Terms of Service / Innermost Daily LLC

 
 

Terms of Service / Innermost Daily LLC

These Terms of Service (the “Terms”) govern your use of Innermost Daily Web site (the “Site“) and any other applications, interactive features, widgets and resources offered by Innermost Daily LLC. (“IDL”, “we” or “us”) through Internet websites, telephone conference calls, webcasts, webinars, other interactive media, mobile devices or other platforms (collectively, the “Service“).  Please read these Terms carefully. By using the Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Service.

Your use of certain portions of the Service may be subject to additional terms and conditions (“Additional Terms“).  Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service.  By using that portion of the Service, you agree to the Additional Terms.

  • Your Responsibilities.

In order to access some features of the Service, including participation in conferences, group chats, telephone and video conferences, and other events (“Live Events”), you must register to become a member of the Service.  When you register to become a member, IDL collects certain personal information about you. Because the protection of your personal information is important to us, we will only use information we obtain about you in accordance with IDL’s Privacy Policy. You agree that you will: (a) provide true, accurate, current, and complete information when prompted (e.g., at registration); and (b) maintain and update such information so that it is true, accurate, current, and complete at all times.  You are responsible for obtaining and maintaining any equipment and services (e.g., mobile phone and wireless service) needed in order to access and use the Service and for paying all related charges.

As part of the set-up and registration process, you may be asked to select a username and password.  IDL may refuse to grant you a username or revoke your username for any reason in its sole discretion, including in the event that we determine that such username impersonates someone else, is illegal, vulgar or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion.  You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.  IDL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

We value the integrity of the IDL community.  To protect this community, you agree not to use the Service, including any Live Event, to:

  • violate any local, state, national or international law or regulation;

  • transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;

  • stalk, harass, bully, or harm another individual;

  • transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

  • knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • defeat or interfere with any security feature of the Service, or attempt to do so;

  • impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

  • alter or modify any content or component of the Service, other than content you have posted using the Service.

You further agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Service.  IDL reserves the right to revoke these exceptions either generally or in specific cases.

  • Ownership of IDL’s Content; Restrictions on Use.

The content on the Service, other than “User Submissions” (as defined below), including, without limitation, photos, clips, videos, text, software, scripts, graphics, sounds, music, recordings of telephone conference calls, webinars, webcasts, other interactive media, interactive features and the like (collectively, the “Content”) and the IDL trademarks and logos, as well as certain other of the names, logos and materials displayed on or through the Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by or licensed to IDL and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws.  You agree not to reproduce, copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Service or any portion of the Service, including, without limitation, the Content and the Marks, except as authorized by these Terms or as otherwise intended or authorized by IDL and its applicable licensors.

The Service is provided for your personal, non-commercial use only.  You must abide by all copyright notices, trademark notices, information and restrictions contained in or associated with any Content.  You must not remove, alter, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device or other content protection or access control measure associated with the Content.

  • User Submissions and Participation in the Service.

The Service may enable you to post and share comments, textual comments, photos, videos, clips and/or audio recordings, and other content in publicly accessible portions of the Service including during Live Events as well as on on telephone conference calls, webcasts, webinars, and other interactive media  (collectively, the “User Submissions”).

Unless we have entered into a separate, written agreement with you, when you provide IDL with a User Submission, you grant to IDL and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose.  If we have entered into a separate, written agreement with you regarding User Submissions, the terms of that agreement will control with respect to such submissions.

You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions.  Because of the viral nature of social media, you should not submit any content to the Service that you do not want to be viewed by others.

IDL reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Service.

You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to IDL the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party.

You acknowledge that IDL does not necessarily pre-screen any User Submissions uploaded by you or other users of the Service but that IDL may pre-screen, or review after initial posting, your User Submissions for a variety of reasons, including, without limitation, for compliance with these Terms.  IDL shall have the right in its sole discretion to refuse or remove any User Submissions as well as terminate your access to the Service for any reason or no reason. IDL disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against IDL with respect to such User Submissions.

In participating in the Service and making User Submissions, You may interact with other individuals in the IDL community. You acknowledge that you participate in the Service and make User Submissions on a voluntary basis.  You agree that should any legal cause of action against any other individual in the IDL community arise based on acts of that individual taking place in the course of Your participation in the Service shall be pursued only against that individual and not against IDL.

  • Feedback.

You agree that IDL and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports or other feedback (“Feedback”), about the Service including Feedback that you send to IDL or its affiliates.  You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that IDL has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.

  • Infringement Notice Procedures – Copyrights and Trademarks.

5.1       Copyright Infringement Notification.  IDL respects the intellectual property rights of others.  Upon proper notice, IDL will remove or disable access to User Submissions that violate copyright law, and may suspend access to the Service (or any portion thereof) of any user who uses the Service in violation of copyright law and may terminate the accounts of repeat infringers.

IDL has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.

If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send IDL‘s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit IDL to locate the material on the Service; (c) information reasonably sufficient to permit IDL to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature.  Please provide us with a Notification that includes all of the above enumerated information and e-mail or mail it to the following IDL copyright agent:

Innermost Daily LLC

info@innermostdaily.com

 

By submitting a Notification, you acknowledge and agree that IDL may forward your Notification and any related communications to any users who posted the material identified in such notice.

Please do not send notices or inquiries unrelated to alleged infringement to IDL’s designated agent.

5.2       Counter Notification.  If you believe that your content has been wrongfully removed from the Service relating to a Notification, you may send IDL a counter notification (“Counter Notification”).  Your Counter Notification, to be effective, must be in writing, sent to IDL’s designated agent (as identified above in Section 5.1, and include substantially the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location where the material previously appeared on the Service; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address and telephone number and a statement that you consent to the jurisdiction of the Federal District Court in the district in which your address is located (or in the Central District of Nevada, for addresses outside the U.S.) and agree to accept service of process from the person who submitted the original Notification that resulted in your User Submission being removed (or an agent of such person) in the event they elect to file suit.

By submitting a Counter Notification, you acknowledge and agree that IDL may forward your Counter Notification and any related communications to the person who submitted the original Notification that resulted in the removal of your User Submission or to other third parties.

  • Termination.

IDL reserves the right, in its sole discretion, to terminate your access to all or part of the Service, for any reason, with or without notice.  FURTHER, YOU AGREE THAT IDL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR (OR ANY OTHER PERSON’S) USER SUBMISSIONS OR FEEDBACK OR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE SERVICE (OR ANY PORTION THEREOF).

  • Modifications to Service.

IDL reserves the right to modify or discontinue the Service with or without notice to you.  IDL shall not be liable to you or any third party should IDL exercise its right to modify or discontinue the Service.

  • Links.

The Service may contain links to third party websites, images, videos, gifs, or other Internet resources that are not owned or controlled by IDL (“Third-Party Materials”).  IDL’s provision of a link to any other Third-Party Materials is for your convenience only and does not signify IDL’s endorsement of such other website or resource or its contents.  IDL SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS, OR PRACTICES OF ANY THIRD-PARTY MATERIALS INCLUDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE, OR FEATURED IN ANY ADVERTISING.

  • Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, IDL AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

IDL and its affiliates make no warranties or representations that the Service will meet your requirements.  Further, IDL and its affiliates make no warranties or representations about the availability of the Service, the accuracy, reliability, or completeness of content available on or through the Service, or the content of any websites linked to the Service. IDL assumes no liability or responsibility for any: (a) errors, mistakes or inaccuracies of content or confidentiality; (b) personal injury or property damage, of any nature whatsoever; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein (including any and all User Submissions); (d) any interruption or cessation of transmission to or from the Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Service or your participation in a Live Event.

  • LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IDL OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SERVICE.

  • Exclusions and Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent IDL may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of IDL’s liability shall be the minimum permitted under such applicable law.

  • Indemnification.

You agree to indemnify, defend and hold harmless IDL, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your User Submissions, Feedback or any other content) you (or anyone using any of your accounts) submit, post or transmit on or through the Service or otherwise provide to us; (b) your (or anyone using any of your accounts) use of the Service; (c) your (or anyone using any of your accounts) violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret, or other proprietary rights of any person or entity, by you (or anyone using any of your accounts) or by your User Submissions. IDL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with IDL in asserting any available defenses.

  • Minors; Ability to Accept Terms of Service.

The Service is not intended for children under thirteen (13) years of age. If you are under thirteen (13) years of age, please do not use the Service.

You affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Service or that you are an emancipated minor.

IDL reserves the right to limit access to some Content on the Service to mature audiences, and, depending upon your age, you may be restricted from accessing such Content.

  • Choice of Law; Arbitration.

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of Nevada, without reference to any conflict of laws principles.  Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the App or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph.  If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”).  The arbitration shall be conducted in Clark County, Nevada before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.  BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.

  • International Use.

We do not represent or warrant that the Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

  • Miscellaneous.

These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and IDL with respect to the subject matter hereof, and govern your use of the Service, superseding any prior agreements or negotiations between you and IDL with respect to the subject matter hereof.  The failure of IDL to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible to give effect to the intent of the parties, and the remainder of these Terms and any Additional Terms shall continue in full force and effect.  The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.

  • Modifications to Terms.

IDL may, in its sole and absolute discretion, change these Terms from time to time.  All changes to the Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Service or contact information you may have provided to IDL upon registration.  Your continued use of the Service following any changes to the Terms or the Privacy Policy will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cease using the Service.

The effective date of these Terms is December 2, 2018