These terms of service constitute a legally binding agreement (the “Agreement” or “Terms”) between you and Divini Digital® governing your use of the website and technology platform . By entering into this Agreement, and/or by using or accessing the Divini Digital®platform (whichever comes first), you expressly acknowledge that you understand this Agreement (including the dispute resolution provisions herein) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE Divini Digital® PLATFORM.
KEY DEFINITIONS
“Client” means a User who is accessing the Platform to seek and/or manage Services for the benefit of a third-party. A Client is typically a manufacturer or retailer who creates a Service Request on behalf of a Consumer.
“Collective Content” means User Content and Divini Digital®Content together.
“Content” means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, service requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
“Consumer” means a User who is accessing the Platform to seek services, makes a booking with a Service Provider to purchase a service, is the beneficiary of a service created by a Client, or otherwise uses the Platform to, or agrees to these Terms in order to, receive, pay for, review, or facilitate the receipt of services. Because a Consumer may be, or may become, a customer of a Service Provider, a Consumer is often referred to as a “customer” or a “Customer” on the Platform and in marketing materials related to the Platform.
“Fee” or “Charge” means any amount charged by Divini Digital®to a User in connection with the Platform.
“Divini Digital®Content” means all Content Divini Digital®makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content.
“Platform” means all Divini Digital®websites, mobile or other applications, software, processes, subscription services, and any other services.
“Privacy Policy” means the Divini Digital®Privacy Policy, including any amendments, supplements or modifications thereto made from time to time.
“Services” means the services listed, quoted, scheduled, offered, fulfilled or provided by Service Providers, or sought, scheduled, paid for, or received by Consumers or Clients, through the Platform.
“Service Provider” means a User who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of Services. Service Providers are often referred to as “pros” or “providers” on the Platform.
“Service Request” means a User-submitted request, booking, or order for a specific service to be performed by a Service Provider for a Consumer or Client. Service Requests are also commonly referred to as “jobs” on the Platform.
“Technician” means the individual dispatched by a Service Provider to perform the work for a User.
“User” means a person or entity who completes account registration process (including automatic registration upon creating a Service Request), agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through Divini Digital®, including but not limited to Service Providers and Consumers.
“User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, service requests, messages, and payments made through the Platform.
PLATFORM OVERVIEW
The Divini Digital®Platform provides a platform where persons who seek assistance with product assembly, installation, delivery, and/or related services (“Consumer” or “Client”) can be matched with organizations/persons capable of providing such services (“Service Providers”). Consumers, Clients, and Service Providers are collectively referred to as “Users”. As a User, you authorize Divini Digital®to match you with a Consumer or Service Provider, as the case may be, based on factors such as your location, type of service requested, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the services provided by Service Providers to Consumers that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Service Provider to a User shall constitute a separate agreement between such persons. Users understand and agree that Services are fulfilled by Service Providers, and that Service Providers are not Divini Digital®employees, contractors, consultants, joint venturers, partners, or agents.
YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with these Terms, Divini Digital®grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by Divini Digital®or our licensors, except for the licenses and rights expressly granted in these Terms.
THIRD PARTY APPLICATIONS
The Divini Digital®Platform may use and/or integrate with third-party software, applications, and/or website services. These services have their own respective Terms of Service and Privacy Policies. By using the Divini Digital®platform, you agree to abide by the policies of any third-party service utilized by the Platform.
ELIGIBILITY
The Divini Digital®Platform may only be used by individuals who can form legally binding contracts under applicable law. The Divini Digital®Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
MODIFICATION TO THE AGREEMENT
Divini Digital®reserves the right, in our sole discretion, to modify these Terms and any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Divini Digital®Platform after any such changes shall constitute your consent to such changes.
SERVICE PROVIDER REPRESENTATIONS
By registering or using the Platform to accept Service Requests, Service Providers represent and warrant that they, and the employees, agents, suppliers contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Services and in relation to the specific job they are performing. Service Providers otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, any other applicable privacy laws, and the Telephone Consumer Protection Act, in their use of the Platform and any personal information obtained from the Platform.
Service Providers understand and agree that they are customers of Divini Digital®, and are not Divini Digital®employees, contractors, consultants, joint venturers, partners, or agents. Service Providers acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. Divini Digital®does not control, and has no right to control, the services a Service Provider provides (including the details of how the Service Provider provides such services) if the Service Provider is engaged by a Consumer, Client or any other person, except as specifically noted herein or on the Platform.
SERVICE PROVIDER’S RELATIONSHIP WITH Divini Digital®
If you are a Service Provider on the Divini Digital®Platform, you acknowledge and agree that you and Divini Digital®are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of Service Provider being a customer of Divini Digital®. You and Divini Digital®expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Divini Digital®; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Divini Digital®, and you undertake not to hold yourself out as an employee, contractor, agent or authorized representative of Divini Digital®. You further acknowledge and agree that you are not an employee or contractor of Divini Digital®for any purpose, including, inter alia, for purposes of the Fair Labor Standards Act, the Employee Retirement Income Security Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act and Income Tax Withholding, or for the purposes of any employee benefit plans or “fringe benefits” which may otherwise be offered by Divini Digital®to its employees. You shall be responsible for compliance with all laws and regulations with respect to its provision of Services and for all applicable withholding, self-employment and employment related taxes imposed by any taxing jurisdiction. Divini Digital®does not, and shall not be deemed to, direct or control a Service Provider generally or in your performance under this Agreement specifically, including in connection with a Service Provider’s provision of Services or a Service Provider’s acts or omissions. Each Service Provider retains the sole right to determine when, where, and for how long he or she will utilize the Divini Digital®Platform. Each Service Provider retains the option to accept or to decline or ignore a Consumer’s request for Services via the Divini Digital®Platform, or to cancel an accepted request for Services via the Divini Digital®Platform, subject to Divini Digital®’ then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Divini Digital®shall have no right to require you to: (a) display Divini Digital®’ names, logos or colors on your vehicle(s) or other property; or (b) wear a uniform or any other clothing displaying Divini Digital®’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities. You shall at all times while you are a Service Provider obtain and maintain at your expense your own liability insurance coverage in such amounts and with such non-monetary requirements as Divini Digital®may require from time to time. You shall provide proof of such coverage to Divini Digital®from time to time upon Divini Digital®’ request.
PAYMENTS TO SERVICE PROVIDERS
If you are a Service Provider, you will receive payment for your completion of Services pursuant to the terms of this Agreement and any other agreement that may be entered into between you and Divini Digital®from time to time.
Service Providers are entitled to a payment for the Services performed for Consumers as calculated by Divini Digital®and agreed upon by Service Provider when Service Provider confirms through the Platform to perform the Service.
If a Service Provider cancels the Service, fails to arrive at Consumer’s location to perform the Service, or otherwise indicates that Service Provider will not be performing the Service, we may charge the Service Provider a Match Fee or Cancellation Fee. In addition to the foregoing types of payments that may be earned by Service Provider, Service Provider will receive the following payments, if applicable: (i) any tips provided by a Consumer to you and (ii) any damage charges we collect on your behalf.
Divini Digital®, through its third party payment processor will be responsible for collecting payments owed to you by Consumers as your limited payment collection agent and you agree that the receipt of such payments by Divini Digital®satisfies the Consumer’s obligation to you.
Divini Digital®expressly reserves the right to adjust or withhold all or a portion of such payment or other payment owed to you (except tips) provided that Divini Digital®’s decision to adjust, deduct, or withhold payment shall be exercised in a reasonable manner and Divini Digital®will take reasonable steps to remit such payments to you on a weekly basis, subject to Divini Digital®’s reasonable business practices and events outside of Divini Digital®’s reasonable control.
You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that Divini Digital®may withhold. Divini Digital®may suspend Service Provider or impose a monetary penalty on account of deficient or untimely Services.
COMMUNICATIONS
By entering into this Agreement or using the Platform, whichever comes first, you agree to receive communications from us, including via email, text message, phone calls, and push notifications. You agree that text messages, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Divini Digital®, its affiliated companies and/or Users, may include but are not limited to: operational communications concerning your User account or use of the Divini Digital®Platform or Services, updates concerning new and existing features on the Divini Digital®Platform, communications concerning promotions run by us or our third-party partners, and news concerning Divini Digital®. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may opt out of text message, phone call, and/or email correspondence at any time; however, you acknowledge that doing so may impact your ability to use the Platform.
Divini Digital®may track the occurrence of communications between Users that occur on or off of the Platform via email, phone call, SMS text message, third-party websites, or any other means. In order to track the occurrence of such communications, we may obscure or replace contact information in a User profile or Service Request with a different piece of contact information that will forward to the User, or take any other step reasonably calculated to track the occurrence of such communications.
If you send text messages with a User using the telephone number for that User available on the Platform, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, Divini Digital®may receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.
YOUR INFORMATION
Your Information is any information you provide, publish or post to or through the Divini Digital®Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Divini Digital®-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Divini Digital®Platform and participate in the Services. Our collection and use of personal information in connection with the Divini Digital®Platform and Services is as provided in Divini Digital®’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for the online posting of your Information. You agree to provide and maintain accurate, current, and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Divini Digital®to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to exercise the intellectual property (including copyright), publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information, to prepare derivative works, and incorporate into other works, such Information, in each case in any media now known or not currently known. Divini Digital®does not assert any ownership over your Information; rather, as between you and Divini Digital®, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
RESTRICTED ACTIVITIES
As a User of the Divini Digital®Platform you agree that you will not:
impersonate any person or entity;
stalk, threaten, or otherwise harass any person;
violate any law, statute, rule, permit, ordinance or regulation;
circumvent, or seek to circumvent, payment through the Platform for a Service Request created within the Platform;
create a Service Request with no intention of having such request performed by a Service Provider;
interfere with or disrupt the Divini Digital®Platform or the servers or networks connected to the Divini Digital®Platform;
post Information or interact on the Divini Digital®Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
use the Divini Digital®Platform in any way that infringes any third party’s rights;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
manipulate identifiers in order to disguise the origin of any information transmitted through the Divini Digital®Platform;
“frame” or “mirror” any part of the Divini Digital®Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Divini Digital®Platform or any software used on or for the Divini Digital®Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Divini Digital®Platform or access to any portion of the Divini Digital®Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Divini Digital®Platform or its contents;
transfer or sell your User account, password and/or identification to any other party;
send communications to a User that is not directly related to a Service Request;
fail to comply with a User’s request to no longer receive phone calls, text messages, e-mails, or any other communications from you;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause or assist any third party to engage in the restricted activities above.
SERVICE PROVIDER AGREEMENTS
By providing Services as a Service Provider on the Divini Digital®Platform, you represent, warrant, and agree that:
you are a customer of Divini Digital®, and are therefore not an employee, contractor, consultant, joint venturer, partner, or agent of Divini Digital®.
you are responsible for your employees, contractors, staff, and/or agents actions under this Agreement.
you understand that there may be additional terms, policies, and/or guidelines outlined in the Service Provider Help Center that govern your use of the Platform.
you will never attempt to collect payment for Service(s) from Consumer or Client through means outside of the Platform;
you are liable for any damages caused to a third party’s property and belongings, while representing Divini Digital®and performing a Service you accepted through Divini Digital®and that you will reimburse the consumer, client, and/or Divini Digital®for any damages in connection with the damages you caused while performing the services in question;
you will present yourself in a professional, courteous, and friendly manner while performing Service(s) and during all interactions with Users and Divini Digital®;
you and your Technician(s) possess a valid driver’s license and are authorized and medically fit to operate a vehicle and have all appropriate licenses, approvals and authority to provide Services;
you own, or have the legal right to operate, all personal property you use when providing Services, and such personal property is in good operating condition and meets the industry safety standards and all applicable legal requirements, if any;
you and/or your Technicians will not engage in reckless behavior while performing the Services, permit any third party other than another authorized Technician to accompany you while providing Services, provide Services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of Users, Divini Digital®, or third parties;
you will not attempt to defraud Divini Digital®or Users on the Divini Digital®Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold all applicable payments for the Service(s) in question;
you agree that we, or our designee, may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement;
you agree at all times while you are a Service Provider to have and maintain at your expense your own valid policy of liability insurance coverage that names you or schedules you for provision of Services in such amounts and with such non-monetary requirements consistent with all applicable legal obligations and as Divini Digital®may require from time to time. You shall provide proof of such coverage to Divini Digital®from time to time upon Divini Digital®’s request;
you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.
you shall warranty work performed for no less than 365 days from the date of completion, and shall promptly resolve any warranty claims made by Consumers or Clients, or made by Divini Digital®on behalf of Users.
you shall have no right or authority, either expressed or implied, to assume or create, on behalf of Divini Digital®any obligation or responsibility of any kind or nature.
DISPUTES BETWEEN OR AMONG USERS
Divini Digital®values our Consumers, Clients, and Service Providers equally, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Divini Digital®or a neutral third-party mediator or arbitrator selected by Divini Digital®. Notwithstanding the foregoing, you acknowledge and agree that Divini Digital®is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.
INTELLECTUAL PROPERTY
All intellectual property rights in the Divini Digital®Platform shall be owned by Divini Digital®absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Divini Digital®Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Divini Digital®as of the moment of creation or provision to Divini Digital®, whichever occurs first. Divini Digital®shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Divini Digital®and other Divini Digital®logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Divini Digital®in the United States and/or other countries (collectively, the “Divini Digital®Marks”).You acknowledge that Divini Digital®is the owner and licensor of the Divini Digital®Marks, including all goodwill associated therewith. You agree that you will not: (1) use, allow others to use, or create any materials that use the Divini Digital®Marks or any derivatives of the Divini Digital®Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Divini Digital®in writing; (2) use the Divini Digital®Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Divini Digital®Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair FV Service rights as owner of the Divini Digital®Marks or the legality and/or enforceability of the Divini Digital®Marks, including, challenging or opposing Divini Digital®’ ownership in the Divini Digital®Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Divini Digital®Marks, any derivative of the Divini Digital®Marks, any combination of the Divini Digital®Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Divini Digital®Marks; (5) use the Divini Digital®Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. If you create any materials bearing the Divini Digital®Marks (in violation of this Agreement or otherwise), you agree that upon their creation Divini Digital®exclusively owns all right, title and interest in and to such materials, including any modifications to the Divini Digital®Marks or derivative works based on the Divini Digital®Marks. You further agree to assign any interest or right you may have in such materials to Divini Digital®, and to provide information and execute any documents as reasonably requested by Divini Digital®to enable Divini Digital®to formalize such assignment.
Divini Digital®respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Divini Digital®Platform or Services infringe upon your copyrights, please contact us at hello@divinidigital.com
FEEDBACK
By sending us any feedback, comments, questions, or suggestions concerning User, Service or the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party or -parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Divini Digital®and our Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your Account or the Platform.
ACCOUNT SUSPENSION OR TERMINATION
Divini Digital®may, in our discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your Divini Digital®account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Divini Digital®support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Service Requests canceled or delayed as a result of Account termination. If you are a Service Provider, you may cancel your use of the Platform and/or terminate your Account at any time by following the “Settings” link in your provider portal, clicking “Profile,” and clicking “Deactivate Account.” If you are a Client, you may terminate your account by emailing a request to your Account Manager that is listed in your client portal. If you are a customer, you may terminate your account by emailing a request to ihello@divinidigital.com Please note that if your Account is terminated, we do not have an obligation to delete any order information, or delete or return to you any Content you have provided to the Platform, including, but not limited to, any reviews.
DISCLAIMERS
The following disclaimers are made on behalf of Divini Digital®, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. We cannot ensure that a Service Provider will complete an arranged Service. We have no control over the quality or safety of the Services performed by a Service Provider. We do not guarantee and do not promise any specific results from use of the Divini Digital®Platform and/or the Services, including the ability to provide or receive Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the Divini Digital®Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Divini Digital®Platform will be corrected, or that the Divini Digital®Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Divini Digital®Platform or Services. We cannot guarantee that each User is who he or she claims to be.
Divini Digital®is not responsible for the conduct, whether online or offline, of any User of the Divini Digital®Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal property of any User. By using the Divini Digital®Platform and participating in the Services, you agree to accept such risks and agree that Divini Digital®is not responsible for the acts or omissions of Users on the Divini Digital®Platform or participating in the Services. You are responsible for the use of your User account and Divini Digital®expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately. We are not responsible for the use of any personal information that you disclose to other Users on the Divini Digital®Platform or through the Services. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).Opinions, advice, statements, offers, or other information or content concerning Divini Digital®or made available through the Divini Digital®Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Divini Digital®Platform or otherwise.
We reserve the right, but we have no obligation, to monitor the materials posted on the Divini Digital®Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Location data provided by the Divini Digital®Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither FV SERVICE, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Divini Digital®Platform.
Any of your Information you provide on the Divini Digital®Platform may be accessible to Divini Digital®and certain Users of the Divini Digital®Platform.
INDEMNITY
You will forever release, defend, indemnify, and hold Divini Digital®and our affiliates, subsidiaries, parents, successors and assigns, and each of our and their respective officers, directors, employees, attorneys, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of your use of the Divini Digital®Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including other Users, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Divini Digital®Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of any personal property used in or related to the Services, including your provision or receipt of Services; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
LIMITATION OF LIABILITY
IN NO EVENT WILL Divini Digital®, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Divini Digital®” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE Divini Digital®PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE Divini Digital®PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE Divini Digital®PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT Divini Digital®HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
TERM AND TERMINATION
This Agreement is effective upon your use of the Divini Digital®Platform. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to FV SERVICE; or b) by either Party immediately, without notice, upon the other Party’s material breach of any provision of this Agreement. All provisions that by their nature should survive the termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.
DISPUTE RESOLUTION AND VENUE
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of ITALY, excluding choice of law rules. Jurisdiction and Venue for any action shall be exclusively in the state or federal courts serving ITALY, to which jurisdiction and venue the parties irrevocably consent. The parties exclude the application of ITALY Convention on Contracts for the International Sale of Goods.
CONFIDENTIALITY
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Divini Digital®’ business, operations and properties, software (including the Divini Digital®website), information about a User made available to you in connection with such User’s use of the Divini Digital®Platform, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by Divini Digital®for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all necessary measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Divini Digital®in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Divini Digital®with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Divini Digital®or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Divini Digital®; becomes known to you, without restriction, from a source other than Divini Digital®without breach of this Agreement by you and otherwise not in violation of Divini Digital®’ rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Divini Digital®to enable Divini Digital®to seek a protective order or otherwise prevent or restrict such disclosure. Notwithstanding the generality of the foregoing, You agree not to reverse engineer, disassemble, decompile, or otherwise modify or disclose any Divini Digital®software or other tangible or intangible property which contain Confidential Information.
OTHER SERVICES
In addition to connecting Users, the Divini Digital®Platform may enable Users to provide or receive goods or services from other third parties (collectively, the “Other Services”). You understand that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Divini Digital®Platform, you authorize Divini Digital®to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Divini Digital®is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Divini Digital®Platform.
ADDITIONAL TERMS
Some Services may have additional Terms that are not outlined in this document. In such cases, Terms specific for a Service will be presented to the Consumer during the process of submitting a Service Request. Upon requesting Service, User agrees to any additional Terms for that Service. Service Provider agrees to additional terms as outlined in the Service Provider Help Center.
SEVERABILITY
If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. Any notices to Divini Digital® shall be given by certified mail, postage prepaid and return receipt requested to: Divini Digital® Any notices to you shall be provided to you through the Divini Digital®Platform or given to you via the email address or physical you provide to Divini Digital® during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Divini Digital®with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding this agreement, please contact us via email at hello@divinidigital.com
Updated on: 27/09/2024