This document (the "Agreement") is a legal contract between you and Didiom, LLC
("Didiom") that governs your use of Didiom's products and services (together the
"Service").
In order to use the Service, you must be 13 years of age or older. If you are 18
years of age or older, you agree to all the terms of this Agreement in order to
use the Service. If you are between 13 and 17 years old (inclusive), you must show
this Agreement to your parent or legal guardian, and they must agree to all its
terms on your behalf if you wish to use the Service. Whether entering into this
Agreement on your own behalf or on behalf of a child in your legal care, by checking
the box indicating your acceptance of this Agreement you represent that (i) you
have read, you understand, and you agree to be bound by this Agreement, and (ii)
you are at least 18 years of age. If you are entering into this Agreement on behalf
of a minor between the ages of 13 and 17 years (inclusive), you are fully responsible
for his or her use of the Service, including all financial charges and legal liability
that he or she may incur.
To access certain features of the Service (including, but not limited to streaming
and downloading content using the Service) you must provide certain information,
which may include, among other things, your full name, a Didiom ID, a password,
your postal address, a credit card number and a valid e-mail address (your "Personal
Information"). You shall provide accurate Personal Information and you agree to
update your Personal Information as necessary so that it remains accurate. Didiom
may terminate your right to access any or all portions of the Service if it reasonably
believes that any information you provide is false, inaccurate or incomplete. You
agree that Didiom may store and use any information you provide for use in maintaining
your accounts and for use in billing fees to your credit card. Didiom agrees to
use your Personal Information in accordance with the Didiom Privacy Policy. You
shall not allow others to use your identity or your account on the Service, including,
but not limited to, your Didiom ID and password. You are solely responsible for
maintaining the confidentiality and security of your account, and you shall notify
Didiom immediately of any unauthorized use of your Didiom ID, password or account.
Didiom shall not be responsible for losses that arise from the illegal, unauthorized
or improper use of your identity or account, and you agree to indemnify and hold
Didiom and its agents, affiliates, licensees, and/or licensors harmless in the event
of any such use.
You agree to transmit data and/or files: (i) that you have the lawful right to use,
copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual
property rights or violate the privacy rights of any third party (including, without
limitation, copyright, trademark, patent, trade secret, or other intellectual property
right, or moral right or right of publicity). Didiom has adopted and implemented
a policy that permits the termination in appropriate circumstances of the accounts
of users who repeatedly infringe or are believed to be or are charged with repeatedly
infringing the rights of copyright holders.
The Service is solely for your personal, non-commercial use and is non-transferable
except as otherwise expressly authorized in writing by Didiom. The Service and all
software, or other products made available by Didiom on or through the Service are
protected by intellectual property laws, and your use of them is governed by this
Agreement as well as any applicable end-user license agreements. You agree that
you will not reverse engineer, decompile, disassemble, or otherwise tamper with
any of the software, special rules or other content protection applications for
any reason whatsoever. You agree to abide by the rules and policies established
from time to time by Didiom. Such rules and policies will be applied generally in
a nondiscriminatory manner to users of the Service and related software, and may
include, for example, required or automated updates, modifications, patches, and/or
re-installations of the software to address security, interoperability, and/or performance
issues.
Didiom reserves the right to terminate Free Accounts at any time, with or without
notice. Without limiting the generality of the foregoing, if a Free Account is inactive
for ninety (90) days, Didiom reserves the right to delete your account without providing
additional notice.
Didiom accepts credit cards and will automatically charge your credit card monthly
or yearly, depending upon your preference. If any fee is not paid in a timely manner,
or Didiom is unable to process your transaction using the credit card information
provided, Didiom reserves the right to revoke access to your Didiom account. If
you do not bring your Didiom balance current within five (5) days after Didiom provides
you with notification that your account is in arrears, Didiom reserves the right
to convert your Premium Account to a Free Account.
The fees for your Premium Account will be billed from the date you elect, or convert
to, a Premium Account and on each monthly or yearly renewal thereafter unless and
until you cancel your account. Didiom will automatically bill your credit card each
month or year on the calendar day corresponding to the commencement of your Premium
Account. In the event your Premium Account began on a day not contained in a given
month or year, Didiom will bill your credit card on the last day of such month or
year. For example, if your Premium Account began on January 31st, February 28th
is the next time your credit card would be billed. You acknowledge that the amount
billed each month or year may vary for reasons that include, differing amounts due
to promotional offers, differing amounts due to changes in your account, or changes
in the amount of applicable sales tax, and you authorize us to charge your credit
card for such varying amounts. Didiom may also periodically authorize your credit
card in anticipation of account or related charges. ALL FEES AND CHARGES ARE NONREFUNDABLE
AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.
Didiom may change the fees and charges in effect, or add new fees and charges from
time to time, but we will give you advance notice of these changes by email. If
you want to use a different credit card or if there is a change in your credit card
validity or expiration date, you may edit your information by accessing your "Account"
page. If your credit card reaches its expiration date, your continued use of the
Service constitutes your authorization for us to continue billing that credit card
and you remain responsible for any uncollected amounts. It is your responsibility
to keep your contact information and payment information current and updated.
Your Premium Account will continue in effect unless and until you cancel your Premium
Account or we terminate it. You must cancel your Premium Account before it renews
each month or year in order to avoid billing of the next month's or year's fees
to your credit card. Didiom will bill the monthly or yearly fees associated with
your Premium Account plus any applicable tax to the credit card you provide to us
during registration (or to a different credit card if you change your account information).
Premium Accounts are prepaid and are non-refundable. DIDIOM DOES NOT PROVIDE REFUNDS
OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. You may cancel your Premium
Account at anytime, and cancellation will be effective immediately. If you wish
to cancel your Premium Account you may so via your "Account" page. Should you elect
to cancel your Premium Account, please note that you will not be issued a refund
for the most recently (or any previously) charged monthly fees. By signing up for
a Premium Account and providing Didiom with your payment account information, you
hereby agree to these payment terms and conditions.
All trademarks, service marks, trade names, slogans, logos, and other indicia of
origin that appear on or in connection with the Service are the property of Didiom
and/or its affiliates, licensors and/or licensees. You shall not copy, display or
use any of these marks without prior written permission of the mark owner. The Service
and related software and hardware (and any portions thereof) may be protected under
patent law and may be the subject of issued patents and/or pending patent applications.
If Didiom reasonably suspects or receives notice alleging that you have engaged
in behavior that infringes Didiom's or other's intellectual property rights, Didiom
may suspend or terminate your account without prior notice to you.
Didiom, its licensors, its licensees, sponsors, partners, and/or other third parties
may offer advertisements or promotions via the Service. Your participation in any
promotion is subject to the terms and conditions associated with that promotion.
Your dealings with or participation in promotions of any third-party advertisers
on or through the Service are solely between you and such advertisers. You agree
that Didiom shall not be responsible or liable for any loss or damage of any sort
incurred as the result of any such dealings or as the result of the presence of
such third-party advertisers on the Service. The Service may display links to third-party
web sites. Didiom is not responsible for the availability of these web sites or
their content. Didiom shall not be liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection with your use of or reliance
on any content of any such web site or the products or services available through
any such web site.
You agree to use the Service at your sole risk, and you understand that in using
the Service you may come across content that you may deem offensive, indecent, or
objectionable, which content may or may not be identified as containing explicit
language. Didiom shall have no liability for such content to you, to any person
on behalf of whom you have consented to the terms of this Agreement, or to any person
whom you allow to access the Service.
Didiom reserves the right to modify or discontinue, temporarily or permanently,
the Service (or any part thereof) from time to time with or without prior notice
to you, and without any liability to you or to any third party. Didiom reserves
the right to modify this Agreement from time to time. In the event of such modification,
Didiom will post a copy of the amended Agreement at www.didiom.com. If you do not
agree to (or cannot comply with) the Agreement as amended, your only remedy is to
discontinue using the Service. You will be deemed to have accepted the Agreement
as amended if you continue to use the Service after any amendments are posted.
You understand and agree that any unauthorized use of the Service, or any related
software or materials would result in irreparable injury to Didiom and/or its affiliates,
licensees, or licensors for which money damages would be inadequate, and in such
event Didiom, its affiliates, licensees, and/or licensors, as applicable, shall
have the right, in addition to other remedies available at law and in equity, to
obtain immediate injunctive relief against you. Nothing contained in this Agreement
shall be construed to limit additional remedies available pursuant to statutory
or other claims that Didiom, its affiliates, licensees, and/or licensors may have.
You agree to indemnify and hold Didiom and its agents, employees, officers, directors,
representatives, licensors, licensees, and affiliates harmless from and against
any and all claims, losses, demands, causes of action and judgments (including attorneys'
fees and court costs) arising from or concerning your breach of this Agreement and
your use of the Service, or any related software or materials, and you agree to
reimburse them on demand for any losses, costs or expenses they incur as a result
thereof.
Didiom may in its sole discretion suspend your account or terminate this Agreement
at any time without prior notice to you if Didiom reasonably suspects you have breached
any provision of this Agreement. In the event that Didiom suspends your account
or terminates this Agreement pursuant to this paragraph, Didiom shall have no liability
or responsibility to you, and will not refund any amounts that you have previously
paid. You understand and agree that termination of your account (and, if applicable,
your subscription) are your sole rights and remedies with respect to any dispute
with Didiom.
For complete information regarding Didiom's use of information collected in connection
with the Service, please refer to Didiom's Privacy Policy, which forms part of this
Agreement by reference.
The service, the content thereon, and any related software and materials are provided
"as is" and without warranty by Didiom or its agents, employees, affiliates, licensees,
licensors, partners and/or suppliers (the "Didiom Parties"), as applicable, and,
to the maximum extent allowed by applicable law, the Didiom Parties expressly disclaim
all warranties, express or implied including, but not limited to, implied warranties
of merchantability and fitness for a particular purpose and any warranty of noninfringement.
The Didiom Parties in no way warrant, guarantee, or make any representations regarding
the use or the results of the use of the service, the content thereon, or any related
software or materials with respect to performance, accuracy, reliability, security
capability or otherwise. You will not hold any Didiom Party responsible for any
damages that result from accessing or using (including any software or systems you
use to access or use) the service, the content thereon or any related software or
materials, including, but not limited to, damage to any computer, software, networks,
or devices used to access the same . No oral or written information or advice given
by any person shall create a warranty in any way whatsoever relating to any of the
Didiom Parties. Didiom makes no warranty that any third-party hardware or software
will be compatible with the service, the content thereon, or any related software
or materials. It is your sole responsibility to ensure that your systems will function
correctly with the service, the content thereon, or any related software or materials.
Under no circumstances shall any Didiom Party be liable for unauthorized use of
the service, the content thereon, or any related software or materials. Under no
circumstances shall any Didiom Party be liable to you for any indirect, consequential,
incidental or special damages (including damages for loss of profits, business interruption,
and the like) arising out of the use or inability to use the service, the content
thereon, or any related software or materials, even if the Didiom Party has been
advised of the possibility of such damages. To the extent that in a particular circumstance
any disclaimer or limitation on damages or liability set forth herein is prohibited
by applicable law, then, instead of the provisions hereof in such particular circumstance,
the Didiom Parties shall be entitled to the maximum disclaimers and/or limitations
on damages and liability available at law or in equity by such applicable law in
such particular circumstance, and in no event shall such damages or liability exceed
US $10.
Entire Agreement: This Agreement contains the entire understanding between
you and Didiom with respect to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, dealings and negotiations relating to the subject
matter hereof.
Severability: The provisions of this Agreement are severable, and the unenforceability
of any provision of the Agreement will not affect the enforceability of the remainder
of the Agreement. The Parties acknowledge that it is their intention that if any
provision of the Agreement is determined by a court to be unenforceable as drafted,
such provision should be construed in a manner designed to effectuate the purpose
of that provision to the greatest extent possible under applicable law.
Rights Cumulative: Except as otherwise provided herein, the rights and remedies
provided herein and all other rights and remedies available at law or in equity
are, to the extent permitted by law, cumulative and not exclusive of any other right
or remedy now or hereafter available at law or in equity. Neither asserting a right
nor employing a remedy will preclude the concurrent assertion of any other right
or employment of any other remedy.
No Waiver of Rights: No failure or delay in the exercise of any power or
right hereunder will operate as a waiver thereof. No single or partial exercise
of any right or power hereunder will operate as a waiver of such right or of any
other right or power. The waiver by either party of a breach of any provision of
this Agreement will not operate or be construed as a waiver of any other or subsequent
breach hereunder.
Headings: The headings inserted in this Agreement are for convenience only
and are not intended to affect the meaning or interpretation of this Agreement.
Dispute Resolution; Choice of Law: This Agreement and the rights and liabilities
of the parties will be governed by and construed in accordance with the laws of
the State of New York, without regard to the principles of conflicts of law. You
expressly agree that the state and federal courts in the State of New York, New
York County, have exclusive jurisdiction over any claim or dispute with Didiom or
relating in any way to your account or your use of the Service, the content thereon,
and/or any related software or materials. You expressly consent to personal jurisdiction
over you in the federal and state courts in New York County in connection with any
such claim or dispute, including, but not limited to, any claim involving Didiom
or its partners, licensees, licensors, affiliates, agents, employees, contractors,
officers, directors or suppliers.