Last Modified: March 2, 2023
THIS DOCUMENT CONTAINSVERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL ASCONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASEREAD IT CAREFULLY.
THESE TERMS REQUIRE THEUSE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURYTRIALS OR CLASS ACTIONS.
Additionally, we may at any time, for any reason, and without notice or liability: (1) modify, suspend, or terminate operation of or access to the Services or any portion thereof; (2) change, revise, or modify the Services or any portion thereof; (3) interrupt the operation of the Services or any portion thereof for maintenance and support; (4) impose limits on certain features and services, or restrict access to the Services; and/or (5) terminate the authorization, rights, and license given herein. Upon any termination, the rights and licenses granted to you herein shall terminate, and you must cease all use of the Services.
3. Accessing the Website or Platform and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. Occasionally, we may restrict access to some or all parts of the Services, to users, including registered users.
You are responsible for:
– Making all arrangements necessary for you to have access to the Services (including providing your own devices and communications service to use the Platform).·
If you choose, or are provided with a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
4. Intellectual Property Rights
The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Direqt, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
– Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
– You may store files that are automatically cached by your Web browser for display enhancement purposes.
– You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
You must not:
– Modify copies of anymaterials from our Services.
– Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
– Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from our Services.
The Direqt name, the term Chatbot Network, the Direqt logo, slogan, and all related names, logos, product and service names, designs and slogans are trademarks of Direqt or its affiliates or licensors. You must not use such marks without the prior written permission of Direqt. All other names, logos, product and service names, designs and slogans on this Website or the Platform are the trademarks of their respective owners.
6. Prohibited Uses
You agree not to use the Services:
– In any way that violates any applicable federal, state, local or international law or regulation(including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
– For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
– To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
– To impersonate or attempt to impersonate Direqt, a Direqt employee, another user, developer or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
– To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services or which, as determined by us, may harm Direqt or users of the Services or expose them to liability.
Additionally, you agree not to:
– Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
– Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
– Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
– Use any device, software or routine that interferes with the proper working of the Services.
– Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
– Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are hosted, or any server, computer or database connected to the Services.
– Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
– Otherwise attempt to interfere with the proper working of the Services.
7. User Contribution
The Website and Platform may contain message boards, chat rooms, personal web pages or profiles, and other interactive features (collectively, “Interactive Features”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services.
Any User Contribution you post to through our Website, or Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on our Platform, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.
You represent and warrant that:
– You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors and assignees.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Direqt, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
8. Monitoring and Enforcement; Termination
We have the right to:
– Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
– Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
– Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS DIREQT FROM ANY CLAIMS RESULTING FROM ANYACTION TAKEN BY DIREQT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANYACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER DIREQT OR LAWENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Content Standards
These content standards apply to any and all User Contributions and use of Interactive Features. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
– Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
– Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
– Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
– Be likely to deceive any person.
– Promote any illegal activity, or advocate, promote or assist any unlawful act.
– Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
– Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
– Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
– Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
10. Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below).
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”),the written notice (the “DMCA Notice”) must include substantially the following:
– Your physical or electronic signature.
– Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
– Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
– Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
– Include both of the following statements in the body of the DMCA Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by thecopyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”·
– Our designated Copyright Agent to receive DMCA Notices is:
Copyright Compliance Officer
800 5th Ave #101-326
Seattle, WA 98104
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Repeat Offenders: Please note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
11. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, developers, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Direqt, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Direqt. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials“). You acknowledge and agree that Direqt is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Direqt does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. Changes to the Website and Platform
We may update the content available on or through the Website or Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website or Platform may be out of date at any given time, and we are under no obligation to update such material.
13. Information About You and Your Visits to the Website, and the Platform
14. Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
The Website may provide certain social media features that enable you to:
– Link from your own or certain third-party websites to certain content on the Website;
– Send e-mails or other communications with certain content, or links to certain content, on the Website; and
– Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.
Subject to the foregoing, you must not:
– Establish a link from any website that is not owned by you.
– Cause the Services or portions of the Services to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other Website.
– Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
15. Links from the Website
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links to order items or other services. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
16. Geographic Restrictions
17. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, including on the Website, will be free of viruses or other destructive code. You are responsible for deploying anti-virus and other similar protections on your computer or mobile device.
18. Limitation on Liability
IN NO EVENT WILL DIREQT,ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, DEVELOPERS, EMPLOYEES,AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANYLEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,THE SERVICES, ANY WEBSITES LINKED TO THE SERVICES, ANY CONTENT ON THE SERVICESOR SUCH OTHER WEBSITES OR ANY SERVICES OBTAINED THROUGH OUR SERVICES, INCLUDINGANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONALDISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATEDSAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BYTORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IFFORESEEABLE.THE FOREGOING DOES NOTAFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Additional Terms and Conditions for Direqt Developer Platform Overview of Developer Platform
The Direqt Developer Platform is a unique platform for developers to leverage Direqt resources within our Chatbot Network. As a cutting-edge resource in the growing chatbot space, our Platform allows chatbot developers to:
– Create a chatbot profile;
– Enable their chatbot profile to become publicly available;
– Access their chatbot on third party websites supporting the Direqt Platform;
– Integrate their profile and presence with the Direqt Platform to facilitate the communication of messages with users through our webchat or other messaging channels offered with our Services; and
– Promote bots through our Services.
By utilizing our Services to register your bot with the Direqt Developer Platform, you represent and warrant that you have all legally necessary rights, licenses, or additional permissions required to interact with our Platform in this manner.
Registering with the Developer Platform
To register for the Service, you must complete the registration process by providing Direqt with current, complete, and accurate information as prompted by the registration form, including your e-mail address and password. You will protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your account. You will notify Direqt immediately upon learning of any unauthorized use of your account or any other breach of security. Direqt’s support staff may, from time to time, log in to the Service under your customer account in order to maintain or improve service, including to provide you assistance with technical or billing issues. By registering for an account, you represent and warrant that you have the authority to post the bots in our Directory. There is no cost to sign up for a Direqt Developer account .However, there are paid services available.
Communication with Platform Developers
We will send participants in Direqt Developer Platform transactional, informational, and promotional messages and/or offers. These communications may happen in the form of push notifications through the Website, Platform, email, and/or any other ways you may have selected when you enroll in the Platform. If your contact information changes, or if you wish to change your contact information or the method by which we send you messages, please log into your account and update your contact information or preferences. If you do not want us to send you push notifications, please update the settings for your account or send us an email stating your request at email@example.com.
Chatbot Promotion and Integrated Advertising
By utilizing our Platform and registering for Services on our Platform, you represent and warrant that you grant us and our licensees, successors, and assigns the right to:
– Use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties your chatbot;
– Insert advertisements into your public profile;
– Insert advertisements into messages between users and your chatbot;
– Show your profile on our own Website, and other properties, and those of our partners;
– Collect usage statistics and other analytics regarding the interactions between your chatbots and end users, and use that information in aggregate for our purposes;
– Collect information about interactions between end users and advertisements that may be associated with your chatbot(s); and
– Use any information you include as part of your public profile in our marketing and promotional materials.
Other Developer Terms
– You represent and warrant that you have the legal authority and any legally required consents or authorizations to post the bots within the Direqt Bot Directory.
– You are fully responsible for the content in your bot(s), and Direqt assumes no responsibility for your bot or its content.
– You agree that Direqt can insert promotional content into conversations with your users.
– If Direqt receives a copyright or other infringement complaint, we reserve the right to remove bots from the Directory or discontinue the promotion of a bot at any time.
– Direqt has universal and unconditional right to disable or remove any chatbots or chatbot profile information for any reason at any time, without explanation.
21. Governing Law and Jurisdiction
YOUAND DIREQT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT ORBEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTIONWITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURTMAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.ANYCLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHERPRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION,COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU ANDUS ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICESTHROUGH THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDINGARBITRATION.
Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this Section 22. The Comprehensive Arbitration Rules and Procedures are available online atjamsadr.com/rules-comprehensive-arbitration/. You agree that, by agreeing to these Terms, the Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or inequity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If you seek arbitration or elect to file a small claim court action, you must first send Direqt, by certified mail, a written notice of your claim (a “Notice”) to our General Counsel in accordance with the Notices; Your Comments and Concerns section below. If Direqt initiates the arbitration, it will send Notice to you. A Notice, whether sent by you or Direqt, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”).If you and Direqt do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Direqt may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy. You agree to an arbitration on an individual basis.
IN ANY DISPUTE, NEITHER YOU NOR DIREQT INC. WILL BE ENTITLED TO JOIN ORCONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OROTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER ORIN A PRIVATE ATTORNEY GENERAL CAPACITY.
23. Limitation on Time to File Claims
24. Waiver and Severability
25. Entire Agreement
26. Notices; Your Comments and Concerns