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Deeto Inc. (“We” or “Deeto”) provides a software-as-a-service platform (the “Platform”).
These Deeto Terms of Service for References (the “Terms”), govern your access and use of the SaaS Services.
Please read these Terms carefully as they govern your use of the SaaS Services. These Terms (the “Agreement”) constitute the complete agreement between Deeto and you (each a “Party” and collectively, the “Parties”) and supersede any prior discussions or representations regarding your order or use of the SaaS Services.
BY ASSENTING TO THESE TERMS ONLINE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT ACCEPT ALL THE TERMS HEREIN, YOU MAY NOT ENTER INTO THESE TERMS AND MAY NOT ACCESS AND USE THE PLATFORM.
The SaaS Services have three classes of users. The first are companies, in the role of vendors, that wish to benefit from client-references (e.g., testimonials and recommendations by the customers of any such company). The second class of users are those who provide testimonials and recommendations regarding a vendor's products or services. The third class of users are prospective customers (prospects) of the vendor, who may wish to gain access to the testimonials and recommendations.
These Terms apply only to those are prospective customers (prospects) of the vendor, who may wish to gain access to the testimonials and recommendations and arrange calls with the vendor. These Terms do not apply to organizations in the role of vendors, or references. Our Subscription Terms of Service (Vendors) and Terms of Service (References) apply to organizations in the role of vendors, or references.
1. Definitions. As used in this Agreement, the following terms shall be defined as follows:
1.1.“Documentation” means the written materials, manuals, and other materials supplied by Deeto and related to the Platform.
1.2 “Effective Date” means the date you first entered into these Terms.
1.3 “Feedback” means any suggestion, enhancement, recommendation, request, correction, or other feedback that you provide to Deeto relating to the SaaS Services.
1.4 “Intellectual Property Rights” mean all proprietary information including, without limitation, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the SaaS Services.
1.5 “Platform” means the software-as-a-service platform provided by Deeto that helps businesses to improve their selling process to prospects and connect between prospects and references.
1.6 “SaaS Services” mean functionality of the Platform and all related features and services provided by Deeto as part of the Platform.
2. Use; Credit Points. The Platform is available only to registered users. Your user account will be created either once you sign-up and agree to these Terms (the “Account” or “User Account”). You are solely responsible and liable for all activities performed with or through your User Account. You are prohibited from selling or transferring your Account in any way, to another user, entity or any third party, and must keep your Account login credentials confidential.
Deeto hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the functionality of the Platform and all related features and services provided by Deeto as part of the Platform. You may only use the SaaS Services in accordance with the Documentation, solely for its own internal purposes.
3. Restrictions on Use. You will not: (a) create or enable the creation of derivative works, modifications, or adaptations of the SaaS Services; (b) decompile, reverse engineer or disassemble the SaaS Services; (c) distribute or disclose the SaaS Services to third parties other than as expressly permitted hereunder; (d) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the SaaS Services; (e) rent, sublicense or otherwise allow any third party to use the SaaS Services, or (f) use the SaaS Services for any purpose other than as set forth in this Agreement.
When you use the Platform, you must refrain from -
In addition to any remedies that may be available to us under any applicable law, we may, upon reasonable notice to you, temporarily or permanently deny, limit, suspend, or terminate your User Account, prohibit you from accessing the SaaS Services and take technical and legal measures to keep you off the SaaS Services, if we determine, in our reasonable discretion that -
4. Ownership. Deeto retains all rights and title to the SaaS Services and the Documentation and any copies thereof in any form. You have a limited right to access and use the SaaS Services. All Intellectual Property Rights in and to the SaaS Services and Documentation are retained by Deeto. You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the SaaS Services, the Documentation, and any copies thereof in any form. All rights not granted hereunder by Deeto are expressly reserved by Deeto.
5. Personal Data; User Content. You acknowledge that Deeto will access and process your personal data as explained in Deeto's privacy policy for the SaaS Services.
As a reference, you may access textual, audio to video testimonials of the vendor's customers. We call this "User Content".
You may find User Content not compatible with your expectations, objectionable, annoying, improper, unlawful or immoral. We do not endorse, or sponsor User Content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for User Content.
If you find User Content on the Platform that violates these Terms, please let us know by contacting us at support@deeto.ai. We will review and determine the appropriate steps to take.
We may, but are under no duty to, review content made available through the Platform. We may, in our sole discretion, temporarily or permanently delete or block access to User Content, if we find such content in violation of these Terms.
Requests to remove User Content due to copyright infringement, must be made in accordance with our Copyright Policy. After we receive a request to remove or re-post content on the SaaS Services, we will review the request and act as necessary.
6. Feedback; Changes in the SaaS Services. You may provide Deeto with Feedback regarding the SaaS Services. If you give Deeto Feedback, then you hereby grant to Deeto a worldwide, royalty-free, fully paid-up, exclusive, irrevocable, perpetual, transferable, sub-licensable license to: (a) adapt, modify, and create derivative works of the Feedback; and, (b) to make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Feedback (and adaptations, modifications, and derivative works of the Feedback) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Feedback.
We may maintain the SaaS Services with periodic releases of updates or upgrades. We will determine, in our discretion, the frequency and scope of such releases. We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the SaaS Services.
We may temporarily suspend the operation of the SaaS Services for maintenance purpose, and will aim to do so in a fashion that minimizes the impact users.
7. Term. The term of this Agreement will commence on the Effective Date and will remain in effect, unless earlier terminated in accordance with Section 8 below.
8. Termination; Survival. The Agreement may be terminated for convenience by either party, by notifying the other party in writing (email being sufficient) ten (10) days in advance of termination.
The following sections shall survive any termination, or expiration of the Terms: Ownership, Personal Data and User Content, Feedback; Changes in the SaaS Services, Limitation of Liability, Rights and Remedies, Governing Law and Dispute Resolution, Severability, Entire Agreement.
9. No Warranties. DEETO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SAAS SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GRANTED THE RIGHT TO ACCESS AND USE THE SAAS SERVICES ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT ANY LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE.
10. Limitation of Liability. IN NO EVENT WILL DEETO BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER DEETO WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DEETO’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO DEETO BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CAUSE OF ACTION AROSE, OR FIVE DOLLARS ($5), WHICHEVER IS HIGHER.
11. Rights and Remedies. All rights and remedies conferred by this Agreement or by law are cumulative and may be exercised singularly or concurrently. You acknowledge that any unauthorized use, copying, disclosure, or distribution of the SaaS Services or any related methods, algorithms, techniques, processes, or other information will cause Deeto irreparable harm for which there is no adequate remedy at law, entitling Deeto to injunctive relief in addition to any other legal or equitable remedies.
12. Assignability. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by you without the prior written consent of Deeto, and any such assignment without such prior written consent will be null and void. This Agreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.
13. Amendments; Waivers. This Agreement may not be modified or amended except by a written instrument signed by the parties. In addition, no waiver of any provision of this Agreement will be binding unless set forth in a writing and signed by the Party granting the waiver. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof.
14. Governing Law and Dispute Resolution.
Regardless of your place of residence or where you access or use the SaaS Services from, this Agreement and your use of the SaaS Services will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
If you have a complaint about the SaaS Services or about Deeto, please first contact us at support@deeto.ai. We will carefully review and consider your complaint.
SUBJECT TO THE EXCEPTIONS BELOW, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND DEETO REGARDING THIS AGREEMENT OR THE SAAS SERVICES, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG). THE SUBSTANTIVE LAW OF ARBITRATION SHALL BE THE LAWS OF THE STATE OF NEW YORK.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.
THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THIS AGREEMENT AS A COURT WOULD.
PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU AND TWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.
THE ARBITRATION WILL BE A CONFIDENTIAL PROCEEDING. NEITHER PARTY WILL MAKE ANY PUBLIC ANNOUNCEMENT OR PUBLIC COMMENT OR RELEASE ANY PUBLICITY CONCERNING THE ARBITRATION INCLUDING THE FACT THAT THE PARTIES ARE IN DISPUTE, THE EXISTENCE OF THE ARBITRATION OR ANY DECISION OR AWARD OF THE ARBITRATOR. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ OWN CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND DEETO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO SUPPORT@DEETO.AI, WITHIN SEVEN (7) DAYS OF YOU ENTERING INTO THIS AGREEMENT FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THIS AGREEMENT OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS IN NEW YORK COUNTY IN THE STATE OF NEW YORK, USA AND THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY ASSERT: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO INDEMNIFICATION; (B) A CLAIM ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS), IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT; AND (C) A COURT CLAIM FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF, IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT.
15. Severability. Each provision of these Terms is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of the Terms.
16. Headings. All sections and other headings contained in the terms are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of the Terms or any provision hereof.
17. Entire Agreement. The Agreement contains the entire understanding among the parties and supersedes any prior written or oral agreements between them respecting the subject matter of the Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of the Agreement that is not fully set forth herein.