DIADYN TECHNOLOGY LLC
UNIVERSAL TERMS OF SERVICE AGREEMENT
Last Revised: 15/11/2020
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 in lieu 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
In order 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, or 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; or
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 and all 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 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 the purposes of any and all 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.
Account and Service Termination Policy:
Diadyn Technology reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services to any User under the following circumstances:
Previous Terminations or Suspensions: If your account or services have been previously terminated or suspended due to a breach of any Diadyn Technology agreement or policy.
Engagement in Prohibited Activities: If you engage in activities deemed inappropriate or unlawful while using the Site or Services. Examples of such activities include, but are not limited to:
Fraudulent or deceptive practices.
Abusive behavior towards other users or Diadyn Technology staff.
Violation of applicable laws or regulations.
If Diadyn Technology detects signs of fraud, abuse, or suspicious activity associated with your account or purchase, we may take immediate action, including:
Canceling any related services.
Closing any accounts associated with your name, email address, or payment method.
We will make reasonable efforts to notify you of such actions and provide you with the opportunity to address any concerns. However, in cases where immediate action is required, services may be suspended or terminated without prior notice to protect the integrity of our platform.
Right to Contest: If you believe your account or services have been wrongfully terminated or suspended, you may contact Diadyn Technology customer support to contest the decision. We are committed to reviewing such requests fairly and transparently.
Legal Action for Fraudulent Activity: Diadyn Technology reserves the right to pursue legal action in cases of confirmed fraudulent activity. You may be held liable for any resulting financial losses, including litigation costs and damages.
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 suspended without prior notice. The subscription fees will usually not be refunded.
1. 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 a link building / link spam, keyword spam, in order to exploit the reputation of Diadyn services for promoting third-party content, goods or services.
2. 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 emails 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
3. Security Violations
You may not attempt to compromise Diadyn Cloud services, to access or modify content that does not belong to you, or to 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 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
4. 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 own customers (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of 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 purposes of 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 acknowledgement 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 in 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 via 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 and all 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, 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 (with the exception of 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 for the purpose of promoting 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.
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 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, cancelled, transferred, or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial subscription period, the product will be automatically renewed at the then-current renewal price until cancelled. 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 Credits issues with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in 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.
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. In the event that 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 either 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 and all loss or damage arising from any such migration. In the event that 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 and all warranties, statutory, express or implied, with respect to the 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 subject to the provisions of our Privacy Policy.
(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.
i)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 need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal as further described below.
ii)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.
iii)Refunds and Refund Issued. You agree that there is no refund for the services used as we provide free trial for 30 days to all our solutions. In case in 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.
iv)Monthly Billing Date. If you are being billed on a monthly basis, 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.
v)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.
IN ORDER 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. IN ORDER 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 PRIOR TO 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. IN ACCORDANCE WITH RECURRING BILLING PROGRAM REQUIREMENTS, IN THE EVENT THAT 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 in order 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 and all 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 post as a separate amount. In such event, the details with your 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 days trial/demo period for our solutions we do not encourage a refund after subscribing the solutions from our portal.
(C) IN-STORE CREDIT BALANCES
In the event that 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. In the event that 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 time period Diadyn Technology may specify in your Account. In the event that 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 for 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 domains 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 rights 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 and all 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” are owned by or licensed to Diadyn Technology in perpetuity, and are 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 do 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 for the purpose of sending 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:
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. In order 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, web site 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 email 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. Web: report abuse.
ii) Liquidated Damages. You agree that we may immediately terminate any Account which 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 bona fide copyright, please refer to Diadyn Technology’s Trademark and/or Copyright Infringement Policy referenced above and available here.
18. LINKS TO THIRD-PARTY WEBSITES
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 and all 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.
19. 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 WITH RESPECT TO 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.
20. 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.
21. 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 and all 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.
22. 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.
23. GOVERNING LAW AND DISPUTE RESOLUTION
(A) This Agreement shall be governed by and construed in accordance with the laws of Sharjah, and the laws of 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 in accordance with 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 pursuant to 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 in accordance with 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.
24. 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.
25. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
26. 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 own 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.
27. 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.
28. 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: