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DIADYN TECHNOLOGY LLC

UNIVERSAL TERMS OF SERVICE AGREEMENT

Last Modified: 03/05/2024

PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Diadyn Technology LLC https://diadyntechnology.com, Shams Free Zone, Sharjah, a UAE limited liability company (hereinafter referred to as “Diadyn Technology”) and you or the entity that you represent (hereinafter referred to as “you” or “your”) and is made effective with effect from the date of your use of our solutions of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through our sites (individually and collectively, the “Services”). Services Agreements and additional policies apply to certain Services and are in addition to (not instead of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall prevail.

The terms “we”, “us” or “our” shall refer to Diadyn Technology. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account, or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. MODIFICATION OF AGREEMENT, SITE OR SERVICES

Diadyn Technology may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Diadyn Technology may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your subscription account (“Account”) information current. Diadyn Technology assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Diadyn Technology may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. A breach or violation of any term in the Terms of Service, including the Acceptable Use Policy (AUP), as determined in the sole discretion of Diadyn Technology may result in an immediate termination of your Services. DIADYN TECHNOLOGY RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

3. ELIGIBILITY; AUTHORITY

This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the Sharjah, United Arab Emirates jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Diadyn Technology finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Diadyn Technology shall not be liable for any loss or damage resulting from Diadyn Technology’s reliance on any instruction, notice, document, or communication reasonably believed by Diadyn Technology to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, Diadyn Technology reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered by you, anyone acting as your agent, and anyone who uses your account or the Services, whether or not authorized by you.

4. YOUR ACCOUNT

To access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Diadyn Technology that all information you submit when you create your Account is accurate, current, and complete, and that you will keep your Account information accurate, current, and complete. If Diadyn Technology has reason to believe that your Account information is untrue, inaccurate, out-of-date, or incomplete, Diadyn Technology reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and debit/credit card or shopper PIN. For security purposes, Diadyn Technology recommends that you change your password and debit/credit card or shopper PIN at least once every six (3) months for each Account. You must notify Diadyn Technology immediately of any breach of security or unauthorized use of your Account. Diadyn Technology will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Diadyn Technology or others incur caused by your Account, whether caused by you, by an authorized person, or by an unauthorized person.

5. GENERAL RULES OF CONDUCT

You acknowledge and agree that: Your use of Diadyn Technology Sites and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services, and all applicable local, state, national, and international laws, rules, and regulations. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent. You will not use this Site or the Services in a manner (as determined by Diadyn Technology in its sole and absolute discretion) that:

i) Is illegal or promotes or encourages illegal activity;

ii) Promotes, encourages, or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);

iii) Promotes, encourages, or engages in terrorism, violence against people, animals, or property;

iv) Promotes, encourages, or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

v) Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages, or engages in the sale or distribution of prescription medication without a valid prescription;

vi) Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;

vii) Infringes on the intellectual property rights of another User or any other person or entity;

viii) Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;

ix) Interferes with the operation of this Site or the Services found at this Site;

x) Contains or installs any viruses, worms, bugs, Trojan horses, or other code, files, or programs designed to, or capable of, disrupting, damaging, or limiting the functionality of any software or hardware;

xi) Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Diadyn Technology or Diadyn Technology’s Services.

You will not perform any false, abusive, or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by Diadyn Technology. You will not modify or alter any part of this Site, or the Services found at this Site or any of its related technologies. You will not access Diadyn Technology Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Diadyn Technology may designate.

You agree to back up all of your User Content so that you can access and use it when needed. Diadyn Technology does not warrant that it backs up any Account or User Content, and you agree to accept as a risk the loss of any of your User Content. You will not re-sell or provide the Services for a commercial purpose, including any of Diadyn Technology’s related technologies, without Diadyn Technology’s express prior written consent. You will not circumvent, disable, or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict the use or copying of any Diadyn Technology Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Diadyn Technology Content or the User Content therein. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested. You are aware that Diadyn Technology may from time to time call you about your account, and that, for any such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Diadyn Technology asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Diadyn Technology is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Diadyn Technology that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from Diadyn Technology. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of Diadyn Technology that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from Diadyn Technology. Message and data rates may apply.

Without limiting any of the rights set forth elsewhere in this Agreement, Diadyn Technology expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Diadyn Technology policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Diadyn Technology in its sole and absolute discretion).

If your purchase or account activity shows signs of fraud, abuse, or suspicious activity, Diadyn Technology may cancel any service associated with your name, email address, or account and close any associated Diadyn Technology accounts without any prior notice. If you indulge in any fraudulent activity, Diadyn Technology reserves the right to take any necessary legal action and you may be liable for monetary losses to Diadyn Technology including litigation costs and damages. To contest the cancellation of Services or freezing or closure of an account, you can contact Diadyn Technology customer support.

6. DIADYN SOLUTIONS ACCEPTABLE USE POLICY (AUP)

Usage of Diadyn Cloud Services is subject to this Acceptable Use Policy (AUP). This AUP is incorporated by reference into and governed by the Diadyn Enterprise Subscription Agreement between you (Customer) and Diadyn Technology. Customers who are found to be violating these rules may see their subscriptions/services suspended without prior notice. The subscription fees will usually not be refunded in such cases.

A. Illegal or Harmful Use

You may not use Diadyn Cloud services for storing, displaying, distributing, or otherwise processing illegal or harmful content. This includes:

i) Illegal Activities: promoting gambling-related sites or services, or child pornography/pornography.

ii) Harmful or Fraudulent Activities: Activities harmful to others, promoting fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices.

iii) Infringing Content: Content that infringes the intellectual property of others.

iv) Offensive Content: Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.

v) Harmful Content: Malicious and malware content, such as viruses, trojan horses, worms, etc.

vi) Spam Content: Content that is published for “black hat SEO” purposes, using tricks such as link building/link spam, and keyword spam, to exploit the reputation of Diadyn services for promoting third-party content, goods, or services.

B. Email Abuse

You may not use Diadyn Cloud services for spamming. This includes:

i) Unsolicited messages: sending or facilitating the distribution of unsolicited bulk emails and messages, either directly via Diadyn Cloud or indirectly via third-party email services. This includes the use of bulk email lists. Any mass-mailing activity is subject to the applicable legal restrictions, and you must be able to show evidence of consent/opt-in for your bulk email distribution lists.

ii) Spoofing: sending emails or messages with forged or obfuscated headers, or assuming an identity without the sender’s permission

C. Security Violations

You may not attempt to compromise Diadyn Cloud services, access or modify content that does not belong to you, or otherwise engage in malicious actions:

i) Unauthorized access: accessing or using any Diadyn Cloud system or service without permission.

ii) Security research: conducting any security research or audit on Diadyn Cloud systems without written permission to do so, including via scanners and automated tools. Please see our Responsible Disclosure page for more information regarding Diadyn’s security research.

iii) Eavesdropping: listening to or recording data that does not belong to you without permission

iv) Other attacks: non-technical attacks such as social engineering, phishing, or physical attacks against anyone or any system.

D. Network and Services Abuse

You may not abuse the resources and systems of Diadyn Cloud. In particular, the following activities are prohibited:

i) Network abuse: causing Denial of Service (DoS) by flooding systems with network traffic that slows down the system makes it unreachable, or significantly impacts the quality of service.

ii) Unthrottled RPC/API calls: sending large numbers of RPC or remote API calls to our systems without appropriate throttling, with the risk of impacting the quality of service for other users.

Note: Diadyn provides batch APIs for imports, so there should be no need for this. Throttled calls are typically acceptable at a rate of 1 call/second, with no parallel calls. Exceptions may be authorized on a case-by-case basis – you can contact us if you think you need one.

iii) Overloading: voluntarily impacting the performance or availability of systems with abnormal content such as very large data quantities, or very large numbers of elements to process, such as email bombs.

iv) Crawling: automatically crawling resources in a way that impacts the availability and performance of the systems

v) Attacking: using the Diadyn Cloud services to attack, crawl, or otherwise impact the availability or security of third-party systems

vi) Abusive registrations: using automated tools to repeatedly register or subscribe to Diadyn Cloud services, or registering or subscribing with fake credentials, or under the name of someone else without their permission.

7. PROTECTION OF YOUR DATA

Diadyn Technology offers certain hosted Services available to you that may involve the submission, collection, and/or use of personally identifying or identifiable information about you and your customers (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for this Section, excludes any User Content. Diadyn Technology’s Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the transfer of Your Data, including transfers of Your Data from the EEA to the Covered Services, meets with compliance under applicable data privacy laws. For the DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the terms of service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgment and acceptance of the DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign, and return a physical copy of the DPA, you can send an email request to legal@diadyntechnology.com. Covered Services, as defined in this Section and the DPA, include hosted services that are subject to the terms and conditions of the following Agreements: (1) Domain Name Registration, (2) Email + Email Marketing Services, (3) Websites + Marketing, (4) Hosting, (5) Online Accounting, (6) Online Store/Shopping Cart or e-Commerce or marketplace and (7) Website Builder Services.

8. USER CONTENT

Some of the features of this Site or the Services, including those Services that are hosted with Diadyn Technology, may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice via forum posts, content submitted in connection with a contest, product reviews or recommendations, or photos to be incorporated into a social media event or activity (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). All content submitted through your Account is User Content. By posting or publishing User Content to this Site or to or via the Services, you represent and warrant to Diadyn Technology that (i) you have all necessary rights to distribute User Content via this Site or the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. You shall be solely responsible for any of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

i)User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Diadyn Technology to treat your User Submissions as confidential or secret, and that Diadyn Technology has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions, and that Diadyn Technology may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action. Diadyn Technology shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

ii)User Content Other Than User Submissions. By posting or publishing User Content to this Site or through the Services, you authorize Diadyn Technology to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant Diadyn Technology a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Diadyn Technology’s (and Diadyn Technology’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (except User Content that you designate “private” or “password protected”) through this Site and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Diadyn Technology may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Diadyn Technology shall not use any User Content that has been designated “private” or “password protected” by you to promote this Site or Diadyn Technology’s (or Diadyn Technology’s affiliates’) business(es). If you have a website or other content hosted by Diadyn Technology, you shall retain all of your ownership or licensed rights in User Content.

(a) You are responsible for the information, text, opinions, messages, comments, audiovisual works, motion pictures, photographs, animation, videos, graphics, sounds, music, software, Apps, and any other content or material that You or your end users submit, upload, post, host, store, or otherwise make available (“Make Available”) on or through the Services (collectively, “Your Content,” “Content” or “User Content”). You may not Make Available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, or other proprietary right owned by a third party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights, or any other harm resulting from any User Content that you make or submit. As between you and us, you own your User Content and you have full responsibility for all User Content you make or submit, including its legality, reliability, and appropriateness, while using the Services. You hereby grant to Diadyn a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that Diadyn deems appropriate, without any further consent, notice and/or compensation to you or any third parties, for purposes of providing the Services to you.

(b) Diadyn will not actively monitor Content being hosted by Diadyn, although Diadyn, at its sole discretion, may elect to electronically monitor its network and may disclose any content or records concerning Your Account as necessary to satisfy any law, regulation, or other governmental request or to properly operate Our network and protect any of Our customers. Diadyn will investigate complaints of a violation of a third-party right or the  AUP. Diadyn will cooperate with those attempting to minimize Internet abuse and reserves the right to institute “filters” or other mechanisms for that purpose. Diadyn will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that You or any of Your end users are engaged in illegal activities. Nothing contained in this Section, or anywhere in these Terms, is intended to bestow any rights on any third party, and no third party shall be entitled to enforce any terms of these Terms between us, the parties.

You acknowledge and expressly agree that Diadyn will not be liable to You or any of Your end-user (c) s for any action Diadyn takes to remove or restrict access to the Services for any alleged violation of the AUP or exercising its rights as a Good Samaritan under the Telecommunications Act of 1996 (47 U.S.C. § 230(d)) or the DMCA.

(d) Diadyn may, at its sole discretion, immediately terminate Your Account and access to the Services, and terminate these Terms for cause, if Your conduct violates our Policies (See Section 10), or if any of Your end users’ or downstream customers’ conduct violate such Policies. We respect the intellectual property rights of all parties and have adopted a policy regarding the termination of repeat copyright infringers under the DMCA (See Section 11).

(e) Child Pornography. Diadyn takes the issue of child pornography very seriously, and any potential harm to minors using our Services is strictly prohibited. Content that is or may be perceived to be child pornography will be immediately removed from public access upon notification or detection by Us. Additionally, Diadyn reserves the right to terminate any Account whose website(s) hosts or links to child pornography immediately and without notice to You. If the account is a Diadyn reseller account, the account will be suspended, and the reseller will be directed to terminate the responsible account. You agree to cooperate in any such effort. Content or communications seeking to solicit, lure, or entice minors into sexual activity or lewd behavior is also strictly prohibited and will be treated the same as, or similar to, child pornography, consistent with applicable law. You agree to cooperate with Diadyn in any effort to investigate, disable, or remove such Content originating with Your end users. Consistent with federal law, Diadyn will cooperate with law enforcement authorities and will notify such authorities if it suspects that You or any of Your downstream customers or end users are engaged in any such illegal activities.

By the reporting requirements of 18 U.S.C. § 2258A, We will report to the CyberTipline (www.cybertipline.com) any actual knowledge of apparent violations of 18 U.S.C §§ 2251, 2251A, 2252, 2252A, 2252B, 2260, or 1466A. If You suspect any instances of child pornography appearing on sites hosted by Diadyn, We encourage You to send such reports to Our abuse address at  legal@diadyntechnology.com  and include the file name and/or URL (or other location on the Customer’s site), victim (if known), date of birth, date of production, and any other information about the suspect image(s). Do not send the image(s) in question. Alternatively, you may use the CyberTipline to report suspected child pornography. Reports involving sites not hosted by Diadyn should be directed to law enforcement or a cooperating child pornography organization such as https://www.asacp.org/index.php?content=report.

(f) Content appropriate for Minors and Section 230 Notice: You acknowledge Your responsibility to prevent minors under Your care from accessing harmful or inappropriate material on Your site and services. You agree not to allow minors to view any such materials and agree to take responsible measures to prevent them from doing so. Numerous commercial online safety filters are available that may help users limit minors’ access to harmful or inappropriate material. Under 47 U.S.C. §230(d), you are hereby informed that you can research such services at websites such as www.asacp.org. Please note that the Service makes no representation or warranty regarding any of the products or services referenced on such sites and recommends that the user conduct appropriate due diligence before purchasing or installing any online filter. You agree to take particular steps to prevent minors from viewing these kinds of materials if Your computer can be accessed by a minor. Finally, you agree that if You are a parent or guardian of a minor child, it is Your responsibility, not Ours, to keep any age-restricted content on Our Site from being displayed or accessed by Your children or wards.

(g) Under the Communications Decency Act (“CDA”), 47 U.S.C. § 230(c)(1), and court decisions interpreting the scope of the CDA, you acknowledge and understand that Diadyn operates as the provider of an interactive computer service. Thus, we are immune from, and cannot be held responsible for, claims arising from the publication of Your Content (including third-party content published on Your website (s)). We do not create such content, and We are not responsible for the publication of remarks or communications of You or third parties that may arguably rise to the level of being actionable under federal or state laws including, but not limited to, the publication of material that might be considered defamatory, or violative of privacy or publicity rights. Note, that federal law allows Diadyn to remove any content found to be offensive, defamatory, obscene, or otherwise violative of Our policies, without impacting Our immunity status as an interactive computer service. Nothing contained in this Section is intended to limit or alter the immunity from claims provided by Section 230 of the Communications Decency Act. If any court finds that any third-party communication or third-party content hosted by us falls outside of the realm of the immunity provided by the CDA, this shall not be deemed to be a waiver of any legal protections provided by Section 230 for any other content posted on our Site or hosted via our Services.

8.1 Specific Requirements for Service Providers and User-Generated Content Subscribers.

(a) If You use Our Services for any site, sub-domain, page, or business model that allows Your end users or customers to control or upload material to Internet space assigned to You by Us, you shall be deemed to be acting as a “Service Provider” concerning such services and/or customers. Service Providers include but are not limited to customers who; (i) resell bandwidth as hosts to third parties; (ii) operate user-generated content sites such as forums, “tube” sites, review sites, and online classified advertising sites; (iii) operate search engines; or (iv) operate peer-to-peer file sharing networks. Customers acting as a Service Provider for third-party users shall comply with the following provisions:

1. You shall notify Us of all domains, web pages, or IP addresses for which You are acting as a Service Provider.

2. You shall comply with 17 U.S.C. §512 of the DMCA by properly designating an agent for receipt of copyright infringement notices, and You shall publish a link on the home page of any website for which You are a Service Provider to a DMCA Notice and Takedown Policy, identifying the website’s designated agent and associated contact information. “Service Providers” within the meaning of 17 U.S.C. § 512(k)(1) require that any DMCA Notices relating to alleged infringement of a Diadyn Service Provider Customer be submitted directly to the DMCA Agent designated by such Customer.

3. You shall provide Us with a current link to Your DMCA Notice and Takedown Policy and further advise Us of any changes to Your Designated Agent contact information. This shall be a continuing obligation for as long as You use Our Services.

It is the policy of Diadyn to provide any infringement notices it receives relating to Service Provider subscribers directly to the subscriber’s Designated DMCA Agent, and to further notify any copyright claimants of the identity and contact information for such Agent. Failure to maintain compliance with this section shall constitute a material breach of these Terms.

(b) In keeping with Our DMCA policies and obligations set forth above, You understand, agree, and expressly allow Us to access and subsequently disable public access to any files or data residing on the server, disk, partition, or other data space under Your control when such files or data, in Our discretion: (i) have been identified in a substantially-compliant DMCA notice under 17 U.S.C. § 512; or (ii) when We become aware of facts or circumstances indicating that such files or data are infringing on the copyrights or other intellectual property rights of third parties. Given that Our customers may employ various methods of securing files in conjunction with Our Services, and in an attempt to avoid material disruption of Our customer’s Services, you agree that You will provide Us with Your preferred procedure for disabling access to material identified under this provision. If We forward You a substantially compliant DMCA Notice that concerns content under Your control, You are obligated under these Terms to immediately disable or remove access to such content. Irrespective of the above, we reserve the right to disable or remove access to such content, at Our discretion, and without a claim of damage or injury by You. While We will attempt to simply disable access to such Content without fully deleting it, or suspending all services to your Account, we make no warranties concerning harm or injury to the Content and reserve the right to take any necessary actions to disable access to the identified material, including suspension or termination of Services. It is therefore in Your best interest to promptly respond to any DMCA Notices You may receive. Should You or Your website’s users feel that such DMCA Notice was erroneously or improperly sent, you must follow the Counter-Notification procedure outlined in our  Copyright Policy, and wait the required period, before We allow public access to the content to resume.

(c) Nothing contained in this Section, or any part of these Terms, shall constitute legal or professional advice regarding any matter referenced therein. You are responsible for obtaining your legal advice regarding compliance with all applicable laws or regulations.

8.2  Content that You Make Publicly Available.

(a) In addition to the license granted in Section 12.1(a), You also authorize others to use the User Content that you publicly share or Make Available through the Services.

(b) You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.

(c) Diadyn agrees to use any personally identifiable information contained in any of your User Content by Diadyn’s  Privacy Policy, to the extent applicable. Additionally, please note that certain information, statements, data, and content (such as photographs) that you may submit to Diadyn, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any User Content is voluntary on your part.

(d) We may modify or adapt your User Content to transmit, display, or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

(e) If you use any “rating” feature of the Services, as applicable, and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to Diadyn, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all rights, title, and interest in, and Diadyn is free to use, without any attribution or compensation to you, any ratings submitted within the Services, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Diadyn may use any of this Feedback in aggregated or non-aggregated form, however, Diadyn is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

(f) Forums and messaging. Diadyn may offer various forums where you can post your observations and comments on designated topics. By offering this feature, Diadyn is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Please note that ideas you post and information you share may be seen and used by other Users, and Diadyn cannot guarantee that other Users will not use the ideas and information that you share on the Services. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Services. Please refer to Section 11 and our  Copyright Policy  for more information regarding how we treat infringing content. DIADYN IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY DIADYN COMMUNITY FORUMS.

More simply put:

Anything you upload remains yours and is your responsibility. We also require that you take care to protect minors from accessing harmful material on your websites. Please note that we cooperate with law enforcement. Also, you permit us to use your content as necessary to provide you with the Services.

Some of Diadyn’s amazing customers are also service providers. If you are one, please note that there are special requirements applicable to you, like removing infringing content and protecting minors.

9. AVAILABILITY OF WEBSITE/SERVICES

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs, or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

10. PRODUCT CREDITS OR REFUND

Diadyn Technology will not refund the subscription already charged or taken for a period as the trial periods are already enabled for all solutions for the end-user to test it before the purchase. However, due to any reason, we have considered the credit back and you are provided with a product credit (“Credit”), whether for the redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, canceled, transferred, or not renewed. The Credit will expire one (1) year from the date of purchase of the Purchased Product if the Credit has not been redeemed. If the Credit is redeemed, after the initial subscription period, the product will be automatically renewed at the then-current renewal price until canceled. If you wish to cancel the automatic renewal of the product, you may do so by visiting your Account or by contacting customer support. In the event your Purchased Product includes a free domain name or email account, if you cancel the Purchased Product, the list price for the domain name or the email accounts will be deducted from the refund amount. The list price is the price of the domain name or email account listed on Diadyn Technology’s website and is not subject to any promotion, discount, or other reduction in price. For credit issues with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, at our sole discretion.

11. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY

Diadyn Technology generally does not pre-screen User Content (whether posted to a website hosted by Diadyn Technology or posted to this Site). However, Diadyn Technology reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Diadyn Technology may remove any item of User Content (whether posted to a website hosted by Diadyn Technology or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Diadyn Technology in its sole and absolute discretion), at any time and without prior notice. Diadyn Technology may also terminate a User’s access to this Site, or the Services found at this Site if Diadyn Technology has reason to believe that the User is a repeat offender. If Diadyn Technology terminates your access to this Site or the Services found at this Site, Diadyn Technology may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

(a) Diadyn may terminate your Subscription at its sole discretion at any time for any reason or no reason (“Termination without Cause”). In such case, Diadyn will provide You with thirty (30) days’ written notice before the discontinuation of Services. If Diadyn cancels your Subscription under any of the terms outlined in these Terms, except Termination without Cause, Diadyn shall not refund to You any fees paid or prepaid of such cancellation and You shall be obligated to pay all fees, and charges accrued before the effectiveness of such cancellation. If Diadyn terminates the Agreement for cause, all prepaid Fees will be forfeited and are not refundable. The termination of your Subscription does not relieve You of Your obligation to pay any Fees accrued or payable to Diadyn before the effective date of termination of your Subscription.

(b) In addition to Diadyn’s right to terminate your Subscription provided elsewhere in these Terms, Diadyn may terminate your Subscription effective immediately if, based on Diadyn’s sole judgment, it determines that You or any of Your end users: (i) have breached the Acceptable Use Policy (“AUP”) or Anti-Spam Policy, (ii) have infringed or violated any intellectual property right or privacy or publicity right of a third party, (iii) have not complied with any applicable law, statute or regulation, or (iv) have uploaded, published or disseminated any images, text, graphics, code or video which Diadyn considers illegal or high risk, in its discretion, or (v) breached these Terms. Nothing contained in these Terms is intended to, or shall, impose any duty or obligation upon Diadyn to monitor or review Your Content (defined in Section 12) or the content of Your end users at any time. You remain solely responsible for Your Content, and any liability generated therefrom.

(c) The termination of your Subscription will end Your access to the Services and Your license to the Materials. Diadyn shall not be liable to You or any third party for termination of the Services permitted under these Terms. Upon termination of your Subscription, Diadyn reserves the right to maintain copies of Your data files and records for archival purposes but does not undertake any obligation to do so. Diadyn reserves the right to impose an early termination charge for all Services terminated before the last day of the billing cycle.

(d) If either party cancels or terminates your Subscription for any reason, you shall be solely responsible for making all necessary arrangements for securing a replacement service provider and timely moving all electronic data, graphics, images, video, or text to the new service provider.

(e) Diadyn will not have any liability whatsoever to you for any suspension or termination, including for deletion of Content. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. You may close your Account by using the feature provided in the Services or, in the alternative, by emailing us at support@diadyntechnology.com. We will proceed to close your Account and send you an email confirmation.

More simply put:

We may change or terminate your account at any time. Any fraud or sketchy behavior and we will suspend or terminate your account and may report you. To initiate a termination, you can do so within your account or contact Support.

12. DISCONTINUED SERVICES; END-OF-LIFE POLICY

Diadyn Technology reserves the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services at any time, for any or no reason, and without prior notice. Although Diadyn Technology makes great effort to maximize the lifespan of all its Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued or reach its End-of-Life (“EOL”). If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by Diadyn Technology, in any way, effective on the EOL date.

i)Notice and Migration. If any Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely ceasing reliance on said Service before the EOL date. In either case, Diadyn Technology will offer a comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by Diadyn Technology in its sole and absolute discretion. Diadyn Technology may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any loss or damage arising from any such migration. If a feature, functionality, or aspect of any Service we offer has reached or will reach EOL, then we will attempt to notify you thirty or more days in advance of the EOL date. However, if the Service maintains a least reasonably equivalent functionality without such feature, functionality, or aspect, as determined by Diadyn Technology in its sole and absolute discretion, Diadyn Technology will not be required to offer a comparable feature or functionality for the Service or a refund.

ii)No Liability. Diadyn Technology will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Services we may offer or facilitate access to.

13. BETA SERVICES

From time to time, Diadyn Technology may offer new Services (limited preview services or new features to existing Services) in a pre-release version. New Services, new features to existing Services, or limited preview services shall be known, individually and collectively, as “Beta Services”. If you elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) The Beta Services are provided as-is, so we do not recommend using them in production or mission critical environments; (iv) Diadyn Technology reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) Commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Diadyn Technology may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience; (viii) You acknowledge and agree that Diadyn Technology may track your browsing behavior, links clicked, items purchased, your device type, and to collect various data, including analytics, about how you use and interact with our Beta Services; (ix) You acknowledge and agree that all information regarding your use of the Beta Services, including your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Diadyn Technology; (x) The Beta Services are provided “as is”, “as available”, and “with all faults”. You acknowledge and agree that we may use your feedback for any purpose, including product development purposes. At our request, you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your use of the Beta Services shall be owned exclusively by Diadyn Technology. To the fullest extent permitted by law, Diadyn Technology disclaims any warranties, statutory, express, or implied, concerning Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

14. FEES AND PAYMENTS

You agree that your Payment Method may be charged by one of our affiliated entities or through our local payment service provider, and is subject to the provisions of our Privacy Policy.

(a) If you purchase any Services that we offer for a fee, either on a one-time or on a Subscription basis (collectively “Fees”), you agree and consent to Diadyn’s use of third-party payment providers for billing and processing online payments (see below), and you agree to pay the applicable Fees for the Services (including, without limitation, periodic fees for Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Unless separately negotiated by You and Us, and confirmed by a separate written agreement, the initial and recurring Fees for the Services selected by You shall be as provided in the initial online order form. All set-up fees and special programming fees are non-refundable. Unless otherwise indicated, we may invoice Fees for Services in advance. Failure to make payment of Fees for Services when due may result in the suspension or termination of Services.

(b) Services are billed on an automatic, auto-renewal, and recurring basis unless and until you follow Diadyn’s cancellation procedure outlined in this Agreement. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 6(c)). Our Subscriptions may be subject to usage limits. You agree and understand that we verify the use of the Service periodically. If as part of a routine verification process, we determine that Usage exceeds the current amount of usage limits purchased, we reserve the right to invoice you for the additional use. We may contact you to discuss your current plan and other options available to you. You agree to upgrade to a higher usage plan if necessary.

(c) At the time of registration, you must select a payment method. By providing a payment method, You expressly authorize Diadyn to charge said payment method at regular intervals subject to Your particular Subscription. Diadyn reserves the right to contract with a third party to process all payments. Such a third party may impose additional terms and conditions governing payment processing. If You do not pay all Fees when due, Your account will be deemed past due. For any past due Fees, Diadyn reserves the right to charge You interest at one and one-half percent (1.5%) or the highest rate allowed by applicable law, whichever is lower, per month of the unpaid amount, until paid.

(d) You agree to pay any taxes, including personal property, value-added, or sales taxes, resulting from Your use of the Services. Diadyn is not responsible for any bank fees incurred by You due to Your use of check cards, automatic payment services, insufficient funds, and any other fees your financial institution may impose due to Your use of the Services. If Diadyn should receive less than full payment of the Fees due to taxes, bank charges, transfer fees, or the like, Diadyn will invoice You for the difference between the payment received and the Fees due. You also agree to pay all attorney and collection fees arising from Diadyn’s efforts to collect any past-due Fees.

(e) If you cancel any Service before the expiration of the pre-paid Fees, You understand and agree that Diadyn, at its sole discretion, may not issue You any refund whatsoever, including but not limited to any remaining pre-paid Fees, set Fees, and/or special programming Fees. Any refunds, if any, will be refunded to the original method of payment only.

(f) If you do not pay on time or if Diadyn cannot charge your payment method for any reason, Diadyn reserves the right to either suspend or terminate your Subscription, access to the Services, and/or Account and terminate these Terms.

More simply put:

A valid payment method (like a credit card) is required for payable Services. You will be billed for your Subscription Fees periodically. The Subscription renews automatically unless you tell us otherwise. If we are not able to process payment of Fees using your payment method, we may suspend or cancel your services. No refunds.

(A) GENERAL TERMS, INCLUDING AUTOMATIC RENEWAL TERMS

Payment Due at Time of Order; Non-Refundable. You agree to pay all amounts due for Services at the time you order them. All amounts are non-refundable unless otherwise noted in the Refund Policy.

a) Price Changes. Diadyn Technology reserves the right to change its prices and fees at any time, and such changes shall be posted online at this Site and effective immediately without the need for further notice to you. If you have purchased or obtained Services for months or years, changes in prices and fees shall be effective when the Services in question come up for renewal as further described below.

b) Payment Types. You may pay for Services by using any of the following “Payment Methods”: (i) valid credit card, (ii) electronic payment from your personal or business checking account, as appropriate (iii) PayPal. Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active Services in your Account. In addition, you agree that the location for the processing of your payments may change for any reason, including the type of Payment Method chosen, the currency selected, or changes or updates made to your Payment Method.

c) Refunds and Refunds Issued. You agree that there is no refund for the services used as we provide a free trial for 30 days to all our solutions. In the case of any reason, if we agree to refund, you agree that where refunds are issued to your Payment Method, Diadyn Technology’s issuance of a refund receipt is only confirmation that Diadyn Technology has submitted your refund to the Payment Method charged at the time of the original sale and that Diadyn Technology has no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer. In the event a refund is issued to your Payment Method and the payment provider, payment processor, or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Diadyn Technology, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an in-store credit; (ii) via issuance of a Diadyn Technology check, which will be sent to the mailing address on file for your Account; or (iii) in some jurisdictions, as a bank transfer, when the payment processor cannot refund back to the Payment Method. Diadyn Technology also has the right to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.

d) Monthly Billing Date. If you are being billed every month, your monthly billing date will be based on the date of the month you purchased the Services, unless that date falls after the 28th of the month, in which case your billing date will be the 28th of each month.

e) Auto-Renewal Terms. Other than as required by applicable law, Diadyn Technology does not retain hard copies or electronic versions of mandate, standing order, or standing instruction forms and/or any signed consents relating to your usage of our automatic renewal services, and we are therefore unable to provide any such document upon request. You may view or change your automatic renewal settings at any time by logging into your Diadyn Technology account.

TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, ALL SERVICES ARE OFFERED ON AUTOMATIC RENEWAL. EXCEPT FOR REASONS DESCRIBED BELOW IN THIS SECTION, AUTOMATIC RENEWAL AUTOMATICALLY RENEWS THE APPLICABLE SERVICE UPON EXPIRATION OF THE THEN CURRENT TERM FOR A RENEWAL PERIOD EQUAL IN TIME TO THE MOST RECENT SERVICE PERIOD (EXCEPT FOR DOMAIN NAMES WHICH MAY RENEW FOR THE ORIGINAL SERVICE PERIOD). FOR EXAMPLE, IF YOUR LAST SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL TYPICALLY BE FOR ONE YEAR. HOWEVER, IN THE EVENT RENEWAL WITH THE PAYMENT METHOD ON FILE FAILS, DIADYN TECHNOLOGY MAY ATTEMPT TO RENEW THE APPLICABLE SERVICE FOR A PERIOD LESS THAN THE ORIGINAL SUBSCRIPTION PERIOD TO THE EXTENT NECESSARY FOR THE TRANSACTION TO SUCCEED.

UNLESS YOU DISABLE THE AUTOMATIC RENEWAL OPTION, DIADYN TECHNOLOGY WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD ASSOCIATED WITH THE SERVICE(S) IN YOUR ACCOUNT OR YOUR DESIGNATED BACKUP PAYMENT METHOD(S) ON FILE WITH DIADYN TECHNOLOGY. IN AUTOMATICALLY RENEWING YOUR SERVICES, DIADYN TECHNOLOGY WILL FIRST ATTEMPT TO CHARGE THE PAYMENT METHOD ASSOCIATED WITH THE SERVICE(S) IN YOUR ACCOUNT. IN THE EVENT DIADYN TECHNOLOGY CANNOT SUCCESSFULLY CHARGE THIS PAYMENT METHOD, WE WILL ATTEMPT TO CHARGE THE PAYMENT METHOD(S) DESIGNATED AS “BACKUP” IN YOUR ACCOUNT. RENEWALS WILL BE CHARGED AT DIADYN TECHNOLOGY’S THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. TO SEE THE RENEWAL SETTINGS APPLICABLE TO YOU AND YOUR SERVICES, SIMPLY LOG INTO YOUR ACCOUNT MANAGER FROM THIS SITE AND FOLLOW THE STEPS FOUND HERE. IF YOU DO NOT WISH FOR ANY SERVICE TO AUTOMATICALLY RENEW, YOU MAY ELECT TO CANCEL AUTO RENEWAL, IN WHICH CASE, YOUR SERVICES WILL TERMINATE UPON EXPIRATION OF THE THEN CURRENT TERM, UNLESS YOU MANUALLY RENEW YOUR SERVICES BEFORE THAT DATE. IN OTHER WORDS, SHOULD YOU ELECT TO CANCEL YOUR PRODUCT AND FAIL TO MANUALLY RENEW YOUR SERVICES BEFORE THEY EXPIRE, YOU MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, AND DIADYN TECHNOLOGY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.

IN ADDITION, DIADYN TECHNOLOGY MAY PARTICIPATE IN “RECURRING BILLING PROGRAMS” OR “ACCOUNT UPDATER SERVICES” SUPPORTED BY YOUR CREDIT CARD PROVIDER (AND ULTIMATELY DEPENDENT ON YOUR BANK’S PARTICIPATION). IF WE ARE UNABLE TO SUCCESSFULLY CHARGE YOUR EXISTING PAYMENT METHOD, YOUR CREDIT CARD PROVIDER (OR YOUR BANK) MAY NOTIFY US OF UPDATES TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, OR THEY MAY AUTOMATICALLY CHARGE YOUR NEW CREDIT CARD ON OUR BEHALF WITHOUT NOTIFICATION TO US. BY RECURRING BILLING PROGRAM REQUIREMENTS, IF WE ARE NOTIFIED OF AN UPDATE TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, DIADYN TECHNOLOGY WILL AUTOMATICALLY UPDATE YOUR PAYMENT PROFILE ON YOUR BEHALF. DIADYN TECHNOLOGY MAKES NO GUARANTEES THAT WE WILL REQUEST OR RECEIVE UPDATED CREDIT CARD INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO MODIFY AND MAINTAIN YOUR ACCOUNT SETTINGS, INCLUDING BUT NOT LIMITED TO (I) CANCELLING PRODUCTS AND (II) ENSURING YOUR ASSOCIATED PAYMENT METHOD(S) ARE CURRENT AND VALID. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO DO SO, MAY RESULT IN THE INTERRUPTION OR LOSS OF SERVICES, AND DIADYN TECHNOLOGY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.

If for any reason Diadyn Technology is unable to charge your Payment Method for the full amount owed, or if Diadyn Technology receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Diadyn Technology may pursue all available lawful remedies to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any domain names or Services registered or renewed on your behalf. Diadyn Technology also reserves the right to charge you reasonable “administrative” fees” for (i) tasks Diadyn Technology may perform outside the normal scope of its Services, (ii) additional time and/or costs Diadyn Technology may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Diadyn Technology in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) UDRP actions(s) in connection with your domain name(s) and/or disputes that require accounting or legal services, whether performed by Diadyn Technology staff or by outside firms retained by Diadyn Technology; (iii) recouping any costs and fees, including the cost of Services, incurred by Diadyn Technology as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Diadyn Technology. Diadyn Technology may offer product-level pricing in various currencies. The transaction will be processed in the selected currency and the pricing displayed during the checkout process will be the actual amount submitted for payment. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charge, which may be added to the final amount that appears on your bank statement or posted as a separate amount. In such an event, the details with the issuer of your payment method have to be checked and verified. In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax (“VAT”), Goods and Services Tax (“GST”), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.

(B) REFUND POLICY

Products and Services available for refunds are described here (“Refund Policy”). As we provide a 15-day trial/demo period for our solutions we do not encourage a refund after subscribing to the solutions from our portal.

(C) IN-STORE CREDIT BALANCES

If your Account contains an in-store credit balance: (1) you may apply any available credit balance to any future purchase in your Account; and (2) you authorize Diadyn Technology to apply any available credit balance to any outstanding administrative fees, chargebacks, or other fees related to your Account. If Diadyn Technology is unable to successfully charge either the Payment Method associated with a specific Service in your account or your backup Payment Methods when processing Service renewals, Diadyn Technology may use any available in-store credit balance if there are enough funds to cover the entire transaction. Regardless of the amount of in-store credit available in your account, Diadyn Technology is not responsible for the loss of products resulting from an inability to collect funds from your Payment Methods or the in-store credit. In-store credits will be applied based on the currency selected in the shopping cart at the time of purchase (or renewal). If you have more than one in-store credit, then the credits will be processed according to the age of the credit, with the oldest in-store credit being applied first. If additional funds are required to complete the purchase or renewal, credits held in a non-selected currency will be converted using Diadyn Technology’s daily exchange rate based on the age of the credit (oldest to newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available balance left in your account. You understand and agree that at the time of conversion, Diadyn Technology may also impose an additional administrative fee. You can verify your available in-store credit balance at any time through your Account on the Diadyn Technology website. You acknowledge that in-store credit balances are non-transferable, may only be used in the Account in which they were acquired, and may expire. Complimentary in-store credits will expire one year after issuance or within any other period Diadyn Technology may specify in your Account. If Diadyn Technology terminates your Account, you acknowledge and agree that any remaining available in-store credit balance will be forfeited. You also acknowledge that funds available in your in-store credit balance will be held by Diadyn Technology and will not accrue or pay interest on your behalf. To the extent any interest may accrue, you agree that Diadyn Technology is entitled to receive and keep any such amounts to cover costs associated with supporting the in-store credit balance functionality.

(D) EXPIRED DOMAIN NAME PURCHASES

For expired domain names purchased through your account, you agree that you are responsible for payment within forty-eight (48) hours of auction close for the successful bid amount plus the one (1) year renewal or transfer fee (from the end of the domain name’s previous registration period), plus ICANN fee, if applicable, or any valid payment method associated with the account, will be charged on the third day following the auction close. If we are unable to collect payment, you may lose the right to purchase the domain name.

15. ADDITIONAL RESERVATION OF RIGHTS

Diadyn Technology expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Diadyn Technology in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Diadyn Technology in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry or registrar, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Diadyn Technology, its officers, directors, employees and agents, as well as Diadyn Technology’s affiliates, including, but not limited to, instances where you have sued or threatened to sue Diadyn Technology, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Diadyn Technology’s business, operations, reputation or shareholders. Diadyn Technology expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels. Diadyn Technology expressly reserves the right to terminate, without notice to you, any Services where, in Diadyn Technology’s sole discretion, in case it is found that you are harassing or threatening Diadyn Technology and/or any of Diadyn Technology’s employees. Diadyn Technology Content. Except for User Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos, and interactive features, and the trademarks, service marks, and logos contained therein. “Diadyn Technology Content” is owned by or licensed to Diadyn Technology in perpetuity, and is subject to copyright, trademark, and/or patent protection. Diadyn Technology Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Diadyn Technology. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Diadyn Technology reserves all rights not expressly granted in and to the Diadyn Technology Content, this Site, and the Services, and this Agreement does not transfer ownership of any of these rights.

16. NO SPAM; LIQUIDATED DAMAGES

i) No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services to send spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation. We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE), or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following:

Bulk Email Messages

Newsgroup postings

Windows system messages

Pop-up messages (aka “adware” or “spyware” messages)

Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)

Online chat room advertisements

Guestbook or Website Forum postings

Facsimile Solicitations

Text/SMS Messages

We will not allow our servers and services to be used for the purposes described above. To use our products and services, you must not only abide by all applicable laws and regulations, which include the related laws existing in the country, but you must also abide by this no-spam policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have “opted-in” to receive messages. They must include a legitimate return address and reply-to address, the sender’s physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number. If we determine the account, products, or services in question are being used in association with spam, we may re-direct, suspend, or cancel any account, website hosting, domain registration, email boxes, or other applicable products or services. In such event, at our election, we may require you to respond by email to us stating that you will cease to send spam and/or have spam sent on your behalf and to require a non-refundable reactivation fee to be paid before the site, email boxes, and/or services are reactivated. We encourage all customers and recipients of emails generated from our products and services to report suspected spam. Suspected abuse can be reported by email or through our Spam Abuse Complaint Center on the Web.

i) Web: report abuse.

ii) Liquidated Damages. You agree that we may immediately terminate any Account that we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of 1.00 $ for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.

17. TRADEMARK AND/OR COPYRIGHT CLAIMS

Diadyn Technology supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bonafide copyright, please refer to Diadyn Technology’s Trademark and/or Copyright Infringement Policy referenced above and available here.

Diadyn does not permit copyright-infringing activities and infringement of intellectual property rights on the Services, and under the safe-harbor provisions provided by the Digital Millennium Copyright Act of 1998 (“DMCA”), Diadyn will remove User Content if properly notified that such User Content infringes on another’s intellectual property rights (please refer to our Copyright Policy). Diadyn reserves the right to remove User Content without prior notice.

More simply put:

If someone is stealing your copyrights and you let us know, we will remove that content.

18. LINKS TO THIRD-PARTY WEBSITES, SERVICES, SOFTWARE AND LICENSING

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Diadyn Technology. Diadyn Technology assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Diadyn Technology does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Diadyn Technology from any liability arising from your use of any third-party website. Accordingly, Diadyn Technology encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

(a) Third-Party Services. You may in Your sole discretion elect to use third-party products, software and/or services (collectively, “Third-Party Services”, offered by one or more “Third Party”) in connection with the Diadyn Services such as through the Diadyn Marketplace and Diadyn may in its sole discretion help facilitate Your use of such Third-Party Services in connection with the Diadyn Services, however You acknowledge and agree as follows: (i) You are solely responsible for purchasing or licensing Third-Party Services as may be required by any such third party; (ii) You shall be subject to any applicable terms governing such Third-Party Services, which are in addition to this Agreement; (iii) You shall pay all fees charged by such third party for such Third-Party Services, and recognize that the terms governing such fees (including any price adjustments) are not necessarily in Diadyn’s control, even if payment is facilitated through the Diadyn Services; (iv) regardless of Diadyn’s assistance, You are solely responsible for installing and maintaining any Third-Party Services at Your expense; and (v) DIADYN SHALL NOT BE LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES, and any assistance provided by Diadyn in connection with such Third-Party Services shall not alter Your responsibility or Our liability disclaimer under this section.

You agree and understand that you, and not Diadyn, are solely responsible for your compliance with the licensing terms of any Third-Party Services or products that are made available to you within the Diadyn Services. If Diadyn notifies you of any reporting or compliance obligations to the Third-Party provider, you must report your usage and comply with any licensing terms. Diadyn will not and does not monitor your compliance. Notwithstanding the foregoing, if any such Third-Party provider finds you (or any of Diadyn’s customers) non-compliant with the Third Party’s agreement or obligations, Diadyn reserves the right to terminate the Services or Account of the non-compliant customer, without giving any advance notice. You agree and understand that Diadyn may and will share all available Customer data with the applicable Third Party if contractually obligated.

(b) Third-Party Sites and Links. The Services may also be linked to other websites that are not Diadyn properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Diadyn, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any terms and conditions, user guides, and privacy policies of any of Third-Party Sites. Diadyn does not verify, make any representations, or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT DIADYN WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Services to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply Diadyn’s endorsement or recommendation.

(c) Bring Your License. Bring Your License (“BYOL”) is the process by which you bring your previously purchased licenses to run on our cloud (Cloud Server). Our deployment model has options to meet platform licensing needs, i.e. you can use licenses provided by us or you can bring your own. When you BYOL, any licensing costs of the product you bring are removed from the price of the instance, and you are solely responsible for managing your licenses.

Our server service provider (Vultr) is a Microsoft Authorized Mobility Partner (AMP) and participates in the Microsoft Software Assurance program. The License Mobility program is part of Microsoft Software Assurance and allows you to bring specific Microsoft product licenses to a new cloud infrastructure. Please visit the Microsoft Product Terms at http://www.microsoft.com/licensing/about-licensing/product-licensing.aspx to view a full list of eligible products.

All Diadyn customers using License Mobility through Microsoft Software Assurance are required to complete the license verification process. Once completed, Microsoft will validate that you have eligible licenses with active Software Assurance.

To start the verification process and review additional details, please go to: https://www.microsoft.com/en-us/licensing/licensing-programs/software-assurance-license-mobility.aspx.

Please be aware that in every instance, now or at a future time, verification must be completed within ten (10) days of deploying eligible Microsoft Server Application Instances. Upon completing and submitting the verification process, Microsoft will confirm with you and to Diadyn.

When completing the verification submission form, please submit via email to Microsoft at: electagr@microsoft.com and copy Diadyn at: support@diadyntechonology.com

Eligible Microsoft server applications can be deployed on our Cloud using existing active licenses through the Software Assurance program. This option allows you to move your existing work environments more conveniently to our Cloud, without any additional Microsoft software licensing fees. This licensing feature is available to Microsoft Volume Licensing customers with eligible server applications covered by active Microsoft Software Assurance (SA) contracts. For further guidance and details, please review the License Mobility & Software Assurance guidelines at Microsoft License Mobility. Your acceptance of these terms is your acknowledgment of the requirements to complete the Microsoft License mobility verification.

More simply put:

We are not responsible for third-party services so use them at your own risk.

If you use third-party services on the Diadyn platform, you permit us to send your data to those services.

If you use third-party services you agree that we do not provide a warranty nor are we responsible for their legal terms, so get advice beforehand, and read their online terms and policies.

You can bring your third-party licenses to Diadyn Services, or you can contract third-party licenses through us.

19. THE APP MARKETPLACE

As part of our Services, we may offer access to our online marketplace (the “App Marketplace”) for third-party and proprietary cloud and downloadable software applications, plugins, and extensions (the “Apps”) that are designed to interoperate with our Services, software and cloud offerings.

We make it easy for you to obtain apps that interact with our Services through our marketplace.

20. ADDITIONAL PROVISIONS REGARDING THE SERVICES

20.1 Backups & Data Loss. You agree that Your use of Diadyn’s Services is at Your own risk and that Diadyn is not liable for any data loss in connection with its Services. You are solely responsible for creating backups of Your Content. If, during Our routine maintenance, we do create a backup of Your Content which You later request Us to restore to Your account, we cannot guarantee that we will be able to do so, or that Your Content will be unharmed as a result of the initial data loss or the subsequent restore procedure. To that end, we highly recommend that You establish Your routine backup procedure and that You periodically test restoring files from Your backup media to ensure that You are making viable backups. Should you wish Diadyn to provide you with routine backup services, in addition to the Services provided under these Terms, please contact us at https://diadyntechnology.com/help-center . We offer many different backup solutions as an add-on service to Our regular Services, and all such services are provided through a separate, written agreement.

20.2 Resource Usage. Diadyn reserves the right to suspend services or disable accounts if the account unduly stresses system resources. Diadyn will advise You of a temporary block placed on any account found to be consuming an inordinate amount of system resources, to the point of degrading overall system performance.

20.3 Security. Any violation of the security of the Services is prohibited and may result in criminal and civil liability. Unauthorized Access to the servers used to provide the Site, Services, and/or Materials (the “Servers”) is strictly prohibited and is a violation of these Terms and the AUP. You agree not to engage in such activity or to attempt to breach the Servers to alter or manipulate the hardware or software, compromising the Servers, or for any other unauthorized use commonly known as “hacking.” In the event You are involved in any violation of system security, we reserve the right to release information about You to system administrators at other sites to assist in resolving security incidents, and We shall also cooperate with any law enforcement agency investigating a criminal violation of system, cyber threats, or network security. Additionally, any violation of these security provisions may, at Our sole discretion, be grounds for Termination for Cause of Your Account as per these Terms.

20.4 Bandwidth usage. Your monthly bandwidth allowance is determined by the specific package for which You sign up. If Your account exceeds Your monthly allowance, we reserve the right to charge you overage fees.

20.5 Publicity. You grant us the non-exclusive, royalty-free, worldwide right and license to add your name, trademark, and company logo (“Customer Marks”) to our customer lists, websites, and marketing materials to denote your status as a customer and/or user. You can opt out of this use by contacting us at legal@diadyntechnology.com. Notwithstanding the foregoing, nothing herein will limit our ability to use such Company Marks as otherwise permitted under relevant law.

More simply put;

Please back up your data. No system is perfect and there is always a risk of data loss.

21. UPTIME GUARANTEE

Diadyn offers You a  Service Level Agreement (“SLA”) guaranteeing certain availability of Our Services. To be eligible for any credits to Your account, you must follow the specific procedures outlined in the SLA for notifying us of your desire for credits. You understand and agree that the failure to follow the procedure in the SLA within three (3) days of the triggering event will result in Your waiver of any right to receive credits. SLA credits expire one (1) year after issuance and are not redeemable in cash.

More simply put:

We promise you certain availability for our Services, unfortunately, we sometimes have to interrupt them for maintenance.

22. INTERACTIONS BETWEEN USERS

You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Service. Diadyn may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through the use of the Services or otherwise limit your use of the Service. Diadyn reserves the right but has no obligation, to monitor or become involved in any way with these disputes. You will fully cooperate with Diadyn to investigate any suspected unlawful, fraudulent, or improper activity, including, but not limited to, granting Diadyn access to any password-protected portions of your Account. Diadyn reserves the right to restrict, suspend, or close your account if Diadyn determines, in our sole discretion, that doing so is necessary or in our best interests.

If you have a dispute with one or more Users, you release Diadyn (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

More simply put:

We are not responsible for your relationships with other users.

23. CALIFORNIA RELEASE

If you are a California resident, you waive California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

24. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. DIADYN TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DIADYN TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND DIADYN TECHNOLOGY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY DIADYN TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND CONCERNING THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

25. LIMITATION OF LIABILITY

IN NO EVENT SHALL DIADYN TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT DIADYN TECHNOLOGY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

26. INDEMNITY

You agree to protect, defend, indemnify, and hold harmless Diadyn Technology and its officers, directors, employees, agents, and third-party service providers from and against any claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Diadyn Technology directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

27. COMPLIANCE WITH LOCAL LAWS

Diadyn Technology makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules, and regulations.

28. GOVERNING LAW AND DISPUTE RESOLUTION

(A) This Agreement shall be governed by and construed by the laws of Sharjah, and the laws of the United Arab Emirates as applied in Sharjah. The Vienna Convention on the International Sale of Goods (1980) shall not apply to this Agreement. Any dispute or controversy relating to this Agreement shall be finally and exclusively resolved by arbitration by the Arbitration Rules of Sharjah Court Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration shall be held in Sharjah, United Arab Emirates. The language of the arbitration is the English language. Any award rendered therein shall be final and binding on each and all of the Parties, and judgment may be entered thereon in, and enforced by, the courts having jurisdiction thereof.

(B) Dispute Notice. In the event of a Dispute, you or Diadyn Technology must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Diadyn Technology must be addressed to: Diadyn Technology LLC, Shams Free Zone, United Arab Emirates, and email to legal@diadyntechnology.com. The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Diadyn Technology and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Diadyn Technology may commence an arbitration proceeding under this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.

(C) WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND DIADYN TECHNOLOGY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR DIADYN TECHNOLOGY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

(D) Initiation of Arbitration Proceeding. If either you or Diadyn Technology decide to arbitrate a Dispute, we agree to the following procedure:

i. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered.

ii. Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.

(E) Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Diadyn Technology, or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Diadyn Technology is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

(F) Amendments to this Section. Notwithstanding any provision in these Terms to the contrary, you and Diadyn Technology agree that if Diadyn Technology makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Diadyn Technology’s address) in these Terms, Diadyn Technology will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments. If you affirmatively opt out of any future amendments, you are agreeing that you will arbitrate any Dispute between us by the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If you do not affirmatively opt out of any future amendments, you will be deemed to have consented to any such future amendments.

(G) Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.

29. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER

Please read this carefully if you are a resident of the United States of America. It affects your rights.

(a) Applicable Law. These Terms and any dispute that may arise between you and Diadyn shall be governed by and construed by the Federal Arbitration Act, applicable federal law, and the laws of the State of New Jersey, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against Diadyn must be resolved exclusively by a state or federal court located in Palm Beach County, Florida, except as otherwise agreed by the parties or as described in the Arbitration subsection below.

(a) You agree to submit to the personal jurisdiction of the courts located in Palm Beach County, Florida to litigate all such claims or disputes.

(b) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and Diadyn may attempt to resolve the claim or dispute informally. If you and Diadyn do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.

(c) Arbitration. You agree that Diadyn may elect to resolve the dispute cost-effectively through binding arbitration (including non-appearance-based arbitration). In the event Diadyn elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association, or another established alternative dispute resolution provider (collectively, “ADR”) chosen by Diadyn. The ADR provider and the parties must comply with the following rules: (i) At Diadyn’s option, the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be Palm Beach County, Florida, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief. Arbitral Claims shall include but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Palm Beach County, Florida, and conducted by a single arbitrator knowledgeable in the subject matter of the dispute. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator’s fees. Each party shall bear its own attorneys’ fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys’ fees, all arbitration costs, and arbitrator fees, in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms and shall be bound by governing and applicable law. The arbitrator shall be willing to execute an oath of neutrality. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event, that any litigation should arise between you and Diadyn in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL THE RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

More simply put:

This is where we explain the laws and regulations applicable to these Terms. You agree to negotiate disputes with us before resorting to legal means, and you agree to arbitration in Florida in the event of any claims between us.

30. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

31. NO THIRD-PARTY BENEFICIARIES

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

32. GOVERNMENT RIGHTS

The software elements of the Materials have been developed at private expense and are “commercial computer software” or “restricted computer software” within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to: (i) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (ii) restrict any government rights in any extensions or custom solutions provided here under and developed at government expense.

33. U.S. EXPORT LAWS

This Site and the Services found at this Site are subject to the export laws, restrictions, regulations, and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Services found at this Site to collect, store, or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

34. ELECTRONIC COMMUNICATIONS

The communications between you and Diadyn use electronic means, whether you visit the Diadyn Site, send Diadyn e-mails, or use the Services or whether Diadyn posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Diadyn in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Diadyn provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where Diadyn requires that you provide an e-mail address; you are responsible for providing Diadyn with your most current e-mail address. If the last e-mail address you provided to Diadyn is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Diadyn’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Evidence of successful transmission shall be retained. Each of the parties agrees to the following for all electronic communications: (i) The user identification of a sender, contained in electronic communication, is legally sufficient to verify the sender’s identity and the communication’s authenticity; (ii) An electronic communication sent by You containing Your user identification establishes You as its originator and has the same effect as a document with Your written signature on it; and (iii) An electronic communication, or any computer printout of it, is a valid proof of the validity of the original document of the electronic communication.

More simply put:

If we need to reach you, we will send you an email.

35. RESTRICTIONS ON USE

You shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person and to which you do not have any right, including personal or confidential information of any person or entity without obtaining consent or permission from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Diadyn; (vii) violate any applicable local, state, national or international law; (viii) use our Services in any manner that threatens the unity, integrity, defense, security or sovereignty of UAE, friendly relations of UAE with other countries, or public order, or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting other countries; (ix) create a false identity to mislead any person as to the identity or origin of any communication; (x) use the services for transmitting information that is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; or (xi) use the services in a manner that relates to or encourages any activity prohibited by law in UAE.

GRIEVANCE REDRESSAL

In case of any grievance, our Grievance Officer can be contacted by sending an email to legal@diadyntechnology.com.

36. GENERAL

These Terms together with our  Privacy Policy  and related notices,  Acceptable Use Policy,  Copyright Policy,  Anti-Spam Policy, our  SLA or any separate Contract we may have executed directly with you, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and Diadyn regarding your use of our Services and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction. Diadyn is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties. Beginning upon commencement of the Services to You and continuing for two (2) years after the termination of these Terms or after any other cancellation or termination of Your account or Services with Us, You agree not to directly or indirectly, solicit, hire, contract, or otherwise employ any Diadyn employee who was an employee during the term of these Terms (including the Initial Term and any successive terms), to work for You or any other firm, person or business, of whatever character, corporate or otherwise. Headings. Section and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. Diadyn shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay Diadyn’s performance.

More simply put:

This is the full agreement between us, in addition to all the documents we link herein.

If we choose not to enforce any of these provisions at any time, it does not mean that we give up that right later.

37. NVIDIA TERMS

Use of the Vultr Talon Cloud GPU platform includes the use of Nvidia software and technology. By using Nvidia software and technology, you are agreeing to Nvidia’s terms and conditions, which can be found at https://www.vultr.com/legal/nvidia/.

38. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

ENGLISH LANGUAGE CONTROLS

This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.

CONTACT INFORMATION

If you have any questions about this Agreement, please contact us by email at the following address:

Diadyn Technology LLC

Shams Free Zone, Sharjah

United Arab Emirates – 120743

legal@diadyntechnology.com