Date of last revision November 15, 2021
1. Acceptance of Terms
(b) Some Services, such as the Tronlink Wallet, may also be subject to a subscription, other agreement, posted guidelines, rules, or terms of service (“Additional Terms”), which may be included in these General Terms, or in the specific Service you access. If there is any conflict between the General Terms and the Additional Terms, the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to herein as the “Terms.”
(c) In these General Terms, “Materials” means any content made available or enabled by Dlive, you, or other Users, and includes, without limitation, any (i) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (ii) products, and (iii) Dlive software code and associated documentation (“Software”). “Dlive Materials” means those Materials that are made available through the Services specifically by Dlive or its licensors, while Materials made available or enabled by you or other Users are referred to herein as “User Content.”
(d) You may not use the Services if you are prohibited by Law (as defined below in Section 2(d)) from receiving or using the Services. Also, unless expressly stated in the Additional Terms for any given Service, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of these General Terms and are either of legal age to form a binding contract with Dlive, or possess legal parental or guardian consent.
In particular, unless expressly stated in the Additional Terms for any given Service, you must be over the age of 13 to use our Services and acknowledge that these Services were not intended for children under 13. Additionally, if you are under the age of 18, you must have your parent or legal guardian review these Terms and accept them on your behalf. Parents and legal guardians are responsible for the acts of their children using the Services.
(e) Dlive makes certain Services and Materials available only if you have paid a fee or have created an ID and password or other login ID and password (collectively, “Account Information”). You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times, and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Dlive immediately. You may not use another person's Account Information, create an account for anyone other than yourself, or sell, rent, lease, share or provide access to your Account Information to anyone else. Dlive may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
(f) Dlive may change the Terms from time to time at its sole discretion, including by imposing a charge for access or use of a Service. If such changes are made, Dlive will make the updated copy of the General Terms available at www.dlive.org/legal/terms-of-use, with any new Additional Terms made available to you from within or through the affected Service. Where required by law, Dlive may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes.
Your use of the Services is subject to the most current version of the Terms posted on or through the affected Service at the time of such use. Please regularly check www.dlive.org/legal/terms-of-use to view the then-current General Terms and check each Service you use for the then-current Additional Terms. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
(g) Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials. See Section 10 for more details.
2. Use of Services and Materials
(a) You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you access from the Services.
(b) Unless expressly agreed to by Dlive in writing elsewhere, Dlive has no obligation to store any User Content that you upload, post, email, transmit or otherwise make available through your use of the Services. Dlive has no responsibility or liability for the deletion or accuracy of any Materials, including your User Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may, or may not, enable you to specify the level at which such Services restrict access to your User Content. You are solely responsible for your User Content.
(c) You agree that Dlive retains the right to create reasonable limits on the use of the Materials, including your User Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Dlive in its sole discretion.
(d) You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from Singapore, the United States or other applicable countries) (“Law”).
(e) You agree not to access or attempt to access the Services by any means other than the interface provided by Dlive or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
(a) The Services and Dlive Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, Dlive and its suppliers do not grant any express or implied rights to use the Services and Dlive Materials. We reserve all other rights with respect to the Services and Dlive Materials.
(b) The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of Dlive, Rainberry, Inc. or third parties. You are not permitted to use the Marks without the prior consent of Dlive, Rainberry, Inc. or the third party that may own the Marks. Dlive is a trademark of Dlive Media Group Ltd. The BitTorrent logo is a trademark of Rainberry, Inc.
(c) You continue to own all of the content and information that you own, which you post on our Services, and nothing in these General Terms will be deemed to restrict any rights that you may have to your User Content; however:
- For User Content that is covered by intellectual property rights, like photos and videos and/or comments (IP content), you hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license, with the right to use, copy, modify, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
- In some cases, you may remove your User Content by deleting it within the Services. When you delete User Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others) but also, prior to your deletion on the Services, copies of such deleted User Content may have been copied by anyone else who was a member of that group to which you posted such User Content and/or forwarded by any member of such group to anyone else.
4. Use of Software
(a) Any Software that is made available via the Services or otherwise by Dlive is the property of Dlive and its suppliers. If the Software made available via the Services is accompanied by license terms, then use of such Software is governed by the terms of such license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the hyperlinks referenced in the Software. Some license terms are available for review in the Service’s End User License Agreement (“EULA”). Other license terms may only be posted with the Software downloads or at the web page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a EULA unless you agree to the terms of such EULA. Any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the EULA provided with such Software, the EULA shall take precedence in relation to that Software.
(b) If no EULA accompanies the Software, use of the Software will be governed by the terms of this Section 4(b). Dlive grants you a personal, worldwide, freely revocable, limited, non-transferable, non-sublicensable, royalty-free, non-assignable, nonexclusive license to use the Software for personal, non-commercial purposes in the manner permitted by the Terms. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of or distribute the Software, except where expressly permitted by Law. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Sections 13 and 15 below and your compliance with the export control provisions of Section 18.
(c) The Software may automatically download and install minor updates from Dlive from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, and new Software modules.
5. Use of Dlive Materials, User Content and Shared Group Content
(a) Except as expressly indicated to the contrary in any applicable Additional Terms, Dlive hereby grants you a nonexclusive, freely revocable (upon notice from Dlive), non transferable, license to access, view, download, use and print Dlive Materials, subject to the following conditions:
- You may access and use the Dlive Materials solely for personal, informational, non-commercial and internal purposes, in accordance with the Terms;
- You may not modify or alter the Dlive Materials;
- You may not distribute or sell, rent, lease, license or otherwise make the Dlive Materials available to others; and
- You may not remove any text, copyright or other proprietary notices contained in the Dlive Materials.
(b) Some Services involve collaboration and file-sharing services among other Users or a specific group in conjunction with such collaboration and file-sharing. The User Content that you or other Users share with other Users through the Services shall be referred to as “Shared Group Content.” While some Services offer functionality to limit another User's use of your Shared Group Content, such limitations are not guaranteed and it is your sole responsibility to determine what limitations, if any, are placed on Shared Group Content that you distribute. You agree that Dlive has no liability of any kind should other Users use, modify, destroy, corrupt, copy or distribute your Shared Group Content in violation of the limitations that you may impose on its use. Further, it is your sole responsibility to determine what limitations are placed on your use of another User's Shared Group Content, including by looking at a given Service's functionality and Additional Terms along with any additional restrictions placed by such User on your use of their Shared Group Content.
(c) The rights granted to you in Dlive Materials as specified above are not applicable to the design, layout or look and feel of any Services. Such elements of the Services are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part. No Dlive Materials may be copied or retransmitted unless expressly permitted by Dlive.
6. User Conduct
(a) You agree that you, not Dlive, are entirely responsible for all of your User Content that you distribute, stream, perform, display, upload, post, email, transmit or otherwise make available on or through the Services, whether publicly posted or privately transmitted. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness.
(b) You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use your User Content in keeping with your use in connection with the Services or as otherwise permitted by the Terms; (ii) you have the rights necessary to grant the license and sublicenses described in the Terms; and (iii) you have received consent from any and all persons or entities depicted in your User Content to use your User Content as set forth in the Terms, including distribution, public display, public performance and reproduction of your User Content. You further represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Dlive on or through the Services will infringe, misappropriate or violate a third party’s property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(c) Notwithstanding the prohibitions listed in section (d) below, you acknowledge and agree that by accessing or using the Services or Materials, you may be exposed to Materials (including Shared Group Content) that you may consider offensive, indecent or otherwise objectionable. To the fullest extent permitted by Law, you hereby waive any legal or equitable rights or remedies you have or may have against Dlive with respect thereto.
(d) You agree not to use, or to encourage or permit others to use, the Services to:
- Make available any User Content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, pornographic, child-pornographic, lewd, related to the trafficking of persons, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- Stalk, intimidate and/or harass another;
- Incite others to commit violence;
- Harm minors in any way;
- Make available any User Content that you do not have a right to make available under any Law or contractual or fiduciary relationship;
- Make available any User Content that infringes any Intellectual Property Right or other proprietary right of any party;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
- Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with Dlive or any Service;
- Engage in any chain letters, contests, junk email, pyramid schemes, fraud, deception, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
- Use any Dlive domain name as a pseudonymous return email address;
- Make available any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- Access or use the Services in any manner that could damage, disable, overburden or impair any Dlive server or the networks connected to any Dlive server;
- Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
- Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites;
- Disrupt, interfere with, or inhibit any other user from using and enjoying the Services or Materials, or other affiliated or linked sites, Services or Materials;
- Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;
- Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Dlive;
- Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or
- Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials.
- Collect or store data about other Users in connection with the prohibited conduct and activities set forth in this Section 6(d), or without their express permission.
- Impersonate or misrepresent your affiliation with any person or entity.
- Violate any applicable law or regulation.
- Launder or transfer funds related to or derived from illegal activity.
- Encourage or enable any other individual to do any of the foregoing.
(a) Dlive, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, Dlive shall have the right, in its sole discretion, to remove or disable access to any Materials for any reason (or no reason), including if it violates the Terms or any Law.
(b) Although Dlive does not generally monitor User activity occurring in connection with the Services or Materials, if Dlive becomes aware of any possible violations by you of any provision of the Terms, Dlive reserves the right to investigate such violations, and Dlive may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services, or Materials or change, alter or remove your User Content or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Dlive believes that criminal activity has occurred, Dlive reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Dlive is entitled to retain and/or disclose any information or Materials, including your User Content or Account Information (or elements thereof), in Dlive's possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that your User Content violates the Terms or rights of third parties; (iv) respond to your requests for customer services; or (v) protect the rights, property or personal safety of Dlive, its Users or third parties, including the public at large, as Dlive in its sole discretion believes to be necessary or appropriate.
You have no obligation to provide Dlive with ideas, suggestions, documentations and/or proposals (“Feedback”). However, if you submit Feedback to Dlive, you agree that we are free to use it without any restriction or compensation to you.
9. Right to Derive Revenue/Advertisements
You agree that Dlive may derive revenue and/or other remuneration from your User Content that you make available via the Services without payment to you. For example, Dlive may display Dlive and/or third-party paid advertisements and/or other information adjacent to or included with the Services and adjacent to or in connection with your User Content, and you agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of advertising or other revenue generating models pursued by Dlive on or in conjunction with the Services and/or your User Content are subject to change without specific notice to you.
10. Links to Third-Party Sites
The Services and Materials may include links that will take you to other sites outside of the Services (“Linked Sites”). The Linked Sites are provided by Dlive to you as a convenience and the inclusion of the links does not imply any endorsement by Dlive of any Linked Site. Dlive has no control of the Linked Sites, and you agree that Dlive is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
11. Modifications to Services and Materials
Dlive may at any time and from time to time modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that Dlive shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials, to the maximum extent permitted under applicable law.
(a) The Terms will continue to apply until terminated by either you or Dlive as set forth below.
(b) If you want to terminate your agreement with Dlive, you may do so by (i) notifying Dlive at any time and (ii) closing your accounts for all of the Services or Materials that you use, where Dlive has made this option available to you. Your notice should be sent, in writing, to Dlive's address set forth below in Section 22(d).
(c) Dlive may at any time stop providing the Services (or portion thereof) to you and terminate your account if we determine in our sole discretion that:
- You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
- Dlive is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
- The provision of the Services to you by Dlive is, in Dlive's opinion, no longer commercially viable;
- Dlive has elected to discontinue the Services or Materials (or any part thereof); or
- There has been an extended period of inactivity in your account.
(d) Except where prohibited under applicable law, Dlive may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of your User Content and Account Information, including your personal information, login ID and password, and all related information, files and User Content associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.
(e) You agree that Dlive shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including your User Content.
(f) Upon expiration or termination of the Terms, you must promptly discontinue use of the Services and Materials. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of Dlive's disclaimers or limitations of damages of liabilities hereunder and Sections 2, 3, 6, 7, 8-16, 18, 19, 20, 21, 22(a), 22(b), 22(c) (only for payments due and owing to Dlive prior to the termination) and 23 will survive any termination or expiration of the General Terms.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY DLIVE “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DLIVE MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DLIVE OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
(b) DLIVE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED, STREAMED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DLIVE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
(c) DLIVE DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. DLIVE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
(d) MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED DLIVE SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF DLIVE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DLIVE WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. DLIVE ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
(e) DLIVE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
(f) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. International Users
(a) The Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Dlive intends to announce such Services or Materials in your country.
(b) These Services are provided by Dlive Entertainment Pte. Ltd., Singapore. Dlive makes no representation that the Services or Materials are appropriate or available for use at other locations, and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. Dlive reserves the right to block access to the Services or Materials by certain international Users. Based on the jurisdiction from which you access the Service, you are responsible for compliance with all local Laws. The following provisions apply to Users outside the United States:
- You consent to having your personal data transferred to and processed in the United States.
- If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals, you will not engage in commercial activities through our Services (such as advertising or payments) or operate a website.
15. Limitation of Liability
(a) IN NO EVENT SHALL DLIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF DLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE DLIVE'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF DLIVE OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
(b) DLIVE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS ($50) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF DLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(c) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 15 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
16. Protecting Other People's Rights
We respect other people's rights, and expect you to do the same.
(a) Sometimes, we provide our mobile products for free, but please be aware that your carrier's normal rates and fees, such as text messaging and data usage fees, will still apply.
(b) If you comply with these Terms, Dlive grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in our Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(c) Additional Information: Apple App Store. This Section 17(c) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
18. Export Control Laws
You acknowledge and agree that the Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by national governments or similar bodies, and restrictions on embargoed nations. In the US the Internet Communications Software is controlled under ECCN 5D992 of the Export Administration Regulations (“EAR”) under Encryption Registration Number (“ERN”) R100351 and thus may not be exported or re exported from the US to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. Moreover, the Internet Communications Software may not be exported or re-exported from the US to or downloaded by any person or entity subject to US sanctions regardless of location. See www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. Dlive is making the Software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
You agree to indemnify and hold Dlive and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable legal and accounting fees, due to, in connection with or arising out of your User Content, your use of the Services or Materials, your connection to the Services or Materials, the actions of any member of your group, your access to or use of Linked Sites and your connections therewith, any claim that your User Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Services or Materials, your violation of the Terms, or your violation of any rights of another User, including any Intellectual Property Rights.
20. Resolution of Disputes
(a) All matters relating to your access to, or use of, the Services or Materials shall be governed by the Laws of the State of California, United States of America without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Dlive must be resolved by a court located in Santa Clara County, California, United States of America except as otherwise agreed by the parties, or as set forth in section (b) below. You agree to submit to the personal jurisdiction of the courts located in Santa Clara County, California, United States of America for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
(b) We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Dlive agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Dlive are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(c) As limited exceptions to Section 20(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(d) The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
(e) Any arbitration hearings will take place in Santa Clara county, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(f) Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(g) Except as provided in Section 20(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(h) YOU AND DLIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(i) With the exception of any of the provisions in Section 20(h) of our Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of the Terms will still apply.
21. Additional Terms Applicable to Dlive’s Cryptography-Based Products and Services
(a) YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR ACCOUNT, ANY ASSOCIATED CREDENTIALS INCLUDING YOUR ELECTRONIC WALLET ACCOUNT. FAILURE TO DO SO MAY RESULT IN THE LOSS OF CONTROL OF ANY COINS OR TOKENS ASSOCIATED WITH YOUR ACCOUNT. You agree that we shall not be liable for any failure of any security procedures or any other acts or omissions which may result in your loss of access to your Account or associated currency. Dlive does not receive or store your electronic wallet or Account Information (collectively, your “Credentials”). Therefore, we cannot assist you with the retrieval of such Credentials if you lose them. You are solely responsible for remembering your Credentials. If you have not safely stored a backup of any Credentials, you accept and acknowledge that any coins or tokens you have associated with your Account will become inaccessible if you do not remember your Credentials. You acknowledge and agree that you participate in the Services at your own risk and expense, and that we make no guarantee or representation that you will receive any compensation or disbursements as a result of your participation.
(b) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING DLIVE, INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE RELEVANT BLOCKCHAIN NETWORK OR HYBRID DECENTRALIZED NETWORK. YOU ACKNOWLEDGE AND ACCEPT THAT WE HAVE NO CONTROL OVER ANY CRYPTOGRAPHIC TOKENS, INCLUDING BTT, UTILIZED ON THE RELEVANT NETWORKS, AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY HARM OR LOSS OCCURRING AS A RESULT OF SUCH RISKS. You must have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), distributed ledger technology, and decentralized software systems to understand the terms of the Services and to appreciate the risks and implications relating to the Services and Cryptography-Based Products and Services.
(c) YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CREATION, STORAGE, BACKUP, TRANSFER AND OTHER USE OF YOUR DIGITAL WALLET ACCOUNT. WHEN TRANSFERRING TOKENS, PLEASE VERIFY THE ADDRESS YOU HAVE SPECIFIED FOR ACCURACY AND ENSURE THAT THERE ARE NO TYPOS, ERRORS OR INACCURACIES. YOU ASSUME FULL RESPONSIBILITY AND LIABILITY FOR ANY LOSSES FROM ANY INTENTIONAL OR UNINTENTIONAL MISUSE OF YOUR DIGITAL WALLET ACCOUNT, INCLUDING ANY LOSS RESULTING FROM DESIGNATING A NON- COMPLIANT WALLET FOR THE RECEIPT OF TOKENS, DEPOSITING OR STAKING TOKENS TO A NON-COMPLIANT WALLET OR NON-EXISTENT WALLET, OR ERRORS OR TYPOS IN ANY WALLET ADDRESSES THAT YOU PROVIDE TO ANYONE. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH (I) ACTS OR OMISSIONS BY YOU, (II) SOFTWARE BUGS, ERRORS, OR DOWNTIME IN THE DLIVE NETWORK, OR RELEVANT BLOCKCHAIN NETWORK, (III) FORKS TO THE RELEVANT NETWORK(S), OR TOKEN(S), OR (IV) HACKS OR CYBERSECURITY BREACHES BY A THIRD PARTY.
(d) THERE IS NO ASSURANCE THAT ANY OF THE SERVICES WILL FUNCTION OR OPERATE AS EXPECTED. IN ADDITION, YOUR TOKENS MAY BE SUBJECT TO LOSS, INCLUDING A TOTAL LOSS, DUE TO SOFTWARE BUGS, ERRORS, TECHNICAL DIFFICULTIES, OR OTHER ACTIONS OR OMISSIONS OF THIRD PARTIES, YOUR TOKEN WALLET SOFTWARE, OR THE UNDERLYING BLOCKCHAIN NETWORK.
22. Payments and Subscriptions
(a) Dlive may require payment of a fee for use of the Services (or certain portions thereof), and you agree to pay such fees. You have the option of making a one-time payment (“One-Time Payment”) or purchasing a subscription (“Subscription”) for such use.
(b) Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these General Terms. All fees and applicable taxes, if any, are payable in United States dollars.
(c) If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE DLIVE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Dlive. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these General Terms.
General Notice & Miscellaneous
(d) Any notice provided to Dlive pursuant to the Terms should be sent to 58 West Portal Ave. #552, San Francisco, CA 94127, Attention: General Counsel.
(e) It is the express wish of the parties that the General Terms, any Additional Terms and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
(f) Dlive may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
(g) The Terms constitute the entire agreement between Dlive and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and Dlive on such subject matter.
(h) You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Dlive's written consent. Dlive's rights under the Terms are freely transferable by Dlive.
(i) If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
(j) Any failure by Dlive to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
(k) Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.