Terms and conditions of use

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIGITAL DATA EXCHANGE, LLC (“DDEX®”).  THIS AGREEMENT, TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, IMPLEMENTATION LICENSES AND ANY ADDITIONAL DDEX® RULES AND POLICIES, (COLLECTIVELY, THE “AGREEMENT”) STATES THE TERMS (“TERMS OF USE”) THAT GOVERN YOUR USE OF THE DDEX® WEBSITE, ddex.net, (“the SITE”).  BEFORE USING THE SITE, PLEASE CAREFULLY READ THE AGREEMENT.  

DDEX® MAY CHANGE THE TERMS OF USE FROM TIME TO TIME, AT ANY TIME WITHOUT NOTICE TO YOU, BY POSTING SUCH CHANGES ON THE SITE.  YOU ACKNOWLEDGE THAT YOUR AGREEMENT TO THE TERMS OF USE AND YOUR USE OF THE SITE CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND PURCHASES.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE.

DDEX® MAY REFUSE YOU ACCESS TO ANY PART OF THE SITE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF USE.  YOUR AGREEMENT AND INTENT TO BE BOUND APPLY TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING BUT NOT LIMITED TO APPLICATIONS, POLICIES, CONTRACTS AND NOTICES OF CANCELLATION.

1. Age Requirement. You must be at least 18 years of age to agree to and enter into this Agreement. If you are under 18 years of age but at least 13 years of age, you must present this Agreement to your parent or legal guardian for their review of these Terms of Use in order for them to enter into this Agreement on your behalf. CHILDREN UNDER THE AGE OF 13 MAY NOT REGISTER FOR THIS SITE AND PARENTS OR LEGAL GUARDIANS MAY NOT REGISTER ON THEIR BEHALF. Any personal information submitted by children under the age of 13 will not be knowingly retained by DDEX®.

By using the Site, indicating acceptance of this Agreement, you represent that (a) you are at least 18 years of age, either entering into this Agreement for yourself or as a parent or legal guardian, entering into this Agreement on behalf of your child or child legally in your care and (b) you understand and agree to be bound by this Agreement. Any parent or legal guardian entering into this Agreement on behalf of a child under the age of 18 understands and agrees to be responsible for any financial charges and/or legal liabilities incurred on the Site.       

2. Proprietary Rights.

THE USE OF THE SITE, EXCEPT AS PERMITTED BY THESE TERMS OF USE, IS STRICTLY PROHIBITED AND MAY CONSTITUTE THE INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

DDEX® owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, lyrics, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site. You may view the content on the Site on your computer or other internet-compatible device. Any commercial distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the express prior permission of DDEX® in writing or the applicable rights holder. The Site may contain some features that enable you to obtain rights to use certain of the content on the Site, such as standards documentation, handbooks and the like. In such situations, your rights to use such content are limited to the rights expressly granted by DDEX® in such situations. You may not otherwise copy, reproduce, distribute or otherwise exploit any content, code, data or materials on the Site. If you make other use of the Site, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. DDEX® will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Notwithstanding any other provision of this Agreement, DDEX® reserves the right to change, remove, suspend or disable access to any content, code, data or materials comprising a part of the Site at any time without notice. DDEX® will not be liable for the removal of or disabling of access to any such content, code, data or materials under this Agreement, in any event. DDEX® may also impose limits on the use of or access to certain features or portions of the Site without notice or liability in any case.

3. Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Site are registered Trademarks of DDEX® and may not be used in connection with products or services that are not related to, associated with, or sponsored by DDEX® that are likely to cause customer confusion, or in any manner that disparages or discredits DDEX®. All Trademarks not owned by DDEX® that appear on the Site, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of DDEX® or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site is strictly prohibited. DDEX® will aggressively enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

4. User Information. In the course of your use of the Site, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Site’s Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

5. Unsolicited Materials. Unless specifically requested, DDEX® does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by DDEX® in any manner consistent with the Site’s Privacy Policy. By submitting or sending Submitted Materials to DDEX®, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any proprietary and/or "moral rights" in Submitted Materials have been waived, and (ii) you grant DDEX® a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. DDEX® cannot be responsible for maintaining any Submitted Material that you provide, and DDEX® may delete or destroy any such Submitted Material at any time.

6. Account and Password. You may be enabled to create an account in the Site with a username and password. If so, you are responsible for maintaining the strict confidentiality of your account password, and you shall be responsible for any access to or use of the Site by you or any person or entity using a password provided to you, whether or not such access or use has been authorized by or on behalf of you, and whether or not such person or entity is your employee or agent. You agree to (a) immediately notify DDEX® of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. It is your sole responsibility to control the dissemination and use of your password, control access to and use of your account, and notify DDEX® when you desire to cancel your account on the Site. DDEX® will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

7. User Conduct. You warrant and agree that, while using the Site, you shall not upload, post or transmit to the Site, or distribute or otherwise publish through the Site, any materials that: (a) are protected by third party copyright, or other proprietary or intellectual property right; (b) are unlawful, threatening, hateful, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity rights, harassing, profane, obscene, vulgar or that contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), (c) restrict or inhibit any other user from using and enjoying the Site, (d) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability, or (e) contain a virus or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact.

You also warrant and agree that you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information or other material); (c) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information, or send chain letters or pyramid schemes via the Site; or (d) attempt to gain unauthorized access to other computer systems through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You agree not to attempt to or assist another person to circumvent, reverse-engineer, decompile, disassemble, tamper with or otherwise test the vulnerability of the Site or any web site connected to the Site, nor breach the authentication or security measures on the Site or any web site connected to the Site.

Although DDEX® may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site, DDEX® is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations on the Site nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Site. You agree that if you include a link from any other web site to the Site, such link shall open in a new browser window. You agree not to link from any other web site to the Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. DDEX® reserves the right to revoke your right to link to the Site from your web site at any time upon written notice to you.

8. Software Downloads. In the event that you receive software demos or other software products downloaded from the Site or otherwise delivered or provided by DDEX® in response to your request, your use of such software will be subject to the software license agreement that accompanies such software.

9. Orders for Products and Services. DDEX® may make certain products available to visitors and registrants of the Site. You may only do so if, and you hereby represent and warrant that you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to DDEX®. You agree to pay all applicable taxes. If payment is not received by DDEX® from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by DDEX®.

10. Third Party Web Sites. You may be able to link from the Site to third party Web sites (“Linked Sites”). You acknowledge and agree that DDEX® has no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites. Links to Linked Sites do not constitute an endorsement by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites.

11. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND DDEX® HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. DDEX® DOES NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. DDEX® MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DDEX® OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. DDEX® ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

12. Terms of Use Violations. Your failure to comply with these Terms of Use is a material breach of this Agreement for which DDEX® may pursue all rights and remedies it has pursuant to this Agreement, and any other rights and remedies it may have at law or in equity. You agree that DDEX® may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the DDEX® if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice and will cause irreparable harm to DDEX®, for which monetary damages would be inadequate, and you consent to DDEX® obtaining any injunctive or equitable relief that DDEX® deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies DDEX® may have at law or in equity. You agree that DDEX® may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes but is not limited to (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

DDEX® reserves the right at all times to disclose any information that DDEX® deems necessary to comply with any applicable law, regulation, legal process or governmental request. DDEX® also may disclose your information when DDEX® determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. DDEX® may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) the rights or property of DDEX®, or the rights or property of visitors to or users of the Site. You agree that DDEX® has the right, without liability to you, to disclose any registration data and/or user account information to law enforcement authorities, government officials and/or a third party, as DDEX® believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use (including but not limited to DDEX®'s right to cooperate with any legal process relating to your use of the Site and/or products, and/or a third-party claim that your use of the Site and/or products is unlawful and/or infringes such third party's rights). Any additional information regarding your privacy is contained in our Privacy Policy, which is incorporated by reference into these Terms of Use.

You acknowledge and agree that DDEX® may preserve any transmittal or communication by you with DDEX® through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or DDEX® determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of DDEX®, its employees, users of or visitors to the Site, and the public.

If DDEX® does take any legal action against you as a result of your violation of these Terms of Use, DDEX® will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to DDEX®. You agree that DDEX® will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

13. LIMITATION OF LIABILITY. IN NO EVENT SHALL DDEX® OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO DDEX® FOR YOUR USE OF THE SITE.

14. Indemnification. You agree to defend, indemnify and hold DDEX® and its directors, officers, employees and agents harmless from any and all third party claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, your placement or transmission of any message, content, information, software or other materials through the Site, or your breach or violation of the law or of these Terms and Conditions. DDEX® reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with DDEX®’s defense of such claim.

15. Applicable Laws. This Site is controlled by DDEX® and through its agents located in the United Kingdom. By accessing this Site, you and DDEX® agree that all matters relating to your access to, or use of this Site shall be governed by the statutes and laws of the State of New York, without regard to the conflicts of laws principles thereof. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. Modifications to the Sites and the Services. DDEX® reserves the right, for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. DDEX® may also impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty. DDEX® reserves the right to temporarily or permanently terminate your membership on the Site for any or no reason without prior notice. Your continued use of the Site will be deemed to constitute your acceptance of any and all modifications. All modifications are hereby incorporated into this Agreement by this reference.   

17. Miscellaneous. These Terms of Use constitute the entire agreement between you and DDEX® with regard to your use of the Site and any and all other written or oral agreements or understandings previously existing between you and DDEX® with respect to such use are hereby superseded and cancelled. DDEX®’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.  These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties. DDEX® will not be responsible for failures to fulfill any obligations due to causes beyond its control.