This Terms of Service Agreement (the "Agreement") describes the terms and
conditions on which DailyDorm.com (Waldron & Brown, LLC.) ("we" or "our
company") offer services to you ("Member" or "You"). By registering for or using
DailyDorm.com (Waldron & Brown, LLC.) services, Member agrees to be bound by the
following terms and conditions.
1. Eligibility for DailyDorm.com (Waldron & Brown, LLC.) Services.
Our Services are available only to individuals, organizations, and business
entities (including but not limited to sole proprietorships) in good legal
standing that can form legally binding contracts under applicable law. Member
hereby represents and warrants that it is duly licensed to do business and is in
good legal standing in the jurisdictions in which it does business (during the
term of this Agreement) that it is not a competitor of DailyDorm.com (Waldron &
Brown, LLC.), and that the person agreeing to this Agreement for Member is at
least eighteen years of age and otherwise capable of and authorized to enter
binding contracts for Member.
2. Services.
Subject to the terms and conditions of this Agreement, DailyDorm.com (Waldron &
Brown, LLC.) makes certain Services available to Member. For the purposes of
this Agreement: (a) "Member" (or "you") means the business entity and/or
Individual that is registering to use the Services, including its employees and
agents; (b) DailyDorm.com (Waldron & Brown, LLC.) "Services" means those
electronic or interactive services offered by DailyDorm.com (Waldron & Brown,
LLC.). DailyDorm.com (Waldron & Brown, LLC.) makes its Services available to
Member via Member's Authorized Users (as defined in Section 5 ("Member
Account")). DailyDorm.com (Waldron & Brown, LLC.) reserves the right to change
or discontinue any of the Services at any time.
3. Ownership
You acknowledge that all materials provided on this Web site, including but not
limited to information, documents, products, logos, graphics, sounds, images,
software, and services (collectively "Materials"), are provided either by
DailyDorm.com (Waldron & Brown, LLC.) or by their respective third party
authors, developers and vendors (collectively "Third Party Providers") and the
underlying intellectual property rights are owned by DailyDorm.com (Waldron &
Brown, LLC.) and/or its Third Party Providers. Elements of the Web site are
protected by trade dress and other laws and may not be copied or imitated in
whole or in part. DailyDorm.com (Waldron & Brown, LLC.), the DailyDorm.com
(Waldron & Brown, LLC.) logo and other DailyDorm.com (Waldron & Brown, LLC.)
products referenced herein are trademarks of DailyDorm.com (Waldron & Brown,
LLC.), and may be registered in certain jurisdictions. All other product names,
company names, marks, logos, and symbols may be the trademarks of their
respective owners.
4. Member Information
Member represents and warrants that the information it provides in DailyDorm.com
(Waldron & Brown, LLC.) contact information forms is true, accurate, current and
complete. Member agrees to maintain and update this information to ensure that
it is true, accurate, current and complete. If, at any time, any information
provided by Member is untrue, inaccurate, not current or incomplete,
DailyDorm.com (Waldron & Brown, LLC.) will have the right to suspend or
terminate Member's account and this Agreement.
5. Member Account
5.1 Authorized Users.
Member may designate persons to act as its agents to use the Services, provided
that each designated person has the legal capacity to enter into binding
contracts for Member. Furthermore, Member represents and warrants that each
person who registers under Member's account is an authorized agent of Member (an
"Authorized User") who has such legal capacity.
5.2 Responsibility for Access
Member is solely responsible and liable for any and all access to and use of the
Services (including all activities and transactions) by any Authorized User
and/or User ID registered under Member's account, unless such access to or use
of the Services is the direct result solely of the gross negligence of
DailyDorm.com (Waldron & Brown, LLC.).
5.3 Responsibility for User IDs and Passwords
Member is solely responsible for maintaining the confidentiality of Member
access information, i.e. account ID's and passwords of its Authorized Users, and
are responsible for all activities that occur under your account.
5.4 Notification of Unauthorized Use
Member will immediately notify DailyDorm.com (Waldron & Brown, LLC.) if Member
notices any activity indicating that Member's account is being used without
authorization, including: (a) Member has received confirmation of an order or
orders placed using Member's account which Member did not place or any similar
conflicting report; or (b) Member becomes aware of any unauthorized use of any
product or service related to its account.
6. Member Data
Member has sole responsibility and liability for the data its stores on
DailyDorm.com (Waldron & Brown, LLC.)'s servers. Member controls its data
through its account and its Authorized Users. DailyDorm.com (Waldron & Brown,
LLC.) encourages Member to archive its data regularly and frequently; Member
bears full responsibility for archiving its data and sole liability for any lost
or irrecoverable data. Member agrees to maintain its data in compliance with its
legal obligations. DailyDorm.com (Waldron & Brown, LLC.) will delete Member data
upon termination of this Agreement. However, DailyDorm.com (Waldron & Brown,
LLC.) may retain Member data in its archives after deletion and will not be
liable to Member in any way for such retained data.
6.1 Special Circumstances
DailyDorm.com (Waldron & Brown, LLC.) will provide access to the Services and
Member's account to an agent of Member ("Authorized Agent") who provides
DailyDorm.com (Waldron & Brown, LLC.) with a notarized letter signed by an
officer of Member which letter shall include statements of authenticity,
authority, and liability as required by DailyDorm.com (Waldron & Brown, LLC.) in
its sole discretion. Member expressly and irrevocably agrees that DailyDorm.com
(Waldron & Brown, LLC.) may rely on such a letter and on the apparent authority
of the person requesting access to the Services or to Member's account. In no
event will DailyDorm.com (Waldron & Brown, LLC.) be liable to Member or any
third party for DailyDorm.com (Waldron & Brown, LLC.)?s reliance on such letter
or such apparent authority.
7. Fees And Payments
DailyDorm.com (Waldron & Brown, LLC.) do not collect and are not responsible for
any fees imposed by Member's local authorities, including without limitation:
Import or state tax.
8. Acceptable Use
8.1 Illegality/Adult Content
DailyDorm.com (Waldron & Brown, LLC.) neither sanctions nor permits site content
or the transmission of data that contains illegal or obscene material or fosters
or promotes illegal activity, including but not limited to, the offering for
sale of illegal weapons or the promotion or publication of any material that may
violate hate crimes legislation.
DailyDorm.com (Waldron & Brown, LLC.) reserves the right to immediately suspend
or terminate any account or transmission that violates this policy, without
prior notice. In the event of such termination, Member agrees that the unused
portion of any fees Member may have paid for any Services rendered to Member by
DailyDorm.com (Waldron & Brown, LLC.) are an appropriate recompense to
DailyDorm.com (Waldron & Brown, LLC.) for the time required to respond to and
address issues created by Member's illegal or obscene site/content, and Member
agrees not to seek recovery of those fees.
Further, should Member violate this policy, DailyDorm.com (Waldron & Brown,
LLC.) will actively assist and cooperate with law enforcement agencies and
government authorities in collecting and tendering information about Member,
Member's site, the illegal or obscene content, and those persons that may have
inappropriately accessed, acquired, or used the illegal or obscene content.
8.2 Wrongful Conduct
Member shall not commit or permit wrongful or damaging acts which justify civil
action including, but not limited to, posting of defamatory, scandalous, or
private information about a person without their consent or intentionally
inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate DailyDorm.com (Waldron & Brown, LLC.) systems
or to interrupt DailyDorm.com (Waldron & Brown, LLC.) services are strictly
prohibited, and may result in criminal and civil liability. Examples of system
violations include, without limitation: (a) Unauthorized access to or use of
DailyDorm.com (Waldron & Brown, LLC.) Services, including any attempt to probe,
scan or test the vulnerability of a system or to breach security or
authentication measures without express authorization of DailyDorm.com (Waldron
& Brown, LLC.); or (b) Interference with Service to any Member or network
including, without limitation, flooding, or deliberate attempts to overload a
system and broadcast attacks; or (c) Any attempt to circumvent limitations in
subscriptions; or (d) Use of any device, software, or routine to interfere or
attempt to interfere with the proper working of the Services; or (e) Any action
that imposes an unreasonable or disproportionately large load on DailyDorm.com
(Waldron & Brown, LLC.)'s infrastructure Member shall not decompile,
disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive
the source code of the "software tools" (including the tools, methods,
processes, and infrastructure) underlying the Services or any other software on
the DailyDorm.com (Waldron & Brown, LLC.) Web site.
8.4 Copyright or Trademark Infringement
DailyDorm.com (Waldron & Brown, LLC.) Services may be used only for lawful
purposes. Transmission, distribution or storage of any material in violation of
any applicable law or regulation, including export control laws, is prohibited.
This includes, without limitation, material protected by patent, copyright,
trademark, service mark, trade secret or other intellectual property rights. If
you use another party's material, you must obtain prior authorization. By using
the Services, you represent and warrant that you are the author and copyright
owner and/or proper licensee with respect to any hosted content and you further
represent and warrant that no content violates the trademark or rights of any
third party. DailyDorm.com (Waldron & Brown, LLC.) reserves the right to suspend
or terminate a Member's account that, in DailyDorm.com (Waldron & Brown, LLC.)
discretion, violates these policies or violates any law or regulation.
8.5 Other Activities
Whether lawful or unlawful, DailyDorm.com (Waldron & Brown, LLC.) reserves the
right to determine what is harmful to its Members, operations or reputation,
including any activities that restrict or inhibit any other user from using and
enjoying the Service or the Internet.
Please be aware DailyDorm.com (Waldron & Brown, LLC.) reserves the right to
cancel any account they find in violation of any of the above policies. If
appropriate, DailyDorm.com (Waldron & Brown, LLC.) will refer complaints to law
enforcement authorities, and in such case, DailyDorm.com (Waldron & Brown, LLC.)
will actively assist law enforcement agencies with the investigation and
prosecution of any such activities, including surrendering Member account
information.
Complaints about violators of our Policy should be sent via e-mail to abuse@dailydorm.com.
Each complaint will be investigated and may result to immediate cancellation of
Services without prior notice and without refund of Service fees paid.
9. No Warranty
You expressly understand and agree that: (a) your use of the DailyDorm.com
(Waldron & Brown, LLC.) Service is at your sole risk. DailyDorm.com (Waldron &
Brown, LLC.) Services are provided on an "as is" and "as available" basis.
DailyDorm.com (Waldron & Brown, LLC.) and its suppliers, to the fullest extent
permitted by law, disclaim all warranties, including but not limited to
warranties of title, fitness for a particular purpose, merchantability and
non-infringement of proprietary or third party rights. DailyDorm.com (Waldron &
Brown, LLC.) and its suppliers make no warranties about the accuracy,
reliability, completeness, or timeliness of our Services, software, or content;
(b) DailyDorm.com (Waldron & Brown, LLC.) makes no warranty that (i) the Service
will meet your requirements, (ii) the service will be uninterrupted, timely,
secure, or error-free, (iii) the results that may be obtained from the use of
the service will be accurate or reliable, (iv) the quality of any products,
services, information, or other material purchased or obtained by you through
the Service will meet your expectations, and (v) any errors in the software will
be corrected; (d) any material downloaded or otherwise obtained through the use
of the Service is done at your own discretion and risk and that 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; (e) no advice or information,
whether oral or written, obtained by you from us or through or from the Service
shall create any warranty not expressly stated in these terms and conditions.
10. Indemnity
You agree to defend, indemnify, and hold harmless DailyDorm.com (Waldron &
Brown, LLC.), its affiliates, officers, directors, employees, contractors and
agents, from and against any claims, actions or demands, including without
limitation reasonable legal fees, alleging or resulting from your use the
Service, or your breach of this Agreement or other DailyDorm.com (Waldron &
Brown, LLC.) policies, terms and conditions.
11. Limitation of Liability
Your use of DailyDorm.com (Waldron & Brown, LLC.) Services is at your own risk.
If you are dissatisfied with any aspect of our Service or with these terms &
conditions, or any other rules or policies, your sole remedy is to discontinue
use of the Service.
You expressly understand and agree that DailyDorm.com (Waldron & Brown, LLC.)
shall not be liable for any direct, indirect, incidental, special, consequential
exemplary damages, including but not limited to, damages for loss of profits,
goodwill, use, data or other intangible losses (even if we have been advised of
the possibility of such damages), resulting from: (i) the use or the inability
to use the Service; (ii) the cost of procurement of substitute goods and
services resulting from any goods, data, information or services purchased or
obtained or messages received or transactions entered into through or from the
Service; (iii) unauthorized access to or alteration of your transmissions or
data; (iv) statements or conduct of any third party on the service; or (v) any
other matter relating to the Service. In no event will DailyDorm.com (Waldron &
Brown, LLC.)'s liability arising out of or in respect of these terms and
conditions exceed three months subscription fee.
12. Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time without
notice. We also reserve the right at any time to modify or discontinue the
Service, temporarily or permanently, with or without notice to you. You agree
that we shall not be liable to you or any third party for any modification,
suspension or discontinuance of the Service. You acknowledge that we may
establish general practices and limits concerning use of the Service on
DailyDorm.com (Waldron & Brown, LLC.)'s servers on your behalf, and the maximum
number of times (and the maximum duration for which) you may access the Service
in a given period of time. Further, you acknowledge that DailyDorm.com (Waldron
& Brown, LLC.) may add, remove, or change subscription fees at any time without
notice. Changes in subscription fees will take effect on expiration of any
existing Member subscription.
13. Termination
13.1 Without limiting other remedies, DailyDorm.com (Waldron & Brown, LLC.) may
immediately issue a warning, suspend (i.e., lock out access and operation of
Services for Member) either temporarily or indefinitely, or terminate Member's
account and refuse to provide Services to Member if: (a) DailyDorm.com (Waldron
& Brown, LLC.) believes that Member have violated or acted inconsistently with
this Agreement, or any of our policies; or (b) Member have failed to pay fees or
other payments due to DailyDorm.com (Waldron & Brown, LLC.); or (c)
DailyDorm.com (Waldron & Brown, LLC.) is unable to verify or authenticate any
information Member provides to DailyDorm.com (Waldron & Brown, LLC.); or (d)
DailyDorm.com (Waldron & Brown, LLC.) believes that Member's actions may cause
legal liability for Member, DailyDorm.com (Waldron & Brown, LLC.)'s other
clients, or DailyDorm.com (Waldron & Brown, LLC.).
DailyDorm.com (Waldron & Brown, LLC.) may also in its sole discretion and at any
time discontinue providing the Service, or any part thereof, with or without
notice. You agree that any termination of your access to the Service under any
provision of these terms and conditions may be effected without prior notice,
and acknowledge and agree that DailyDorm.com (Waldron & Brown, LLC.) may
immediately deactivate, archive or delete your account and all related
information and data in your account and/or any further access to such data or
the Service. Further, you agree that the DailyDorm.com (Waldron & Brown, LLC.)
shall not be liable to you or any third-party for any termination of your access
to the Service.
Upon termination of this Agreement by either Member or DailyDorm.com (Waldron &
Brown, LLC.), all of Member rights under this Agreement, and DailyDorm.com
(Waldron & Brown, LLC.)'s provision of Services, will terminate immediately. Any
amounts Member owes DailyDorm.com (Waldron & Brown, LLC.), if any, will become
immediately due and payable, including Fees for the remainder of the
subscription cycle. Refunds to Member will be given solely at the discretion of
DailyDorm.com (Waldron & Brown, LLC.).
13.2 The Sections 6 ("Member Data"), 9 ("No Warranty"), 10 ("Indemnity"), 11
("Limitation Of Liability") and this Section 13 will survive any termination of
this Agreement.
14. Miscellaneous
These terms and conditions will be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, excluding that body of law
governing conflict of laws. Any legal action or proceeding relating to or
arising out of these Terms or your use of the Web site will be brought in a
federal or state court in Allegheny County, Pennsylvania, and you submit to the
venue and personal jurisdiction of such court. If any provision of these Terms
is held to be invalid or unenforceable, such provision will be enforced to the
greatest extent possible and the remaining provisions will remain in full force
and effect. Headings are for reference purposes only and in no way define,
limit, construe, or describe the scope or extent of such section. DailyDorm.com
(Waldron & Brown, LLC.)'s failure to act with respect to a breach by Member or
others does not waive DailyDorm.com (Waldron & Brown, LLC.)'s right to act with
respect to subsequent or similar breaches. No action by Member arising under
this Agreement may be brought at any time more than twelve (12) months after the
facts occurred upon which the cause of action arose.
14.1 Relationship
Member and DailyDorm.com (Waldron & Brown, LLC.) are independent contractors,
and no agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this Agreement.
14.2 Assignment
Member may not assign any of its rights, or delegate any of its duties, under
this Agreement, and any attempted assignment will be null and void.
14.4 Force Majeure
Operation of our Services may be interfered with by numerous factors outside of
our control and we shall not be liable to you for any delay or failure in
performance under this Agreement resulting directly or indirectly from causes
beyond DailyDorm.com (Waldron & Brown, LLC.)'s control.
14.5 Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck, as narrowly as possible, and the remaining provisions
shall be enforced. Headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent of such section.
14.6 DailyDorm.com (Waldron & Brown, LLC.) Confidential Information
You represent and warrant to DailyDorm.com (Waldron & Brown, LLC.) that (a) you
are not a competitor of DailyDorm.com (Waldron & Brown, LLC.), (b) you shall
keep publicly unannounced information and materials pertaining DailyDorm.com
(Waldron & Brown, LLC.) Services, pre-release software, testing or testing
procedures strictly confidential and (c) you shall not use any information
gained from access to the DailyDorm.com (Waldron & Brown, LLC.) Web site or use
of DailyDorm.com (Waldron & Brown, LLC.) Services to compete with DailyDorm.com
(Waldron & Brown, LLC.) in its business.
14.7 Except for other agreements or terms appearing on the Web site, this
Agreement set forth the entire understanding and agreement between us with
respect to the subject matter hereof.
ADDITIONAL INFORMATION
Any questions relating to our Legal Agreements and Policies may be directed to
legal@dailydorm.com.