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  1. Introduction

These Terms and Conditions, and all policies and additional terms posted on and in our websites and services (collectively “Services”), set out the terms on which Darigold offers you access to and use of our Services. The Privacy Policy and other additional terms posted on and in our sites are incorporated into these Terms and Conditions. By accessing or using these Services, you agree to comply with all terms of these Terms and Conditions.

Please be advised that these Terms and Conditions contain provisions that govern how claims you and we have against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B (“Agreement to Arbitrate”)). If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

  1. Using the Services

Except as specifically noted, all material presented or available on our sites is for the private, personal and non-commercial use of our visitors.  In connection with using or accessing the Services you will not:

  • breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of your account status
  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools
  • post false, inaccurate, misleading, deceptive, defamatory, or libelous content
  • engage in any activity that exploits, harms, or threatens to harm children
  • make false statements, defame, impersonate someone else or otherwise engage in fraudulent activity
  • defame, harass, abuse, stalk, threaten or otherwise violate anyone’s personal safety or property
  • post profanity, obscenities, abusive language, or otherwise objectionable content
  • post phone numbers, email or mailing addresses, credit card information, or other private information
  • transfer your Darigold account and user ID to another party without our consent
  • distribute or post spam, corrupted files, unsolicited or bulk electronic communications, chain letters, or pyramid schemes
  • distribute viruses or any other technologies that may harm Darigold or the interests or property of users
  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose
  • interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure
  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Darigold. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Darigold or someone else
  • infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures used to provide the Services
  • use any portion of the Services for commercial purposes, unless that is the stated purpose of such Service;
  • impersonate others
  • remove designations of authorship or property rights
  • post false or repetitive communications tending to degrade the validity of information received by others in connection with the Services
  • use the Services to collect information about others without their consent;
  • help others break these rules.

If we believe you are abusing Darigold and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your ability to use or access to our Services, remove content, and take technical and/or legal steps to prevent you from using our Services.

  1. Third-Party Websites and Services

The Services may include social media tools that may, among other things, allow you to manage access, post content and manage content on social network platforms (for example, LinkedIn®, Facebook® and Twitter®). These tools also allow you to use the Services to access and analyze information found on social media sites. You hereby grant us all required permissions to access such sites and provide this functionality.

The Services may contain links to websites that are controlled by third parties and access to certain third-party services (including our partners), which may include, without limitation, marketing and advertising services, social network platforms, and other services (“Third Party Services”). These links and services are provided to you as a convenience, and we are not affiliated with or responsible for the content, action or performance of any linked website or Third-Party Service. You use such websites or services at your own risk. Any Third Party Service accessed from the Services is independent from us and we have no control over, and assume no responsibility for, the content, privacy policy, terms of use and practices of such website or service. Any such Third Party Service may have terms of use and a privacy policy different than ours and you should review the applicable terms and policies, including privacy and data gathering practices before proceeding.

You agree to abide by the terms and conditions of any applicable Third Party Service (including LinkedIn®, Facebook® and Twitter®). Notwithstanding anything set forth herein to the contrary, you will abide by these Terms regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.

We may terminate any Third Party Service’s ability to interact with the Services at any time, with or without notice, and in our sole discretion, with no liability to you or to any third party. Any Third Party Service may take actions to impact our ability to make available some or all of the features of the Services at any time, with or without notice, and we will not be liable to you or to any third party for any such actions. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, any Third Party Services.

In order to use some features of the Services, you must have access to a valid email or social networking account. You are solely responsible for paying any third-party fees associated with such third-party networks. You further agree that the ability to use some features of the Services may be subject to subscriber terms of use, contracts, capacity charges and/or other expenses established and enforced by your email service provider, internet service provider or other applicable service provider, all of which are your sole responsibility. You represent that use of the Services will not violate any rules, restrictions policies, or requirements of your email service provider, internet service provider or other applicable service provider.

In no event shall any reference to any third party or third party product or Third Party Service be construed as an approval or endorsement by us of that third party or of any product or service provided by such third party.

  1. Content

When you provide content to Darigold (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined in Section 2 above) you have in that content in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Darigold, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content.  For purposes of these Terms, “content” shall mean any text, image, sound, video, animation, idea, proposal, suggestion, comment or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms and Conditions. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms and Conditions, does not and will not infringe any Intellectual Property Rights of any third party. Darigold takes no responsibility and assumes no liability for any content provided by you or any third party.

We cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. You agree that Darigold is not responsible for examining or warranting the content provided by third parties through the Services, and that you will not attempt to hold us, our content providers, or our data providers liable for inaccuracies. We make no representation as to the suitability of any suggestions, proposals or contracts made available through the Services and users are cautioned to consult their own business, legal, tax, agricultural and other advisors.

The names “Darigold”, “The Daily Churn” and other Darigold marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Darigold in the U.S. and other countries. They may not be used without the express written prior permission of Darigold.

Disclaimer

All content and information provided on The Daily Churn and other Darigold websites is provided for information purposes only and does not constitute a legal contract between Darigold and any person or entity unless otherwise specified. Information on The Daily Churn and other Darigold websites is subject to change without prior notice. Although every reasonable effort is made to present current and accurate information, Darigold makes no guarantees of any kind. You agree that The Daily Churn and other Darigold websites are public communications and that we disclaim any liability for the interception, use or abuse of such communications by others.

The Daily Churn and other Darigold websites may contain information that is created and maintained by a variety of sources both internal and external to Darigold. These Third Party sites are unmoderated forums containing the personal opinions and other expressions of the persons who post the entries. Darigold does not control, monitor or guarantee the information contained in these Third Party sites, forums, or information contained in links to other external websites, and does not endorse any views expressed or products or services offered therein.   In no event shall Darigold be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such Third Party site or resource.

Health-Related Content Disclaimer

Health related topics found on The Daily Churn or Darigold webpages should not be used for diagnosing purposes or be substituted for medical advice. As with any new or ongoing treatment, always consult your professional healthcare providers before beginning any new treatment. It is your responsibility to research the accuracy, completeness, and usefulness of all opinions, services, and other information found on the site, and to consult with your professional health care provider as to whether the information can benefit you. Darigold assumes no responsibility or liability for any consequence resulting directly or indirectly for any action or inaction you take based on or made in reliance on the information, services, or material on or linked to The Daily Churn or any Darigold website.

Link Disclaimer

Any links to external websites The Daily Churn or Darigold webpages are provided as a courtesy. They should not be construed as an endorsement by Darigold of the content or views of the linked materials.

Notice for Claims of Intellectual Property Violations and Copyright Infringement

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that your intellectual property rights have been infringed, please notify our USDM team and we will investigate. You can report alleged copyright infringements via a Digital Millennium Copyright Act (DMCA) notification sent to the Darigold designated agent (contact information below) by providing ALL of the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
  • Identification or description of the copyrighted work that you claim has been infringed.
  • Identification or description of where the material that you claim is infringing is located on the Darigold site, with enough detail that we may find it on the Darigold website.
  • Your address, telephone number, and email address.
  • A statement by you that you have a good-faith belief that the use of the allegedly infringing material isn’t authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The DMCA Copyright Agent for Darigold is:

 

DMCA Copyright Agent

Darigold, Inc.

5601 Sixth Avenue South, Suite 300

Seattle, WA 98108

 

Send email to:

dpo@thedailychurn.com

 

  1. Intellectual Property Reservation of Rights

Except as expressly provided under these Terms, Darigold does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Darigold or any related entity, including but not limited to any name, trade dress, logo or equivalents.

  1. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.

DARIGOLD, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. DARIGOLD DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.WE DO NOT WARRANT THAT OUR SITES WILL OPERATE WITHOUT MAKING ERRORS OR THAT THEY ARE FREE OF VIRUSES OR OTHER HARM. WE ARE NOT RESPONSIBLE FOR YOUR EXPENSES OF RECTIFYING ANY HARM SO CAUSED.

IN NO EVENT SHALL WE BE LIABLE FOR DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR OUR SITES. YOUR SOLE REMEDY IS TO CEASE USE OF THE SITE(S) AND SERVICE(S) INVOLVED.

In addition, to the extent permitted by applicable law, we (including our subsidiaries and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, exemplary, consequential, incidental, or punitive damages) resulting directly or indirectly from:

  • the content you provide (directly or indirectly) using the Services
  • your use of or your inability to use our Services
  • delays or disruptions in our Services
  • viruses or other malicious software obtained by accessing or linking to our Services
  • glitches, bugs, errors, or inaccuracies of any kind in our Services
  • damage to your hardware device from the use of any Darigold Service
  • the content, actions, or inactions of third parties
  • a suspension or other action taken with respect to your account or breach of any term of these Terms and Conditions or any Darigold policy contained herein
  • your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms and Conditions or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms and/or the Services.

  1. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

  1. Indemnity

Your use of the Services constitutes your warranty to us that you will not violate these Terms and Conditions or applicable laws. You agree to indemnify us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) for any breach of that warranty. You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms and Conditions, your improper use of Darigold’s Services or your breach of any law or the rights of a third party.

  1. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND DARIGOLD HAVE AGAINST EACH OTHER ARE RESOLVED.

You and Darigold agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Darigold (including any claim or dispute between you and a third-party agent of Darigold) that relates in any way to or arises out of this or previous versions of this Terms and Conditions, your use of or access to the Services, the actions of Darigold or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Washington, without regard to principles of conflict of laws, will govern these Terms and Conditions and any claim or dispute that has arisen or may arise between you and Darigold, except as otherwise stated in these Terms and Conditions.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, Washington before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND DARIGOLD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND DARIGOLD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and Darigold’s right to appeal the court’s decision. All other claims will be arbitrated.

  1. General

Except as otherwise provided in this Terms and Conditions, if any provision of this Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign these Terms and Conditions, and in such event, we will post notice on www.darigold.com.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms and Conditions.

We may amend this Terms and Conditions at any time by posting the amended terms on www.darigold.com, www.thedailychurn.com, and our other sites. Our right to amend these Terms and Conditions includes the right to modify, add to, or remove terms in these Terms and Conditions. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of these Terms and Conditions through an electronic click-through. If you don’t agree to the new terms, your use of the Services may be limited.  In some instances, you must stop using those Services that require acceptance of these Terms and Conditions.

The Terms and Conditions and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Darigold and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this Terms and Conditions: Content; Intellectual Property Reservation of Rights; Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

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