1. ACCEPTANCE OF THE TERMS AND CONDITIONS.
2. ACCESS AND USE OF THE WEB SITES.
2.2 You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Duet 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 when accessing the Web Sites. Duet will not be liable for any loss or damage arising from your failure to comply with this Section.
2.3 Duet reserves the right to modify or discontinue, temporarily or permanently, the Web Sites (or any part thereof) with or without notice. You agree that Duet will not be liable to you or to any third party for any modification, suspension or discontinuance of the Web Sites.
2.4 The Web Sites include certain services that are available via a mobile device, including the ability to access certain features through an application downloaded and installed on a mobile device. To the extent you access the Web Sites through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.
3. CONDITIONS OF USE.
3.1 To the extent the Web Sites or any portion thereof is made available for any fee, you will be required to pay all applicable fees as set forth on the Web Sites. You represent and warrant to Duet that such information is true and that you are authorized to make such payments. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If you dispute any charges you must let Duet know within thirty (30) days after the date that Duet charges you. We reserve the right to change Duet’s prices. If Duet does change prices, Duet will provide notice of the change on the Web Sites or in email to you, at Duet’s option, at least fifteen (15) days before the change is to take effect. Your continued use of the Web Sites after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Web Sites other than U.S. taxes based on Duet’s net income.
3.2 Unless otherwise expressly authorized herein or in the Web Sites, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Web Sites, use of the Web Sites, or access to the Web Sites. The Web Sites are for your personal use.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1 The Web Sites contain material, including but not limited to software, text, graphics, videos, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy we permit you to make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Sites shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
4.2 The trademarks, service marks, and logos of Duet (the “Duet Trademarks”) used and displayed on the Web Sites are registered and unregistered trademarks or service marks of Duet. Other company, product, and service names located on the Web Sites may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with the Duet Trademarks, the “Trademarks”). Nothing on the Web Sites or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Sites without the prior written consent of Duet specific for each such use. The Trademarks may not be used to disparage Duet or the applicable third party, Duet’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademark as part of a link to or from any web site is prohibited without Duet’s prior written consent. All goodwill generated from the use of any Duet Trademark shall inure to Duet’s benefit.
4.3 You agree not to: (a) take any action that imposes an unreasonable load on the Web Sites’ infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Sites or any activity being conducted on the Web Sites, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Sites, (4) delete or alter any material posted on the Web Sites by Duet or any other person or entity, or (5) frame or link to any of the materials or information available on the Web Sites.
4.4 Certain elements of the Web Sites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for these Web Sites may be retransmitted without the express written consent from Duet for each and every instance.
4.5 With respect to the content or other materials you upload through the Web Sites or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Duet and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Web Sites or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Web Sites (“Submissions”), provided by you to Duet are non-confidential and Duet will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Duet may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Duet, its users and the public. You understand that the technical processing and transmission of the Web Sites, including your content, may involve (y) transmissions over various networks; and (z) changes to conform and adapt to technical requirements of connecting networks or devices.
4.6 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Duet or on other pages of the Web Sites infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see www.loc.gov/copyright for details). Notices and counter notices with respect to the Web Sites should be sent to Duet at:
Adam St. Jean, Operations Manager
50 Milk St, Suite 600
Boston, MA, 02110
5. THIRD-PARTY WEB SITES.
5.1 The Web Sites contain links or other access to third-party web sites and other resources on the Internet (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others unless we specifically note that such External Sites feature our Content. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
5.2 We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
6.1 DUET, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “DUET PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE DUET PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITES AND THE CONTENT AT YOUR OWN RISK.
THE DUET PARTIES DO NOT WARRANT THAT THE WEB SITES WILL OPERATE ERROR FREE OR THAT THE WEB SITES, THEIR SERVER(S), OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO DUET PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE DUET PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
6.2 IN NO EVENT SHALL ANY DUET PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH DUET PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE DUET PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7.1 You agree to defend, indemnify, and hold harmless the Duet Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Web Sites, your connection to the services provided hereunder or your violation of any rights of another. Duet shall provide notice to you of any such claim, suit, or proceeding. Duet reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Duet’s defense of such matter. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
8. TERMINATION OF THE AGREEMENT.
8.1 Duet reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Sites or the Content at any time and for any reason without prior notice or liability. Duet reserves the right to change, suspend, or discontinue all or any part of the Web Sites or the Content at any time without prior notice or liability. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Web Sites and services, may be referred to appropriate law enforcement authorities. Duet may also in its sole discretion and at any time discontinue providing the Web Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Web Sites under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Duet may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Duet will not be liable to you or any third party for any termination of your access to the Service.
8.2 Sections 2 (Access and Use of the Web Sites), 6 (Limitation of Liability and Warranty), 7 (Indemnification), 8 (Termination of the Agreement), 13 (Your Privacy) and 14 (Miscellaneous) shall survive the termination of this Agreement.
9. USER MUST COMPLY WITH APPLICABLE LAWS.
9.1 Duet is located in Massachusetts, and its Web Sites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Sites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
9.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
10. USER DISPUTES.
10.1 You agree that you are solely responsible for your interactions with any other user in connection with the Service and Duet will have no liability or responsibility with respect thereto. Duet reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Web Sites.
11. U.S. GOVERNMENT RESTRICTED RIGHTS.
11.1 The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Sites or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Sites and Content.
12. NOTICE TO CALIFORNIA USERS.
12.1 Under California Civil Code Section 1789.3, users of the Web Sites from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at 50 Milk St, Suite 600, Boston, MA, 02110, or at [email protected]
13. YOUR PRIVACY.
14.1 This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Duet to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Duet unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Duet and you, this Agreement constitutes the entire Agreement between you and Duet with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Sites might be publicly accessible. Important and private information should be protected by you. Duet is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
15. QUESTIONS? CONCERNS? SUGGESTIONS?
15.1 Please contact us at 50 Milk St, Suite 600, Boston, MA, 02110 or at [email protected] to report any violations of this Agreement or to pose any questions regarding this Agreement or the Web Sites.