Responsibilities of the Parties
As a user of DailySplice you agree (i) to abide by all applicable local, provincial or state, national, and international laws and regulations; (ii) not to use DailySplice for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice; (iv) not to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (v) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (vi) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; (vii) not to upload files involving child exploitation; and (viii) not to interfere or disrupt the directories functionality. These actions are strictly prohibited, and shall result in permanent removal from the service without notice or reimbursement of any kind.
You retain your ownership rights to the User Content you upload to the DailySplice Website. DailySplice does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and DailySplice expressly disclaims any and all liability in connection with User Content.
(a) Right to use DailySplice’s services. Provided you comply at all times with all terms and conditions of all contracts, these Terms of Service, DailySplice grants to you, during the term specified in the contract or the limited time period specified for the free trial account issued to you, a non-exclusive, non-transferable, revocable, limited license, without right of sublicense, to use DailySplice’s services.
(b) Your content. You hereby grant DailySplice a worldwide, royalty-free, non-exclusive, transferable, license to perform such acts with respect to your content solely as are reasonable or necessary to provide DailySplice’s services including, without limitation, the right to: (i) deliver your content in accordance with the preferences you set using your account and any authorized subaccounts; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of your content; (iii) use, exhibit, broadcast, publish, publicly display, publicly perform, distribute, promote, copy, store, and/or reproduce (in any form) your content on or through DailySplice’s services; and (iv) utilize your content to test DailySplice’s internal technologies and processes.
DailySplice grants you a non-exclusive, non-transferable, world-wide, royalty-free, revocable license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse any Public User Content of other users of DailySplice (or any portions or derivative works thereof) solely for non-commercial purposes, solely for use on and in connection with the For purposes of determining if a user’s User Content is Public User Content and subject to the license granted pursuant to this paragraph, such determination shall be made solely at the time a user downloads another user’s Public User Content and a subsequent change in privacy setting shall in no way alter or change the license granted hereunder.
We may and will make efforts to, but have no obligation to, remove User Content and accounts containing User Content that we determine in our sole discretion to be unlawful, offensive, abusive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or other rights, or these Terms and Conditions. While DailySplice prohibits offensive and unlawful conduct and content on its Website and Service, you understand and agree that neither DailySplice nor its Partners is responsible or liable for the User Content posted on the Website. You may be exposed to such materials and agree to use the DailySplice Service at your own risk.
DailySplice and its Partners respect the intellectual property of others, and we ask you and all of our users to do the same. DailySplice may remove content from the Website that violates these policies and/or disable and/or terminate the accounts of users who may violate our policies. If you believe that your User Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”) by providing DailySplice Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 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 Website; Your address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
By agreeing to place your material on our site, you recognize that it may also appear on search engines, in an open media registry, and on our partners’ sites, including the Internet Archive, a Web repository primarily for researchers, historians and scholars. You hereby grant to DailySplice a non-exclusive, royalty-free, worldwide right and license for so long as you use the Site to do the following to the extent necessary in the performance of Services under this Agreement: digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Your Content; and make archival or back-up copies of Your Content. Except for the rights expressly granted above, DailySplice is not acquiring any right, title or interest in or to Your Content, all of which shall remain solely with you.
In consideration of Your rights in and to the Services, You shall timely pay DailySplice the DailySplice Fees designated in your Contract(s). You are solely responsible for all applicable sales, use, import or export taxes, duties, fees, value-added taxes, surcharges, tariffs or other amounts attributable to the exploitation of the Content under the Contract(s). DailySplice Fees not paid when due shall be subject to a late fee equal to the lesser of one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. DailySplice may, with or without notice, suspend or terminate access to the Services if You are more than thirty (30) days delinquent in paying any portion of the DailySplice Fees. In the event that a Contract is terminated prior to the end of the Initial Term for any reason other than a material breach by DailySplice, all committed fees for the Term shall become immediately due and owing in full. After the Initial Term of a Contract, the DailySplice Fees shall be subject to DailySplice’s standard pricing changes.
YOU AGREE THAT YOUR USE OF THE DailySplice WEBSITE, SERVICE AND SOFTWARE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, DailySplice, ITS PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, SERVICE AND SOFTWARE INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT OR SYSTEMS INTEGRATION. NEITHER DailySplice NOR ANY OF ITS PARTNERS MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE, THE DailySplice WEBSITE, THE SOFTWARE OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE DailySplice WEBSITE. NEITHER DailySplice NOR ANY OF ITS PARTNERS WARRANTS, ENDORSES, GUARANTEES, OR ASSUMES RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE DailySplice WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND DailySplice AND ITS PARTNERS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DAILYSPLICE AND/OR ITS EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DAILYSPLICE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE DAILYSPLICE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE DAILYSPLICE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE DAILYSPLICE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DAILYSPLICE OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Without limiting the above, you hereby release, discharge and hold harmless DailySplice and its Partners and each of their respective employees, officers, directors and suppliers (collectively, “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys’ fees) arising out of, resulting from, or by reason of, your User Content, including without limitation any exploitation of your User Content, on any legal theory whatsoever (including, but not limited to, copyright infringement, personal injury, rights of privacy and publicity, idea misappropriation, false light, or defamation).
You agree to defend, indemnify and hold harmless DailySplice and its Partners, and each of their officers, directors, employees, and suppliers, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or in any way relating to: (i) your (or anyone using your account’s) use of and access to the DailySplice Website, Service or Software; (ii) your (or anyone using your account’s) violation of any term of these Terms and Conditions; (iii) your (or anyone using your account’s) violation of any third party right, including without limitation any intellectual property, copyright, property, personal injury or privacy right; or (iv) any claim that (or anyone using your account’s) User Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and your use of the DailySplice Service and Website.
You acknowledge that DailySplice may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. DailySplice may at any time and from time to time to modify or discontinue, temporarily or permanently, all or any part of the Service with or without notice. Neither DailySplice nor its Partners are under any obligation to preserve, provide access to or return to you any User Content. You agree that DailySplice shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We reserve the right to refuse Service to anyone or to terminate a user’s account for any reason at any time.
If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and DailySplice’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. DailySplice reserves the right to amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the DailySplice Website or Service following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms. YOU AND DailySplice AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE DailySplice WEBSITE OR SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venture, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.