Intelligence, Inc. ("DJ Intelligence" or "us" or "we") has developed and operates a service ("Service") providing web-based event booking, planning, and management tools ("Tools"). The Service enables a third party ("you" or "Subscriber") and to access and configure these Tools through an online account ("Account"). Internet users who use the Tools are referred to in this Agreement as your visitor ("Visitor" or "Visitors"). DJ Intelligence will provide HTML code for you to use the Tools as an extension of your website or you can use your Tools on their own. This Agreement defines the terms and conditions for your participation in the Service as a Subscriber. In consideration of the promises set forth in this Terms of Service ("Agreement"), you and DJ Intelligence agree as follows:
1. Acceptance and Enrollment as a Subscriber:
Please read this Agreement carefully. To become a Subscriber, you must fill out a completed signup form via our website. By submitting the form, and agreeing to use the Service, you indicate your acceptance of this Agreement and its terms and conditions. The Service will be initiated upon Account creation.
2. The DJ Intelligence-Subscriber Relationship:
As a Subscriber, we will make available to you a series of Tools, which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your website as you desire. Visitors will be able to access the Tools through a new browser window that opens on your own site, a direct hyperlink, or a framed link. If the new browser window is closed, your site remains open on the Visitor's computer. Since the name of the Tools will match your own company name, the Visitor will assume the website is a part of your site, not an off-site location. Further, the Tools will have links on it returning your Visitors back to your site. Visitors to your website will be able to use your interactive online Tools. However, while you are a Subscriber all email communication, confirmations, and other representations will have only your company name.
3. Our Responsibilities:
We will be responsible for providing you the information necessary to allow you to link your website to your Tools. Included with our Service is an Account which enables you to log in and configure the Tools and Service. Certain elements of the Tools and Service can be modified to your unique needs, but no guarantees are made as to the level of modification that is offered. Your client and booking information remains securely stored in your Account which resides on our servers. Never is any of your client or booking information shared with any outside parties.
4. Term and Termination of the Agreement:
The term of this Agreement is 1 year (or 2 months if trial), starting from the date your Account is created. From then on, the agreement renews itself each year for a period of 1 year with your authorization. The Agreement can be terminated by cancellation at anytime by either the Subscriber or DJ Intelligence. If the Subscriber cancels this agreement for any reason, no refund will be provided under any circumstances. All sales are final. If DJ Intelligence cancels this Agreement for any reason, a five (5) day notice via email will be given to the Subscriber and the Subscriber will receive a prorated refund. DJ Intelligence reserves the right to refuse service to any person or company for any or no reason.
5. Design of the Online Tools:
When you become a Subscriber, you grant us a limited, non-exclusive right to use and copy the "look and feel" of your website, including your logo if applicable, for the purposes stated in this Agreement. This right continues only for as long as you remain a Subscriber. Thereafter, neither party has the right to use any graphic images, logos, service marks, and related images or copy belonging to the other party.
6. Usage Limitations and Transferability:
An Account can only be used with a single company or entity, the company or entity of the Subscriber. Accounts can not, under any circumstances, be shared among or used by multiple companies. A Subscriber is permitted to integrate their Tools into multiple websites and URLs, provided that such websites and URLs are all owned by the Subscriber. The Subscriber is not permitted to rent, lease, license, sell, re-sell, give away all or any part of their Service. Usage of the Account is limited to the Subscriber and Subscriber's prospective and booked clients only. The Subscriber may not allow access to their Account by any other company, entity, or prospective or booked client of such other company or entity.
7. Licenses and Use of Marks:
We grant you a non-exclusive, non-transferable, revocable right to use our logos, trade names, trademarks, service marks and similar identifying material relating to us (collectively, the "Marks") solely as related to promotion of the Tools. You may use the Marks on your website only while you are participating as a Subscriber. You may not alter, modify, or change the Marks in any way. You are only entitled to use the Marks as set forth in this Agreement while you are a Subscriber in good standing. We expressly reserve all right, title and interest in the Marks not expressly granted in this Agreement. Your license to use the Marks may be revoked at any time for any reason by us. Nothing in this agreement provides for the transfer of ownership in any DJ Intelligence intellectual property right.
You grant to us a limited, non-exclusive, license to utilize your trade names, trademarks, and service marks to advertise, market, promote, and publicize in any manner our rights hereunder and the Service. This license and the use of Marks by both parties shall terminate upon the termination of this Agreement. DJ Intelligence reserves the right to display a copyright link at the bottom of every online Tool.
8. Policies and Pricing:
If we change our policies and operating procedures, we will post any and all changes on our website. Prices are subject to change at anytime without notice. Any pricing changes will be posted on our website. A $25 processing fee is assessed on any returned payments.
9. Compliance with Laws:
You are solely responsible for ensuring that your website and all content thereon strictly complies with all applicable laws and regulations including, without limitation, all applicable copyright, trademark and export laws. We have the right in our sole discretion to monitor your website at any time, and from time to time, to determine if you are in compliance with the terms of this Agreement. We may immediately terminate this Agreement if in our sole discretion you are not in compliance with the terms of this Agreement.
You may not use the Service in such as way as to condone or encourage terrorism, promote or provide pirated software, or any other form of illegal or damaging activity.
In our sole discretion, we may modify the terms and conditions contained in this Agreement at any time. Any and all changes will be noticed and posted on our website. Modifications may include, but are not limited to, terms, features, or pricing. You agree that your continued participation in the Service following such a modification will constitute your binding acceptance of the modification to this Agreement.
11. Relationship of Parties:
Nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict any term contained in this Section.
Communication between DJ Intelligence and the Subscriber will take place online and via email. You agree to receive all official emails from DJ Intelligence and understand that as part of a subscription service, you can not opt-out of receiving such messages which are deemed vital to the DJ Intelligence-Subscriber relationship.
13. Account Access and Ownership
A Subscriber may request that their current Account name and password be sent via electronic mail to the email address listed on the Account. The Subscriber may execute this process automatically by using the password lookup function on the Account login page.
In the event that the Subscriber is no longer able to access the email address listed on their Account (and provided the ownership of the Account is not in dispute), the Subscriber may contact DJ Intelligence to request that their password be reset. As a means to verify the Subscriber’s identity, DJ Intelligence may ask the Subscriber to verify the last 4 digits and/or provide a facsimile of the credit card used to pay for the current term of Service (or most recent term in the event that the Account is expired). DJ Intelligence is under no obligation to reset the password if it is believed that the identity of the Subscriber cannot be adequately verified.
In the event that the ownership of an Account is disputed by any individual, regardless of whether that individual is currently listed as a contact on the Account, DJ Intelligence may, at its sole discretion, suspend access to the Account immediately for all parties until such time that ownership of the business listed on the Account prior to the dispute can be verified. Supporting documentation must be provided, listing the owner(s) of the business before Account access will be reinstated. After business ownership has been established and verified, and unless otherwise directed by a court of law, the Account will be reinstated with a new password and all owners of the business (for which DJ Intelligence has an active email address) will be sent an email containing the new login credentials for the Account. A copy of this message will be sent to the email address listed on the Account.
14. Representations and Warranties:
You hereby represent and warrant to us as follows: a.) You have full authority to bind yourself or the entity which you represent to the terms of this Agreement. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, written, valid, and binding obligation, enforceable against you in accordance with its terms. b.) The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. c.) You are the sole and exclusive owner of the Subscriber trademarks and have the right and power to grant to us the license to use the same as set forth herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
DJ INTELLIGENCE AND OUR SERVICES ARE OFFERED "AS IS." WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE. YOU EXPRESSLY AGREE THAT DJ INTELLIGENCE IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, INACCURACIES OR ERRORS.
a.) You acknowledge and agree that certain information disclosed to you by us constitutes Proprietary Information, including, without limitation, the terms of this Agreement, business and financial information, Visitor lists, technological information, customer and vendor lists, and pricing and sales information. The Proprietary Information shall remain the sole and exclusive property of DJ Intelligence and disclosure of the Proprietary Information to you does not confer to you any license, interest, or rights of any kind in or to the Proprietary Information, except as provided under this Agreement. You shall keep the Proprietary Information strictly confidential and secret and shall not use or disclose the same, directly or indirectly, for your own business purposes or for any other purpose except and solely for the purposes contemplated by this Agreement. You shall protect the Proprietary Information with the same degree of protection and care as you use to protect your own Proprietary Information, but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose the Proprietary Information if required under applicable law. b.) With regard to Trade Secrets, your obligations in this Section shall continue for so long as such information constitutes a Trade Secret. With regard to Confidential Information, your obligations in this Section shall continue for the term of this Agreement and for a period thereafter until such information is made public, or is required to be disclosed to a government agency or court of law with competent jurisdiction. For the purposes of this Agreement, (i) "Proprietary Information" means Trade Secrets, Confidential Information, Graphic Designs and Source Codes; (ii) "Trade Secrets" means trade secrets as defined under Illinois law, as amended from time to time; and (iii) "Confidential Information" means information that is of value to us and is treated as confidential other than Trade Secrets.
You may not reverse engineer, disassemble, or create derivative works based on the Software for distribution or usage on or outside your website.
17. LIMITATION OF LIABILITY:
NEITHER DJ INTELLIGENCE NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR OTHER REPRESENTATIVES SHALL BE LIABLE TO YOU OR TO YOUR VISITORS FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR PUNITIVE DAMAGES RELATING IN ANY MANNER TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, EVEN IF DJ INTELLIGENCE HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. OUR TOTAL LIABILITY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT EXCEED THE SERVICE FEES UNDER THIS AGREEMENT. IF SERVICE IS INTERRUPTED FOR AN EXTENDED PERIOD OF TIME OR EXCESSIVE DATA IS LOST, DJ INTELLIGENCE, AT OUR SOLE DISCRETION, MAY CHOOSE TO CREDIT THE SUBSCRIBER'S ACCOUNT FOR TIME LOST. NO CASH REFUNDS ARE GIVEN UNDER ANY CIRCUMSTANCES.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. Headings of particular sections are inserted only for convenience and are not to be considered a part of this Agreement or be used to define, limit or construe the scope of any term of this Agreement. Should any term of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. Emails shall constitute written notice to the other party for all purposes of this Agreement.
You hereby agree to defend, indemnify and hold harmless DJ Intelligence and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) resulting from any third party claim made or suit brought against DJ Intelligence, to the extent such results from any acts or omissions by you or your employees or agents, including, without limitation, (i) any claim that our use of your Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any breach by you of the terms of this Agreement, or (iii) any claim related to your website, including, without limitation, claims of trademark or copyright infringement, or libel.
20. Governing Law; Dispute Resolution:
This Agreement will be deemed to be made in, and governed by the laws of the United States and the State of Illinois, without reference to rules governing choice of laws. Any action relating to the subject matter of this Agreement regardless of the type of claim or action must be brought exclusively in the federal or state courts located in DuPage County, Illinois. You irrevocably consent to personal jurisdiction and venue in such courts, and you agree that service of process may be effected by registered or certified mail.
21. Force Majeure:
Neither party shall be liable to the other or deemed to be in default hereunder for non-performance or delays due to fire, boycott, lockout, war, labor or civil disturbance, riots, acts of God, insurrection, government orders or regulations, or any other cause beyond the reasonable control of the party delayed or prevented from performing.
22. Entire Agreement:
This Agreement, together with all subsequent modifications, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. This Agreement shall be considered to be "signed in writing" when you initiate Service with us, and deemed for all purposes (i) to have been "signed" and (ii) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business. The parties agree not to contest the validity or enforceability of this Agreement under the provisions of any applicable law requiring certain agreements are to be in writing or signed by the party to be bound thereby. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. No course of dealing or usage of trade shall be used to modify the terms hereof. Any and all provisions, obligations and terms contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, specifically the following provisions of this Agreement shall survive termination.
23. Independent Investigation:
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Service and are not relying on any representation, guarantee, or statement by DJ Intelligence other than as set forth in this Agreement. Any inconsistencies, ambiguities, or conflicts in this Agreement shall not be strictly construed against DJ Intelligence, but shall be resolved according to its fair meaning. Violation of any such terms of this Agreement will result in immediate termination of services.
25. Questions or Concerns
If you have any questions or concerns, please contact us.