Programming Developer-Terms & Condition
DEIL-Loft Developer Services Portal Terms of Use
Welcome to the DEIL-Loft Developer Services Portal (the "Portal").
DEIL-Loft.com Services LLC, DEIL Group., and/or their affiliates (“DEIL-Loft"
or "us") provide the Portal to you (if using or registering as
an individual) or the entity you represent (if using or registering as a
business) (“you") subject to the following terms of use ("Terms")
for your use in connection with our DEIL-Loft Developer Services Program (“Developer
Program"). By visiting the Portal or registering as a user of
the Portal, you accept the Terms and represent that you have the authority to
bind yourself or the company you represent to the Terms. Please read
these Terms carefully. The Terms, together with any DEIL-Loft Developer
Services Agreement (“Developer Agreement") and nondisclosure
agreement executed between you and DEIL-Loft, constitute the entire agreement
between you and DEIL-Loft related to your use of the Portal. To the extent that
there is a conflict between these Terms and the Developer Agreement, the terms
of the Developer Agreement will govern.
No Unauthorized, Unlawful or Harmful Use of the Portal
The Portal is only for your use and you are only authorized to use it in
connection with the Developer Program. DEIL-Loft grants you a limited,
revocable license to access and use the Portal in the course of participating
in the Developer Program. You may not use the Portal for any other commercial
or non-commercial purposes or in any way that:
·
Is unlawful or harms DEIL-Loft, its customers, suppliers or other
parties, as determined in DEIL-Loft’s sole discretion.
·
Breaches any code of conduct, policy or other notice applicable to the
Portal.
·
Could damage, disable, overburden, or impair the Portal (or any
network(s) connected to the Portal) or interfere with any other party’s use of
the Portal.
Your Account; Changes to Account Settings; User Permissions
You are responsible for maintaining the confidentiality of your account
and password and for restricting access to your computer. We may provide the
ability for you to grant additional users access to your account under separate
user names and passwords. You agree that you are responsible for all activities
that occur under your account or password, including all activities that occur
under any user name you grant access to your account. You will ensure that all
users granted access to your account comply with these Terms, any Developer
Agreement or other agreement related to the Developer Program, and any
nondisclosure agreement you enter into with us. If you make changes to your
settings or user permissions within the Portal, it may take some time for our
system to process the change and you acknowledge that those changes may not
take effect immediately.
Changes to these Terms and the Portal
We may in our discretion make any change to these Terms without notice
to you. You are responsible for reviewing the revised Terms and/or any
applicable postings. CONTINUED USE OF THE PORTAL OR PARTICIPATION IN THE
DEVELOPER PROGRAM AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR
ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Portal or delete any
features or functionality, or any aspect of the services, in any way at any
time for any reason.
Materials You Post or Provide; Communications Monitoring
The Developer Agreement sets forth our rights related to any product
information you post or submit through the Portal. For other information and
materials you post or otherwise provide to DEIL-Loft related to the Portal (a
“Submission"), you grant DEIL-Loft and its affiliates a non-exclusive,
royalty-free, perpetual, irrevocable license to (1) use, copy, distribute,
transmit, make available, publicly display, publicly perform, reproduce, edit,
adapt, modify, translate, reformat and create derivative works of your
Submission, each in connection with the Portal and the Developer Program, and
(2) sublicense these rights, to the maximum extent permitted by applicable law.
DEIL-Loft will not pay you for your Submission and may remove your Submission
at any time. For each Submission you provide, you represent that you have all
rights necessary for you to grant us the rights provided in this section.
You acknowledge that we will communicate with you primarily via email or
by posting notices on the Portal. You agree that all agreements, notices,
disclosures and any other communications that we provide to you electronically
satisfy any legal requirements that such communications be in writing. To the
maximum extent permitted by applicable law, DEIL-Loft may monitor any
electronic communications you make in connection with the Portal and may
disclose such information in the event it has a good faith reason to believe it
is necessary for purposes of ensuring your compliance with this Agreement, and
protecting the rights, property, and interests of DEIL-Loft or any third party.
No Warranties
DEIL-LOFT PROVIDES THE PORTAL “AS IS," “WITH ALL FAULTS" AND
“AS AVAILABLE." YOU EXPRESSLY AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE
RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEIL-LOFT MAKES NO
REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE
OPERATION OF THE PORTAL OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON
THE PORTAL AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS,
STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE
EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND
NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF
DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR
USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. DEIL-LOFT DOES NOT
WARRANT THAT THE PORTAL, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL
OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
Limitation of Liability
IN NO EVENT WILL DEIL-LOFT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT
LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR
YOUR USE OF THE PORTAL, EVEN IF DEIL-LOFT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO
WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY,
(3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION
AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE
GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT DEIL-LOFT
IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT,
TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT
YOUR ACCESS TO OR USE OF THE PORTAL; (4) ANY INCOMPATIBILITY BETWEEN THE
PORTAL, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY
EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR
TRANSACTIONS IN CONNECTION WITH THE PORTAL. THE LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW.
Indemnification
You release us and will indemnify, defend and hold harmless DEIL-Loft
and its affiliates, and their respective officers, directors, employees, and
agents against any claim, loss, damage, settlement, cost, expense or other
liability (including, without limitation, attorneys’ fees) arising from or
related to (a) your breach of any representation or warranty or other
obligation contained in this Agreement; or (b) any Submission (together,
“Claims"). You will use counsel reasonably satisfactory to us to defend
each Claim. If at any time we reasonably determine that any Claim might
adversely affect us, we may take control of the defense at our expense. You may
not consent to the entry of any judgment or enter into any settlement without
our prior written consent, which may not be unreasonably withheld.
Termination; Access Restriction
If your Developer Agreement terminates or expires, these Terms will
automatically terminate. Further, DEIL-Loft may terminate these Terms, or
terminate or suspend your access to the Portal at any time with or without
cause. Upon any termination or suspension of these Terms, your right to use the
Portal will cease immediately, and you will not be able to retrieve any
information related to your account. All provisions that reasonably may be
construed as surviving these Terms will survive the expiration or termination
of these Terms.
Choice of Law; Location for Resolving Disputes
The laws of the state of Washington govern these Terms and any dispute
or claims for enforcement, breach or violation of duties or rights under these
Terms, without reference to conflict of laws principles. You hereby irrevocably
consent to the exclusive jurisdiction and venue of state or federal courts in
King County, Washington, USA in all disputes arising out of or relating to the
use of the Portal or these Terms.
Interpreting the Terms; Assignment
If any part of these Terms are determined to be invalid or unenforceable
pursuant to applicable law, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of these Terms will
continue in effect. DEIL-Loft may assign these Terms, in whole or in part, at
any time without notice to you. You may not assign these Terms, or assign,
transfer or sublicense your rights, if any, in the Portal. The section titles
are solely used for the convenience of the parties and have no legal or
contractual significance.