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Deeto Inc. (“We” or “Deeto”) provides a software-as-a-service platform (the “Platform”).
These Deeto Subscription Terms of Service (the “Terms”), together with an Order Form, if entered into between you and Deeto, govern your access and use of the Services.
Please read these Terms carefully as they govern your use of the subscription to the SaaS Services ("Subscription"). The Enrollment, together with these Terms (collectively, the “Agreement”) constitute the complete agreement between Deeto and you (each a “Party” and collectively, the “Parties”) and supersede any prior discussions or representations regarding your order or use of the SaaS Services. Any additional terms and/or conditions you add or incorporate into any purchase orders, statements of work, order forms, or any other document are excluded and shall be null and void.
BY EXECUTING OR CONFIRMING AN ORDER FORM TO WHICH THESE TERMS HAVE BEEN INCORPORATED, OR BY ASSENTING TO THESE TERMS ONLINE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU ARE AN INDIVIDUAL ENTERING INTO THESE TERMS ON BEHALF OF A BUSINESS ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF SUCH BUSINESS ORGANIZATION AND BIND IT TO THESE TERMS, IN WHICH CASE, THE TERMS “YOU” AND “YOUR” AND “ORGANIZATION” WILL REFER TO BUSINESS ORGANIZATION. IF YOU DO NOT ACCEPT ALL THE TERMS HEREIN OR ARE NOT AN AUTHORIZED REPRESENTATIVE FOR THE BUSINESS ORGANIZATION THAT WISHES TO ENTER INTO THESE TERMS, YOU MAY NOT ENTER INTO THESE TERMS AND MAY NOT ACCESS AND USE THE PLATFORM.
1. Definitions. As used in this Agreement, the following terms shall be defined as follows:
1.1 “Authorized Users” mean the Organization's employees or authorized contractors of the Organization who are acting on the Organization’s behalf in the internal operation of Organization's business and who are subject to a confidentiality agreement with the Organization who are granted access and the right to use the SaaS Services.
1.2 “Confidential Information” means information designated as confidential in writing or any information a reasonable person would understand to be confidential.
1.3 “Data” means any proprietary, confidential, and/or personal data provided by you to Deeto in connection with your use of the SaaS Services, including, for example, testimonials provided by a representative of a company's customer, information about a company's prospects, and information about reference calls scheduled between a company's representative and the representative of the company's prospect.
1.4 “Documentation” means the written materials, manuals, and other materials supplied by Deeto and related to the Platform.
1.6 “Effective Date” has the meaning set forth in the applicable Order Form, or, if no Order Form exists, then the date you first entered into these Terms.
1.6 "Enrollment" means either: (i) an Order Form, or (ii) one or more online webpages that specifies the particulars of your subscription to the SaaS Services, such as fees and metrics.
1.7 “Feedback” means any suggestion, enhancement, recommendation, request, correction, or other feedback that you or Authorized Users provide to Deeto relating to using the Subscription SaaS Services.
1.8 “Intellectual Property Rights” mean all proprietary information including, without limitation, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the SaaS Services.
1.9 “Order Form” means the applicable order form entered into between Deeto and the Organization to which these Terms are incorporated as an attachment or through a link.
1.10 “Platform” means the software-as-a-service platform provided by Deeto that helps businesses to improve their selling process to prospects and connect between prospects and references.
1.11 “SaaS Services” mean functionality of the Platform and all related features and services provided by Deeto as part of the Platform.
2. Use; Credit Points. The Platform is available only to registered users. Your user account will be created either once you sign-up and agree to these Terms, or when your Organization enrolls you to the Platform (the “Account” or “User Account”). You are solely responsible and liable for all activities performed with or through your User Account. You are prohibited from selling or transferring your Account in any way, to another user, entity or any third party, and must keep your Account login credentials confidential.
Deeto hereby grants to you and Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the functionality of the Platform and all related features and services provided by Deeto as part of the Platform, subject to the use limitations indicated in the Enrollment. You may only use the SaaS Services in accordance with the Documentation, solely for its own internal purposes, and subject to the use limitations indicated in the Enrollment and applicable laws.
If and to the extent determined by the company that seeks testimonials from its customers, you may earn credit points for engaging in certain activities on the SaaS Services. The activities qualifying for credit points (if any), the number of credit points granted for each activity and the options for redeeming earned points will be determined at the sole discretion of the company that seeks testimonials from its customers.
The credit points are not redeemable for cash and have no equivalent value in cash. You will not be paid in cash or in cash-equivalent for any credit points you earned. You also earn no interest on credit points amassed.
3. Restrictions on Use. You will not: (a) create or enable the creation of derivative works, modifications, or adaptations of the SaaS Services; (b) decompile, reverse engineer or disassemble the SaaS Services; (c) distribute or disclose the SaaS Services to third parties other than as expressly permitted hereunder; (d) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the SaaS Services; (e) rent, sublicense or otherwise allow any third party to use the SaaS Services, or (f) use the SaaS Services for any purpose other than as set forth in this Agreement.
When you use the Platform, you must refrain from -
In addition to any remedies that may be available to us under any applicable law, we may, upon notice to you, temporarily or permanently deny, limit, suspend, or terminate your User Account, prohibit you from accessing the SaaS Services and take technical and legal measures to keep you off the SaaS Services, if we determine, in our reasonable discretion that -
4. Ownership. Deeto retains all rights and title to the SaaS Services and the Documentation and any copies thereof in any form. You have a limited subscription to access and use the SaaS Services. All Intellectual Property Rights in and to the SaaS Services and Documentation are retained by Deeto. You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the SaaS Services, the Documentation, and any copies thereof in any form. All rights not granted hereunder by Deeto are expressly reserved by Deeto.
5. Data. You acknowledge that Deeto will access and process the Data as explained in Deeto's privacy policy for the SaaS Services. The Organization retains all ownership of the Data that you create and the Data that is business-proprietary to the Organization. Deeto retains all ownership in and to aggregated machine learning results. The parties agree to the Data Processing Addendum, incorporated by references to this Agreement.
We invite data subjects to onboard the Platform, by email, LinkedIn messages and text messages that we send them. We send these invitations based on the contact information that the Organization provides to us regarding its Authorized Users and its business customers. When the Organization provides us this contact information, we rely is the consent that the Organization has obtained from the data subject to receive invitations to the Platform. Therefore, it is the Organization's responsibility to obtain this consent. If the Organization has not obtained the consent of the data subject to receive invitations to the Platform, the Organization must not enter the data subject's contact information in the Platform.
You may create content for the purpose of sharing it with other users of the Platform, or publicly. This includes textual, audio to video testimonials. Content that you create through the Platform to be shared will be referred to as “User Content”. We do not claim any ownership to User Content. However, you grant us an irrevocable, perpetual, world-wide, royalty-free, sub-licensable and assignable license to copy, reproduce, create derivative works of, distribute, broadcast, make available and communicate to the public your User Content for the purpose of providing the SaaS Services and in order to improve and train the Platform's services and features.
You are responsible and liable for your User Content you share, upload, send, receive, record or otherwise use while using the SaaS Services. You represent to us that:
When you create User Content about a company or its products or services, you must clearly disclose, within your testimonial, any material connection you have with the company, including any facts about any consideration (i.e., something of value) that you are receiving for your promotion of the company. A consideration includes the points you earn on the SaaS Services which are redeemable for gifts or contributions. These disclosures should be clear and prominent and made in close proximity to any statements that you make about the company or the company’s products or services. These disclosures are required regardless of any space limitations of the medium you are using.
Your User Content must always reflect your honest and truthful opinions and actual experiences. You should only make factual statements about a company and its products and services your know for certain are true and can be verified.
We take no part in, or responsibility for, the interactions between you and other users of the Platform. These interactions and communications, and all consequences resulting therefrom, are strictly between you and the other users participating in those interactions and communications.
You may find User Content not compatible with your expectations, objectionable, annoying, improper, unlawful or immoral. We do not endorse, or sponsor User Content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for User Content.
If you find User Content on the Platform that violates these Terms, please let us know by contacting us at support@deeto.ai. We will review and determine the appropriate steps to take.
We may, but are under no duty to, review content made available through the Platform. We may, in our sole discretion, temporarily or permanently delete or block access to User Content, if we find such content in violation of these Terms.
Requests to remove User Content due to copyright infringement, must be made in accordance with our Copyright Policy. After we receive a request to remove or re-post content on the SaaS Services, we will review the request and act as necessary.
6. Feedback; Changes in the SaaS Services. You may provide Deeto with Feedback regarding the SaaS Services. If you give Deeto Feedback, then you hereby grant to Deeto a worldwide, royalty-free, fully paid-up, exclusive, irrevocable, perpetual, transferable, sub-licensable license to: (a) adapt, modify, and create derivative works of the Feedback; and, (b) to make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Feedback (and adaptations, modifications, and derivative works of the Feedback) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Feedback.
We may maintain the SaaS Services with periodic releases of updates or upgrades. We will determine, in our discretion, the frequency and scope of such releases. We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the SaaS Services. If you have a paid subscription to the SaaS Services, we will only do so in a manner that does not materially diminish the performance or features available on the SaaS Services.
We may temporarily suspend the operation of the SaaS Services for maintenance purpose, and will aim to do so in a fashion that minimizes the impact on the Authorized Users of the SaaS Services.
7. Confidentiality. A party (“Receiving Party”) may, during the course of this Agreement, acquire information of the other party (“Disclosing Party”) that is Confidential Information. The Receiving Party will, during the term of this Agreement and for three (3) years thereafter, treat the Disclosing Party’s Confidential Information as confidential and will not disclose any such Confidential Information to any third party nor use such Confidential Information other than in connection with this Agreement. Confidential Information shall not include information that the Receiving Party can document was independently developed by the Receiving Party, is or becomes publicly available without breach of this Agreement, is known prior to disclosure by the Receiving Party, or is acquired by the Receiving Party from a third party free of disclosure obligations. The obligations set forth in this Section will survive the termination of this Agreement.
8. Fees and Payment Terms. By entering into this Agreement, you hereby agree to pay the fees specified in the Enrollment in accordance with the payment terms set forth herein. Deeto will invoice you, upon execution of this Agreement, the Fees or as otherwise provided in an Enrollment. You shall pay each invoice due and submitted to you by Deeto within thirty (30) days of the date of receipt of the invoice.
9. Taxes. To the extent applicable, you will pay any and all taxes pertaining to the SaaS Services or the use of the SaaS Services during the term of this Agreement and will reimburse Deeto on Deeto’s request if Deeto is required to pay any such tax.
10. Term. The term of this Agreement will commence on the Effective Date and will remain in effect for as long as a Subscription to the SaaS Services remains in effect, unless earlier terminated in accordance with Section 11 below. If automatic renewal is specified in the Enrollment, this Agreement will automatically renew for successive Subscription cycles of equal duration, unless and until a party notifies the other party in writing of its decision not to renew the Subscription, at least ten (10) days before the end of the then-current Subscription cycle.
11. Termination; Survival. The Agreement may be terminated by either party, if the other party commits a material breach of any provision of the Agreement and such breach continues for a period of ten (10) days following a written request to cure such breach; or by either party, effective immediately, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law or makes or seeks to make a general assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee, receiver or custodian for a substantial part of its property.
The following sections shall survive any termination, or expiration of the Terms: Ownership, Data, Feedback; Changes in the SaaS Services, Confidentiality, Limitation of Liability, Rights and Remedies, Governing Law and Dispute Resolution, Severability, Entire Agreement.
12. No Warranties. DEETO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SAAS SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GRANTED THE RIGHT TO ACCESS AND USE THE SAAS SERVICES ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT ANY LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE.
13. Limitation of Liability. IN NO EVENT WILL DEETO BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER DEETO WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DEETO’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO DEETO BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CAUSE OF ACTION AROSE, OR FIVE DOLLARS ($5), WHICHEVER IS HIGHER.
14. Rights and Remedies. All rights and remedies conferred by this Agreement or by law are cumulative and may be exercised singularly or concurrently. You acknowledge that any unauthorized use, copying, disclosure, or distribution of the SaaS Services or any related methods, algorithms, techniques, processes, or other information will cause Deeto irreparable harm for which there is no adequate remedy at law, entitling Deeto to injunctive relief in addition to any other legal or equitable remedies.
15. Assignability. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by you without the prior written consent of Deeto, and any such assignment without such prior written consent will be null and void. This Agreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.
16. Amendments; Waivers. This Agreement may not be modified or amended except by a written instrument signed by the parties. In addition, no waiver of any provision of this Agreement will be binding unless set forth in a writing and signed by the Party granting the waiver. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof.
17. Notices. Any notice required or permitted to be given under this Agreement will be in writing and be deemed given when delivered by hand or received by registered or certified mail, postage prepaid, by a nationally recognized overnight courier service addressed to the party to receive such notice at the address provided in the applicable order form, or by email with delivery confirmation.
18. Governing Law and Dispute Resolution.
Regardless of your place of residence or where you access or use the SaaS Services from, this Agreement and your use of the SaaS Services will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
If you have a complaint about the SaaS Services or about Deeto, please first contact us at support@deeto.ai. We will carefully review and consider your complaint.
SUBJECT TO THE EXCEPTIONS BELOW, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND DEETO REGARDING THIS AGREEMENT OR THE SAAS SERVICES, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES, OR, IF YOU ARE AN ORGANIZATIONAL CUSTOMER, THEN UNDER ITS COMMERCIAL ARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG). THE SUBSTANTIVE LAW OF ARBITRATION SHALL BE THE LAWS OF THE STATE OF NEW YORK.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.
THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THIS AGREEMENT AS A COURT WOULD.
PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU AND TWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.
THE ARBITRATION WILL BE A CONFIDENTIAL PROCEEDING. NEITHER PARTY WILL MAKE ANY PUBLIC ANNOUNCEMENT OR PUBLIC COMMENT OR RELEASE ANY PUBLICITY CONCERNING THE ARBITRATION INCLUDING THE FACT THAT THE PARTIES ARE IN DISPUTE, THE EXISTENCE OF THE ARBITRATION OR ANY DECISION OR AWARD OF THE ARBITRATOR. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ OWN CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO SUPPORT@DEETO.AI, WITHIN SEVEN (7) DAYS OF YOU ENTERING INTO THIS AGREEMENT FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THIS AGREEMENT OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS IN NEW YORK COUNTY IN THE STATE OF NEW YORK, USA AND THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY ASSERT: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO INDEMNIFICATION; (B) A CLAIM ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS), IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT; AND (C) A COURT CLAIM FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF, IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT.
19. Severability. Each provision of these Terms is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of the Terms.
20. Headings. All sections and other headings contained in the terms are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of the Terms or any provision hereof.
21. Entire Agreement. The Agreement contains the entire understanding among the parties and supersedes any prior written or oral agreements between them respecting the subject matter of the Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of the Agreement that is not fully set forth herein.