User Terms of Service
TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (“Agreement”) is a legal document that binds you to certain obligations. You should read this agreement carefully before accepting its terms. This agreement applies to Business Owners that provide content through the our website http://www.dnifit.com, and to users of our website. Both Business Owners and users will be referred to as “you” in this Agreement.
dnifit LLC (“Vendor”) provides certain services to Business Owners as registered users on a fee basis, subject to certain account limits selected during the registration process (“Account Limits”) and to the terms and conditions set forth in this Terms of Service Agreement (the “Agreement”). Except as provided for herein, references to Website shall be deemed to include all models and versions of the Website. Website, and all software and documentation relating thereto, together with all components thereof (collectively, “Website”), may be protected by United States copyright, patent, trademark and other applicable laws and international treaty provisions. You may also be subject to additional terms and conditions that apply when you use affiliate services, third party content, software or other services accessible through Website.
IN ORDER TO COMPLETE THE WEBSITE REGISTRATION PROCESS, YOU MUST INDICATE YOUR ACCEPTANCE OF THE AGREEMENT BY CLICKING THE BUTTON MARKED “AGREE” BELOW. CLICKING ON THE “AGREE” BUTTON SHALL BE DEEMED YOUR CONCLUSIVE ACKNOWLEDGEMENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE AGREEMENT AS IT APPLIES TO YOUR ACCESS AND USE OF THE SERVICES.
AFTER REGISTRATION, YOUR ACCESS AND USE OF THE SERVICES SHALL BE DEEMED YOUR CONTINUED AND CONCLUSIVE ACCEPTANCE OF THE AGREEMENT AS IT APPLIES TO YOUR USE OF THE SERVICES AND AS THEY MAY BE MODIFIED FROM TIME TO TIME BY VENDOR AND POSTED UNDER “LEGAL NOTICES” ON THE SERVICES.
IF YOU DO NOT WISH TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. IN THIS CASE, PLEASE CLICK THE BUTTON MARKED “DISAGREE” BELOW.
If you have any questions about this Agreement and its implications, please contact Support@dnifit.com.
- a. Application Software. The term “Application Software” means the computer software made available for use on the website or mobile application http://www.dnifit.com, and used by Vendor in providing services to you.
- b. Business Owner’s Content. The term “Business Owner’s Content” means all proprietary software created or developed by Business Owner, and all text, multimedia, graphics, audio, video, data and other information provided by Business Owner.
- c. Confidential Information. The term “Confidential Information” means a disclosing party’s proprietary, non-public information. It includes the Application Software, but excludes (i) information lawfully received from third parties without confidentiality obligations to the disclosing party; (ii) information in the public domain; and (iii) information independently developed by the receiving party.
- d. Website. The term “Website” means the services made available by the Application Software under the terms and conditions of this Agreement.
- e. Business Owner. The term “Business Owner” means any person that posts items or content on the Website for others to view or interact with. Business Owner includes all those working under the authority, or purported authority of a business, partnership, organization, sole proprietorship, and individual, or other method of doing business.
2. License Rights and Ownership
- a. License Rights. Subject to the terms and conditions of this Agreement, Vendor grants to you a limited, nontransferable, nonexclusive license, in object code only, to use the Website solely to support Business Owner’s normal course of business.
- b. Ownership of Website. You acknowledge that the Application Software contains trade secrets, Confidential Information and other valuable proprietary information owned by Vendor. All applicable rights to patents, copyrights, trademarks and trade secrets contained in Website and any modifications thereof are, and shall remain, the property of Vendor or its third party content and/or service providers, as the case may be.
- c. Ownership of Business Owner’s Content. Business Owner retains all right, title and interest in and to your Content. Business Owner and User grants to Vendor a royalty-free fully paid perpetual worldwide license to use Content that is uploaded to the Website.
3. Fees, Payment and Taxes
- a. Subscription-Fee Based Version of Website. In consideration of the license to use the subscription-fee based version of Website, Business Owner shall pay to Vendor a monthly license fee at the applicable rate then in effect. The current licensing fees may be posted on the Website at http://www.dnifit.com. License fees are due and payable before Website is used. If Vendor does not receive full payment of Business Owner’s Website account balance within seven (7 days of the date Business Owner’s account statement is made available to Business Owner, an additional 1.5% (or the highest amount permitted by law, whichever is lower) per month late charge may be added to Business Owner’s bill and will be immediately due and payable. Business Owner also agrees to be liable for all attorneys' fees, costs and/or collection agency fees incurred by Vendor relating to the collection of Business Owner’s unpaid account. The charges to Business Owner will be deemed acceptable by Business Owner unless Business Owner notifies Vendor of any billing discrepancy within fourteen (14)days after the end of a subscription period. Business Owner also agrees to timely pay for: (i) any purchases made or facilitated through Website; and (ii) any communications charges or other fees incurred in connection with Business Owner’s use of Website including, without limitation, all charges and surcharges relating to telephone and computer equipment, communications links, connect time costs, and Internet service provider fees. Termination shall not relieve Business Owner from paying past due fees plus interest. Business Owner is responsible for the payment of all taxes associated with this Agreement or Business Owner’s use of the Website (except taxes based on Vendor’s net income). If Vendor is required to pay any such taxes directly, Business Owner will reimburse Vendor. Vendor reserves the right to immediately terminate Business Owner’s access to the Website upon non-payment.
- b. Credit or Debit Card Payment. If Business Owner elected to pay for the subscription fee-based version of Website, or any premium-type items (e.g., additional storage, third-party business services) by credit or debit card, and Vendor does not receive payment from the credit card issuer, Business Owner agrees to pay all amounts due Vendor immediately when demand by Vendor. Each time Business Owner uses Website, and each subscription period until this Agreement is cancelled, terminated or suspended, Business Owner agrees that Vendor is authorized to charge Business Owner’s designated credit card account for the applicable rate for Website then in effect. (Business Owner’s agreement with Business Owner’s card issuer governs use of Business Owner’s credit card, and Business Owner must refer to that agreement to ascertain rights and liabilities as a cardholder.) Business Owner must notify Vendor of any changes to card account (including, without limitation, applicable account number or cancellation or expiration of the account), Business Owner’s billing address, or any other information that may prevent Vendor from charging Business Owner’s account. You agree to receive emails to verify identity and account information including billing information and renewals and to update your email address within 7 days if your email address changes. You agree to receive all account information through the email that you provide. You agree to provide accurate information and to update billing address within 7 days of changing your billing address. You agree to enable Vendor to contact you via the information provided to Vendor by you, to be responsible for damages suffered as a result of misinformation provided or manipulation of software, to enable us to send you advertisements and notifications, to update our software on a regularly basis as provided by Vendor.
- c. Fees. Business Owners may be billed on a monthly basis based on Business Owner’s subscription starting with the first day following any offered trial period. The monthly fee is $29.99 per month for a business owner which fee is subject to change. Any changes to fee will be preceded by a notice sent to Business Owner.
4. Prohibited Uses
- a. Nature of Communications. Communications by or through Website can occur in real time and in some instances may be posted on message boards, bulletin boards, or contained within file libraries. You acknowledge that Vendor cannot, and does not intend to, screen any communication in advance for accuracy, completeness, or conformity with this Agreement or any applicable laws. Accordingly, you acknowledge that neither Vendor, nor any of its affiliates, agents, content providers or service providers shall assume or have any liability whatsoever to you or any other party for any action or inaction by Vendor or any of its affiliates, agents, content providers or service providers with respect to communications made by or through Website. You may not use, nor allow any others to use Website, either directly or indirectly, to make, create, solicit, transmit, upload, or publish any comment, request, suggestion, proposal, image, data file, or other communication which: (i) is, or is likely to be perceived by an intended recipient or target to be, obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse, threaten, or harass another person; (ii) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (iii) libels, defames or slanders any person, or infringes upon any person's privacy rights; (iv) impersonates any person or entity, including without limitation Vendor personnel; or (v) attempts to solicit or collect any personal information whatsoever from a minor without appropriate prior verifiable parental consent;
- b. Additional Restrictions on Use. You shall not (i) alter or permit a third party to alter any part of the Application Software or Website; (ii) resell access or use of Website or process or permit to be processed the data of any other party; (iii) use the Application Software or Website in the operation of a service bureau; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive source code from the Application Software or Website; (v) license, sell, transfer, or lease the Application Software; (vi) transmit to Website any computer virus, harmful component, or corrupted data or take any other action that adversely affects the performance or availability of Website for any Website user(s); or (vii) make any use of Website that violates any applicable local, state, national, international or foreign law.
- c. Compliance with Laws. You agree to comply with all United States, foreign and local laws and regulations that apply to your use of Website including, without limitation, export control laws and regulations. In addition to the foregoing, and in addition to any restrictions disclosed to you in the Website sign-up process, you agree that Website or the underlying information or technology (or any component thereof) may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) CRIMEA - REGION OF UKRAINE, CUBA, IRAN, NORTH KOREA, SUDAN, and SYRIA or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. By using Website you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction that may impact your right to use Website.
- d. No Spam or Gambling; IDs. You may not use Website to send unsolicited advertising or promotional materials (including, without limitation, “spam” or bulk e-mail and/or “chain”-type letters); or to facilitate or promote activities that constitute gambling. When selecting a “Company ID” for an account, you may not select a name that is in use by another party. Vendor also reserves the right to modify or cancel any “Company ID” or “User ID”, including those that it deems offensive, vulgar or obscene;
- e. Modification by Vendor. Vendor reserves the right to modify, edit, or remove any content or data that is deemed by Vendor, at Vendor’s sole discretion, to be a prohibited use under this Agreement, or is any other way illicit, illegal or assisting in any way to carry out illicit or illegal activities of third parties.
- f. Business Owners Over 18. Business Owner also warrants, represents, and covenants to Vendor that (i) Business Owner is at least eighteen (18) years of age; and (ii) Business Owner possess the legal right and ability to enter into this Agreement.
- g. Users Over 13. Website Users warrant and represent that they are at least 13 years of age. Children under the age of 13 are prohibited from using this site. The Website is not directed to or intended for children under the age of 13.
- h. No Circumvention. You agree not to attempt to circumvent user authentication or security of any host, network, or account related to Website. This includes, but is not limited to, accessing data not intended for you, logging into a server or account you are not expressly authorized to access, or probing the security of other networks.
5. Access to Third Party Content
Vendor provides its users with the ability to access, and in some instances purchase, goods and services provided by third parties. You will find that purchases of third-party goods and/or services will often be governed by their own separate terms and conditions, which you should review prior to making any purchase. Vendor endeavors to provide its users with access to first-class quality products and services, but does not warrant or guarantee the quality of content, products or services made available through Website. However, if you experience any problems with any third-party good or services, you must contact the third-party directly, and if they are a listed business through dnifit, you may post a review of the business with your experience.
6. Use of Data
Vendor shall have the right to maintain and use such information and other data and records pertaining to you and other users of Website in the internal operation, administration and management of Website and may provide such information to the courts, law enforcement agencies or others involved in prosecuting claims or investigations for conduct or conditions alleged or believed to be illegal or to violate or threaten the rights of any person. Nothing in this Section shall be construed to limit Vendor’s use of, or rights in, other information not covered by the terms of this Section. Vendor acts only as a passive conduit for online storage and distribution of Business Owner’s files and data. Vendor reserves the right to remove from Website servers any files or data that may damage Website systems or create liability for Vendor or its suppliers or licensors. You hereby consent to such removal and waive any claim arising out of any such files and data removal. In addition, you acknowledge and agree that Vendor may itself be required to grant access to a third party in response to any lawful subpoena or other form of legal compulsion. You hereby consent to such legal production and waive any claim arising out of any such legal production.
7. Modification of Terms; Termination, Cancellation, and Suspension
- a. Modification of Terms. Vendor frequently updates, modifies, and otherwise continually seeks to improve Website. Such changes often dictate that we simultaneously modify our terms of service. As such, Vendor shall have the right to modify the terms of this Agreement and to change or discontinue any aspect or feature of Website, in either case as it deems reasonably necessary. Such changes shall be effective immediately upon posting of such addition, change, or deletion. Any use by you of Website after any such change has been posted shall constitute your acceptance of any such changes. If you do not agree with any such changes, you may cancel use of Website in accordance with the procedures for cancellation set forth in this Agreement. You acknowledge and agree that it is your responsibility to review this Agreement from time to time and to be aware of any such changes. The current version of this Agreement may be obtained by calling a Website Account Representative and may also be posted on the Website.
- b. Termination, Cancellation and/or Suspension. This Agreement and the rights granted hereunder may be terminated, cancelled and/or suspended by Vendor at any time. Such termination, cancellation and/or suspension by Vendor shall be effective immediately upon notification by Vendor to you in any reasonable manner, including but not limited to, notification by e-mail. In addition Vendor may elect to suspend, terminate and/or cancel this Agreement and/or recover any and all damages from you arising from or relating to the event(s) giving rise to the suspension, termination or cancellation if such suspension, termination or cancellation related to your breach of any of the provisions of this Agreement.
You are free to terminate or cancel this Agreement at any time, and for any reason; provided, however, for termination or cancellation of a subscription-fee based account to be effective you must carry out such termination in accordance with the policies and procedures established by Vendor. A Business Owner may cancel at any time, and the cancellation will be effective for billing purposes on the first day of the next subscription period. Cancellation Policies may also be updated and posted within Website. If Business Owner cancels a subscription in the first 6 days, the subscription fee may be refunded. No refunds will be given on or after the 7th day of a subscription period. If Business Owner purchases multiple months and then cancels prior to use of the multiple months or other subscription period, then Vendor may refund the unused month, not including the current month’s subscription fee.
Either party may also immediately terminate this Agreement if a party (i) terminates or suspends its business operations or the offering of the Website; (ii) becomes subject to any bankruptcy or insolvency proceeding; (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority; or (iv) has wound up its business or been liquidated, voluntarily or otherwise.
8. No Warranties or Liabilities
- a. “As Is” Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF WEBSITE AND THE INTERNET GENERALLY IS AT YOUR OWN RISK AND THAT WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. VENDOR WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ACCESS TO WEBSITE AVAILABLE TO YOU THROUGH THE REQUIRED ACCESS PROTOCOLS, BUT MAKES NO WARRANTY OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS WEBSITE AT ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.
- b. Additional Limitations. Without limiting the generality of the terms set forth in Section 8.a., Vendor and its affiliates, agents, content providers, service providers, and licensors:
- (i) HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AS TO THE ACCURACY, COMPLETENESS, NONINFRINGEMENT, MERCHANTABLITY OR FITNESS FOR PARTICULAR PURPOSE OF WEBSITE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN, AS WELL AS ALL EXPRESS AND IMPLIED WARRANTIES THAT THE OPERATION OF WEBSITE GENERALLY AND ANY CONTENT OR SERVICES CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;
- (ii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS IN WEBSITE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN;
- (iii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY MANNER TO THE USE OR INABILITY TO USE WEBSITE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN. WITHOUT IN ANY WAY LIMITING THE FOREGOING, VENDOR SHALL IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO TWO TIMES THE LOWEST MONTHLY SUBSCRIPTION FEE FOR BUSINESS OWNER’S WEBSITE ACCOUNT IN EFFECT FOR THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM MADE BY YOU ALLEGING LIABILITY. THE SOLE AND EXCLUSIVE REMEDY AGAINST VENDOR FOR USERS OF AN ADVERTISING-SUPPORTED VERSION OF WEBSITE IS CANCELLATION OF THE ACCOUNT.
- c. High Risk Activities. WEBSITE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING BUT NOT LIMITED TO USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF WEBSITE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THIS AGREEMENT, VENDOR AND ITS AFFILIATES, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS AND LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, VENDOR'S LIABILITY (AND THE LIABILITY OF ITS AFFILIATES, AGENTS, CONTENT PROVIDERS AND SERVICE PROVIDERS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9. Third Party Beneficiaries
Notwithstanding anything to the contrary contained herein, the provisions for “No Warranties or Liabilities” set forth herein are for the benefit of Vendor and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.
You agree to indemnify, hold harmless, and defend Vendor and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys' fees and disbursements) arising from or relating to the use of Website in any manner which violates the terms of this Agreement or otherwise violates any law, rule, or regulation.
11. U.S. Government Rights
If you are using Website on behalf of any part of the United States Government, the following provisions apply. Website is deemed to be “commercial software” and “commercial computer software documentation” respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of Website by the United States Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
- a. Confidentiality. You shall (i) not disclose Vendor’s Confidential Information except to Business Owner’s authorized employees and contractors to the extent necessary to perform this Agreement; (ii) protect Vendor’s Confidential Information against disclosure with the same degree of care as you protects your own, though in no event will you exercise less that ordinary care; and (iii) notify Vendor of unauthorized use, disclosure, theft or other loss of Confidential Information of which you learn.
- b. Assignment. This Agreement and all rights and obligations hereunder shall not be sold, leased, assigned or otherwise transferred by you without the prior written consent of Vendor, such consent not to be unreasonably withheld or delayed; provided that such consent shall not be required if you assign this Agreement to a wholly owned subsidiary or in connection with a merger, acquisition, or sale of all or substantially all of its assets, unless the surviving entity is a competitor of Vendor. This Agreement shall be binding upon your permitted successors and assigns.
- c. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, provided, however, this provision shall not apply to any payment obligations.
- d. Choice of Law/Arbitration. This Agreement shall be governed by the laws of the State of New York. All unresolved disputes arising under this Agreement shall be submitted to arbitration in New York under the rules of the American Arbitration Association. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
- e. Notices. All notices and other communications required under this Agreement shall be in writing and delivered by hand, by electronic mail, by overnight express with charges prepaid, or by certified mail with return receipt requested. Notices shall be deemed received when delivered.
- f. Entire Agreement; Construction, Severability, Waiver. This Agreement, and all mutually executed Schedules and Addenda together with any additional online documents specifically referred to herein, is the complete and exclusive agreement of the parties and supersedes all other communications, oral or written, between the parties relating to the Agreement's subject matter. No provision of this Agreement will be construed against a party because it drafted the provision. If any provision of this Agreement is held to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Neither the failure nor any delay to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege preclude any further exercise of the same.
- g. Permission. Within reason, you agree that Vendor may send informational transmissions to your account (or corresponding e-mail address) regarding, for example, updates and/or announcements regarding Website, scheduled maintenance and the like.