age or do not have the requisite capacity to form a binding contract with Deep Origin; (b) you are a person barred from receiving the Services under the laws of the United States or any local or national jurisdiction from which you are accessing or using the Services; (c) you work for or advise a competitor of ours; (d) we have previously banned you from using the Services; or (e) we closed your Account.
3.2. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any and all changes to the Terms of Service are effective upon being posted, and you understand and agree that your continued access to or use of Services provided by Deep Origin indicates your acceptance of any changes to the Terms. These terms are effective until your Account, if applicable, is deactivated by either you or Deep Origin and you discontinue your use of Services.
4.1. Registering for an Account with us by providing the information requested will give you access to certain Services (for example your name and contact information). Some of our Services require you to provide additional personal information before you can access certain features.
4.2. All information you provide to us about yourself, your employers, employees, customers, or any other third parties must be true, accurate, current, and complete information. You are required to keep all information up to date and accurate. You may not register an Account for anyone but yourself. You agree not to misrepresent your identity, your personal information or your third-party account information. In creating an Account, we ask that you provide complete and accurate information about yourself. You may not impersonate someone else, create or use an account for anyone for whom you are not authorized to create one, provide an email address other than your own, or create multiple personal accounts.
4.3. By registering for an Account or using the Services, you accept all responsibility for maintaining the confidentiality of your password, controlling and limiting access to your Account, and for all activities that occur under your Account or password. You may not sell, transfer or assign your Account.
4.4. When you register for an Account with us, you provide us with the following specific consents:
4.4.1. You understand that you are providing written instructions in accordance with applicable law for Deep Origin to obtain and exchange information about you with third parties at any time for so long as you have an active Account, including, but not limited to data about your system usage. You also agree that Deep Origin may use, analyze, and retain your Account information, including the information you are submitting through the registration process or that you provide to Deep Origin, including but not limited to: (a) provide you a better experience; (b) provide you with customized recommendations and general information about you; (c) serve you targeted offers and other communication based on your information; (d) run statistical analysis; (e) aggregate your data with other users data and publishing the results in a way that cannot be linked back to you; (f) provide technical support to You as requested by You; and (g) to understand your use of the system; and (h) perform system maintenance and troubleshooting.
4.6. In addition, to help the government verify your identity, fight identity theft, and combat the funding of terrorism and other money laundering activities, Deep Origin may obtain, verify and record information that identifies each person who opens an Account with us.
4.7. If you select a username for your Account, we reserve the right to remove or reclaim it at our discretion.
4.8. While some of the Services provided by Deep Origin will be free, others will only be made available after receipt of payment. To pay any fee, you must designate and provide accurate information about your preferred payment method. If you provide your payment information, you authorize our designated Third-Party Providers (as defined hereinafter) to receive, store and encrypt your payment information. No refunds or credits will be provided by Deep Origin, other than as set forth in these Terms. Subscription fees, along with any required taxes, may be paid on an annual or other basis, as determined by your subscription to use the Services. Subscription fees will be billed automatically monthly, quarterly, or annually, as applicable. These fees will auto-renew until your subscription is downgraded or terminated. All such fees are non-refundable.
Users changing from monthly or quarterly subscriptions to annual subscriptions will have the annual rates take effect at the beginning of the next billing date on a pro-rata basis, unless stated otherwise. You agree to pay the subscription fees, and other charges you incur in connection with your Account, whether on a one-time or subscription basis. Deep Origin reserves the right to increase subscription fees, any associated taxes, or to institute new fees at any time upon reasonable advance notice; provided, however that if you are under an active subscription, such changes will not be implemented until your renewal, except for any price increase in line with the Consumer Pricing Index which may be implemented at any time during your subscription. You may cancel your subscription by visiting your “Account” page and following the steps detailed in the termination section. The cancellation of a subscription will go into effect at the end of your current billing cycle, unless stated otherwise in the Master Subscription Agreement.
We may make all or a portion of the Services available to you on a trial basis free of charge or for a reduced fee. Additional trial terms and conditions may apply as detailed on any order form or other written agreement between you and Deep Origin. You may use a free trial subscription only for the purpose of testing the Services to determine whether the Service will meet your needs. Some free trial services may come with limited services within ranges or scope of permitted uses. If You exceed those Service ranges or permitted uses, you will, in Deep Origin’s sole discretion, be charged for such Services at Deep Origin’s then-standard pricing.
4.9. If you become aware of any unauthorized use of your password or of your Account, you agree to notify Deep Origin immediately at email@example.com.
4.10. By creating an Account, you indicate that you are consenting that Deep Origin may through its Services call you or send you email, text (SMS) or mobile device push notifications from time to time. These communications may contain sensitive information. You hereby provide express written consent to any such communication even if your phone number is on any Do Not Call list, whether federal, state or corporate. Safeguarding the information contained in any communications sent to you by Deep Origin is solely your responsibility. Deep Origin is not responsible for safeguarding the communications once sent to you. Please contact firstname.lastname@example.org to request changes to your notification settings.
5.1. The Services are owned and operated by Deep Origin. Unless otherwise indicated, all content, information, and other materials on the Services (excluding User Content), including, without limitation, Deep Origin’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws. All Materials are the property of Deep Origin or its subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by Deep Origin, by agreeing to these Terms you are granted a limited, non-sublicensable license (i.e., a personal and limited right) to access and use the Services for your personal use or internal business use only. Deep Origin reserves all rights not expressly granted in these Terms.
5.2. The Services are offered to you by Deep Origin and its development and technology partners, suppliers, service providers, licensors and licensees (collectively, “Third-Party Providers”) who may assist in the development, hosting, operation, distribution, marketing, publication or exploitation of the Services. Sometimes, these companies will be providing the Services to you on behalf of Deep Origin. You acknowledge and agree that Third-Party Providers will be entitled to provide the Services to you.
5.3. Deep Origin retains the right to limit, modify, update, change, interrupt, suspend, disable, cancel or discontinue providing the Services (or any features of the Services) to any person, geographic area, or jurisdiction or to users generally at Deep Origin's sole discretion at any time, without prior notice or liability. Deep Origin also has the right to modify the Terms applicable to users of its Services, including these Terms of Service. Any such changes to the Services or Terms shall be effective immediately upon posting on the Services. Deep Origin makes no promises about the extent of the data that we provide and may in the future provide less information in the Services than we currently do. Deep Origin also makes no promises that the Services we currently provide will continue to be provided in the future or that any free Services will remain free in the future. All Services provided by Deep Origin are provided "as is" without warranty of any kind, implied, expressed, or otherwise. You may stop using the Services at any time, but no refunds will be given and you may continue to be charged for the duration of the Term of your Agreement, unless otherwise agreed to in writing by the Company.
5.3. Deep Origin has the right, but not the obligation, to monitor the Services electronically. We may access, use, preserve, transfer, and disclose any information (including Personal Information) to: (a) satisfy any applicable law, regulation, subpoena, governmental request or legal process if in our good faith opinion such action is required or permitted by law; (b) enforce these terms, including investigation of potential violations thereof; (c) protect the safety, rights, property, or security of our Services or equipment or any third party; or (d) detect, prevent or otherwise address fraud, security, or technical issues. Any such access, use, preservation, transfer or disclosure may be carried out without notice to you at any time.
5.4. You acknowledge and agree that Deep Origin may at any time and its sole discretion set a fixed limit on the various features and functions of the Services, such as disk space, memory, bandwidth, CPU, GPU, number of users, or any other parameters it finds necessary to limit.
5.5. Deep Origin reserves the right to change, cancel, close or suspend any Account that you have created in association with the Services at any time, for any reason or no reason, without notice to you.
5.6. You acknowledge and agree that if Deep Origin disables access to your Account, you may be prevented from accessing the Services, your Account details, or any files or other Materials related to your account.
5.7. If Deep Origin suspends, disables or closes your Account, you may not create another one without our written permission.
5.8. Deep Origin will use commercially reasonable efforts to provide the Services in accordance with the standard Support Services as detailed in our support page found here: https://support.deeporigin.com
6.1. We grant you permission to use the Services subject to restrictions in these Terms. Your use of the Services is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
6.2. You agree not to, and will not assist or enable others to, access or attempt to access any of the Services by any means other than through the interface that is provided by Deep Origin. You specifically agree not to access, attempt to access (or assist or enable others to access) any of the Services through any automated means (including use of scripts, web crawlers, harvesting bots, robots, spiders, or scrapers), unless otherwise allowed in writing by Deep Origin.
6.3. You agree to use the Services only for purposes that are permitted by: (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
6.4. Your use of the Services must comply with all applicable law. Unauthorized use of the Services, including but not limited to, unauthorized entry into Deep Origin's systems, misuse of passwords, or misuse of any information available through the Services, is strictly prohibited. Any person attempting to access any of the Services without authorization may be subject to prosecution.
6.5. You agree not to, and will not assist, encourage or enable others to, use or attempt to use the Services to or do any of the following:
6.5.1. Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
6.5.2. Post or share anyone's personal information (including, but not limited to, identification documents and sensitive financial information, such as bank account or credit card numbers);
6.5.3. Threaten, stalk, harm, bully, or harass others, promote bigotry or discrimination, or incite violence;
6.5.4. Use the Services to defraud or otherwise abuse the reporting or scoring systems;
6.5.5. Promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except as expressly permitted by Deep Origin;
6.5.6. Solicit personal information from others;
6.5.7. Send bulk emails, surveys, or other mass messages, whether commercial in nature or not;
6.5.8. Engage in keyword spamming, or otherwise attempt to manipulate the Services' search results or any third-party website;
6.5.9. Engage in unlawful multi-level marketing, such as a pyramid scheme;
6.5.10. Do anything unlawful, misleading, malicious, or discriminatory; produce any content that can harm people, including biological weapons or any documentation about them.
6.5.11. Violate the Terms;
6.5.12. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by Deep Origin in a separate written contract;
6.5.13. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
6.5.14. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services or any related content;
6.5.15 Reverse engineer decompile or otherwise attempt to extract the source code of the software or any part thereof;
6.5.16. Reformat or frame any portion of the Services;
6.5.17. Access, retrieve or index any portion of the Services for purposes of constructing or populating a searchable database of business, company or professional reviews;
6.5.18. Record, process, or mine information about other users;
6.5.19. Attempt to gain unauthorized access to the Services, user accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;
6.5.20. Attempt to access portions of the Services which are not intended for public or invited usage (the use of any information obtained from non-public portions of the Services is expressly prohibited);
6.5.21. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Deep Origin's technology infrastructure or otherwise make excessive traffic demands of the Services;
6.5.22. Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of content or features that enforce limitations on the use of the Services;
6.5.23. Use any device, software or routine that interferes with the proper working of the Services (or the servers and networks which are connected to the Services), or otherwise attempt to interfere with the proper working of the Services;
6.5.24. Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or any related content;
6.5.25. Use the Services or any related content to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, "Viruses");
6.5.26 Use the Services to mine cryptocurrency, operate blockchain, or similar technology;
6.5.27. With respect to the use of and access to any data obtained through a Third-Party Provider (“TPP Data”):
a. use the TPP Data for marketing purposes, except to respond to an inquiry, application, purchase or transaction;
b. publish, offer, sell, license, transmit, distribute, or reproduce the TPP Data via any means;
c. use the TPP Data in violation of any applicable law, rule, or regulation (e.g., the Telephone Consumer Protection Act, the Fair Credit Reporting Act) or in violation of any third-party right;
d. store the TPP Data for purposes other than its own internal business purposes (storage of the data for resale is expressly prohibited);
e. cache the TPP Data to avoid additional queries;
f. merge the TPP Data with databases or compilations for purposes other than internal business purposes;
g. use the TPP Data for file download online in a fixed page format, or
h. use the TPP Data to access information regarding family, friends or associates, unless it is in connection with a purpose permitted by these terms.
6.6.You hereby acknowledge and agree that the TPP Data is not provided by a “consumer reporting agency” as that term is defined in the Fair Credit Reporting Act (“FCRA”) and the TPP Data does not constitute “consumer reports” as defined in the FCRA. Accordingly, the TPP Data may not be used as a factor in determining eligibility for credit, insurance, employment or another purpose in which a consumer report may be used under the FCRA.
6.7 Deep Origin and Third-Party Providers may conduct periodic audits of you regarding your compliance with these terms. Audits will require you to provide documentation as to the use and purpose of particular requests for the Services. If you fail to cooperate fully and promptly in the conduct of any such audit, or if such audit reveals any non-compliance by you with these terms, we or our Third-Party Providers may, in our sole discretion, take the actions set forth in herein. If such action is taken, you: (i) shall unconditionally release and hold Deep Origin and Third-Party Providers harmless and indemnify Deep Origin and Third-Party Providers from and against any and all liabilities of whatever kind or nature that may arise from or relate to such actions, and (ii) covenants that you will not assert any claim or cause of action of any kind or nature against Deep Origin or Third-Party Providers in connection with such actions.
6.8. You agree that you are solely responsible for (and that Deep Origin has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including, but not limited to, any loss or damage which Deep Origin may suffer and any attorney's fees owed by you, Deep Origin, or any third party). You also agree that failure to comply with these requirements shall constitute a breach of these Terms and shall constitute grounds for immediate termination of your Account and your right to use Deep Origin's Services, as well as any other remedies available at law or in equity to Deep Origin.
8.1. There may be links within the Services, or communications you receive through the Services, to third-party sites or applications or our Services may include third-party content that we do not control, maintain or endorse (all such sites or applications and third-party content, collectively "Third-Party Content"). You expressly acknowledge and agree that we are in no way responsible or liable for any Third-Party Content, including, without limitation, any damages, losses, failures or problems caused by, related to or arising from such Third-Party Content. Your correspondence and business dealings with third parties, including with respect to the financial products or services offered by such third parties, and any terms, conditions, policies, representations or warranties associated with such business dealings, are solely between you and the third party. You should review all of the relevant terms, conditions, policies, representations or warranties associated with such Third-Party Content, including any privacy policies and terms of service that may be on a third party site or application that you visit or use. We disclaim any harm, including, without limitation, harm related to your personal information that may arise out of or relate to your access to or use of Third-Party Content, including Third-Party Content that is available on or through our Services.
9.1. Deep Origin's Services may offer features and services that are available to you via our mobile applications or mobile websites. These features may include, without limitation, the ability to upload Services content to your mobile phone, receive Services messages on your mobile phone, download applications to your mobile phone or access the Services' features on your mobile phone. Standard messaging, data and other fees may be charged by your carrier. Your carrier may prohibit or restrict certain features of the Services and certain features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues.
10.1. We reserve the right to give you a choice of data centers located in different geographic regions, or to select a data center located in the United States for you, by default You consent to having your personal data transferred to and processed in the region selected. You, and not the Company, will be solely responsible for determining whether such data center’s data processing laws are compliant with the laws of your country or of the country that originated your data and for notifying the Company if you request that your data be processed in a different region than the one initially selected for you.
10.2. If you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department's list of Specially Designated Nationals, you will not create an Account on the system and you will not engage in any activities on or through the Services.
10.3. We reserve the right to limit the availability of the Services or the provision of any content to any person, geographic area, or jurisdiction, at any time and in our sole discretion.
11.1 The Services allow you to upload data, materials or other content on to the Services (“User Content”). To the maximum extent permitted by applicable law, Deep Origin takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, unless otherwise expressly permitted in writing by Deep Origin. Your use of the Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. Deep Origin does not endorse any User Content, opinion, recommendation, or advice expressed therein, and Deep Origin expressly disclaims any and all liability in connection with User Content. To the fullest extent permitted by applicable law, we reserve the right to remove, screen, or edit any User Content posted or stored on the Services at any time and without notice, including where such User Content violates these Terms of Service or applicable law, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense. Any use of the Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Services.
11.2. Unless otherwise agreed to in a written agreement between you and Deep Origin that was signed by an authorized representative of Deep Origin, if you submit, transmit, display, post, or store User Content using the Services, you grant Deep Origin and its sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to use, reproduce, modify, adapt, and display such User Content solely in furtherance of performing the Services.
11.3. You are solely responsible for your User Content and the consequences of uploading it. You represent and warrant that: (a) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (b) your User Content does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and (y) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. Deep Origin reserves all rights and remedies against any users who breach these representations and warranties.
11.4. To the furthest extent permitted by applicable law, you hereby agree that Deep Origin shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Deep Origin for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY DEEP ORIGIN HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
11.5. Deep Origin reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, remove or reinstate any or all User Content from any Service. Please do not assume that we review any User Content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.
11.6. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that: (a) your Feedback shall become the property of the Company; (b) your Feedback does not contain the confidential or proprietary information of third parties; (c) we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (d) we may have something similar to the Feedback already under consideration or in development; (e) we are under no obligation to use your Feedback, but if we choose to use the Feedback or any portion thereof, we retain all rights of ownership to this Feedback, including the exclusive right to create derivative works thereof; and (f) we are under no obligation to compensate you for your Feedback, whether we use it or not.
12.1. You acknowledge and agree that, unless otherwise noted, Deep Origin (or Third-Party Providers) owns all legal right, title and interest in and to the Services, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Services, excluding User Content.
12.2. Deep Origin also owns all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Materials in whole or in part except as expressly authorized by Deep Origin in a separate written document.
12.3. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
12.4. Unless you have been expressly authorized to do so in writing by Deep Origin, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
12.5. You further acknowledge that the Services may contain information which is designated confidential by Deep Origin and that you shall not disclose such information without Deep Origin's prior written consent.
12.6. Except as expressly and unambiguously provided herein, Deep Origin does not grant you any express or implied rights in or to the Services; all rights in and to the Services are retained by us.
12.8. Content and Materials provided on or through the Services is provided to you "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE" for your informational and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Services.
13.1. We are constantly changing and improving our Services. We may: (a) add or remove functionalities or features; (b) suspend or stop a Service altogether; or (c) terminate, suspend, change, or restrict access to all or any part of the Services, in each case without notice or liability.
13.2. The software which you use may from time to time automatically download and install updates from Deep Origin. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Deep Origin to deliver these to you) as part of your use of the Services.
14.1. You can stop using our Services at any time. If you want to terminate your legal agreement with Deep Origin, you may do so by notifying Deep Origin and closing your Account(s) for all of the Services which you use, as described in your Deep Origin Master Services and Subscription Agreement
14.2. Intentionally omitted.
14.3. Deep Origin may at any time terminate its legal agreement with you if: (a) you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to or are unable to comply with the provisions of the Terms); (b) Deep Origin is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) the company with whom Deep Origin offered the Services to you has terminated its relationship with Deep Origin or ceased to offer the Services to you; (d) Deep Origin is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Services; or (e) the provision of the Services to you by Deep Origin is, in Deep Origin's opinion, no longer commercially viable.
14.4. In the event of any termination, any sections intended to survive such termination, including any definitions contained herein will continue in full force and effect.
14.5. When your relationship with Deep Origin comes to an end, all of the legal rights, obligations and liabilities that you and Deep Origin have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
15.1. You agree to defend, indemnify and hold harmless Deep Origin, its subsidiaries, owners, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from any claim or demand, including any and all losses, liabilities, alleged and actual claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of: (a) your access to or use of the Services, including Your Content; (b) in whole or in part, from the negligence, or error, omissions, or failure to perform by the Company, its employees, agents, or consultants, which shall be understand to include, but not be limited to, negligence resulting in inadvertent disclosure of confidential information; (c) your violation or alleged violation of the Terms, including, without limitation, your violation or alleged violation of any applicable law; or (d) the infringement or alleged infringement by you, or any third party using your Account, of any laws and intellectual property or other rights of any person or entity. You shall not in any event settle any such claim or matter without the prior written consent of Deep Origin. Deep Origin reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
15.2. The foregoing indemnity obligations will survive any termination of the Terms.
15.3. Deep Origin reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Deep Origin. Deep Origin will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
15.4 Company shall not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts beyond Company’s reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) widespread strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and other similar events beyond the reasonable control of Deep Origin.
16.1. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
16.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." DEEP ORIGIN AND/OR ITS THIRD-PARTY PROVIDERS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR THE INABILITY TO USE THE SERVICES AND/OR DEEP ORIGIN'S SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED AT THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DEEP ORIGIN RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DEEP ORIGIN AND/OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
IN PARTICULAR, DEEP ORIGIN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS, INCLUDING THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
16.3. DEEP ORIGIN MAKES NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, DEEP ORIGIN IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS.
16.4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
16.5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEEP ORIGIN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
16.6. DEEP ORIGIN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO THE THIRD-PARTY SERVICES OFFERED ON OR THROUGH THE SERVICES.
16.7. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN THE CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES, AND TO TERMINATE YOUR ACCOUNT.
16.9. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEEP ORIGIN WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
16.10. IN NO EVENT WILL DEEP ORIGIN HAVE ANY ADDITIONAL LIABILITY TO YOU EXCEPT AS STATED HEREIN. IN NO EVENT SHALL DEEP ORIGIN'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER EXCEED THE AMOUNT PAID BY YOU FOR THE COMPANY’S SERVICES OVER THE PRECEDING 12-MONTH PERIOD UP TO A MAXIMUM OF FIFTY THOUSAND DOLLARS ($50,000.00). IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, DEEP ORIGIN'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO DEEP ORIGIN IN THE 12 MONTHS PRIOR TO THE EVENT.
16.11. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
17.1. SUBJECT TO OVERALL PROVISION IN SECTION 16.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DEEP ORIGIN, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DISTRIBUTORS, VENDORS AND LICENSORS, INCLUDING THIRD-PARTY PROVIDERS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER THIRD PARTY FOR: (a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY, EVEN IF DEEP ORIGIN IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT OR REVENUE (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY BUSINESS INTERRUPTION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (b) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF: (i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION OR ADVERTISING FOUND ON OR THROUGH THE SERVICES, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY COMPANY AND/OR INDIVIDUAL THAT APPEARS ON THE SERVICES; (ii) ANY CHANGES WHICH DEEP ORIGIN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (iv) YOUR FAILURE TO PROVIDE DEEP ORIGIN WITH ACCURATE ACCOUNT INFORMATION; OR (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
17.2. YOU ALSO EXPRESSLY UNDERSTAND AND AGREE THAT DEEP ORIGIN SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR THE INADVERTENT DISCLOSURE OR TRANSMISSION OF INFORMATION ABOUT YOU BY A THIRD PARTY, EVEN IF THAT INFORMATION ABOUT YOU WAS SHARED BY DEEP ORIGIN WITH THAT THIRD-PARTY PARTNER.
18.1. We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner's agent and find Content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (e) a statement 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Deep Origin's designated Copyright Agent to receive notifications of claimed infringement can be reached at email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
19.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU MAKE AGAINST DEEP ORIGIN ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SERVICES WILL BE RESOLVED INDIVIDUALLY BY BINDING ARBITRATION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. YOU UNDERSTAND AND AGREE THAT BOTH PARTIES WOULD HAVE HAD A RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, BUT BOTH PARTIES BY ENTERING INTO THESE TERMS CHOOSE TO HAVE ANY DISPUTE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY NOT BE AVAILABLE OR MAY BE MORE LIMITED IN ARBITRATION, INCLUDING YOUR RIGHT TO APPEAL. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. By using the Services provided by Deep Origin, you consent to these restrictions.
19.3. The arbitrator's decision shall become final and binding after 30 days unless a party to the arbitration takes an appeal from the decision by making a written request to AAA. The appeal panel, which will consist of three arbitrators, will consider all factual and legal issues anew, will conduct the appeal in the same manner as the initial arbitration, and will make decisions based on the vote of the majority. The appeal panel's decision shall be final and binding.
19.4. In the event of a conflict between the applicable arbitration rules and the arbitration terms set forth herein at Section 19, the terms of Section 19 shall govern. To the extent that the class action and collective action waivers contained herein are rendered invalid or unenforceable by applicable law as to any Claims, the arbitration terms set forth herein at Section 19 shall not apply to such Claims and thus we may elect to proceed exclusively in a court of competent jurisdiction in California. If any other provision of the arbitration terms set forth herein at Section 19 should be found invalid or unenforceable, such a determination shall not affect the enforceability of the remaining provisions, which shall remain and continue in full force and effect.
19.5. YOU UNDERSTAND AND AGREE THAT NO CLAIM, DISPUTE OR CONTROVERSY MAY BE CONSOLIDATED WITH A DISPUTE OF ANY OTHER PERSON IN ARBITRATION, OR RESOLVED ON A CLASS-WIDE BASIS BY A CLASS ACTION OR OTHER PROCEEDING AND YOU HEREBY WAIVE YOUR RIGHT TO COMMENCE OR PARTICIPATE IN ANY SUCH COLLECTIVE OR REPRESENTATIVE PROCEEDING.
19.6. If any action or proceeding (including arbitration) is commenced to enforce or interpret any of the provisions of these Terms, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, "prevailing party" includes without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
20.1. The section titles in the Terms are for convenience only and have no legal or contractual effect.
20.2. The Terms constitute the whole legal agreement between you and Deep Origin and govern your use of the Services (excluding any services which Deep Origin may provide to you under a separate written agreement), and completely replace any prior agreements between you and Deep Origin in relation to the Services.
20.3. The Terms are not assignable, transferable or sub-licensable by you except with Deep Origin's prior written consent, but may be assigned or transferred by us without restriction.
20.4. You agree that Deep Origin may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings at https://deeporigin.com.
20.5. You agree that if Deep Origin does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Deep Origin has the benefit of under any applicable law), this will not be taken to be a formal waiver of Deep Origin's rights and that those rights or remedies will still be available to Deep Origin.
20.6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that specific provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain enforceable in full force and effect. Should the meaning or effect of any other provisions be altered in any way by the removal or adjustment of the aforementioned provision, Deep Origin retains the right to adjust or change it accordingly.
20.7. You acknowledge and agree that each member of the group of companies of which Deep Origin is the parent or subsidiary shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms.