Terms of use agreement

This TERMS OF USE AGREEMENT (the «Agreement») constitutes a legally binding agreement between DIVERSITY, SAS, a simplified joint stock company organized under the laws of Colombia («Diversity»), and the customer, either personally or on behalf of an entity («Customer»), regarding access to and use of the SocialFlow website: https://www.dvsty.co/en/socialflow/ (the «Website») and any other form of media, channel, mobile website, or mobile application related, linked, or otherwise connected to it. Failure to agree to and comply with all the terms, conditions, and obligations contained in this document results in the express prohibition of Customer’s use of the Website, and the Customer is ordered to immediately cease its use. From that moment on, the relationship between the Customer and Diversity shall cease and shall have no further force and effect between the parties, except that any Customer obligation to pay Diversity for services rendered shall remain a continuing obligation owed by the Customer.

 

1. Intellectual Property Rights

Unless otherwise stated, the SocialFlow Website is owned by Diversity, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and in any format (hereinafter, collectively or individually, the «Content») and the trademarks, service marks, and logos contained therein (the «Marks») are owned and under the control of Diversity and are protected by copyright and trademark laws and any other intellectual property laws. The Content and Marks are provided «as is» for your information and personal use only. Except as expressly provided in this Agreement, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without Diversity’s prior written consent. Diversity reserves all rights in the Website, Content, and Marks.

 

2. Ownership of Materials

Notwithstanding Diversity’s ownership of the Contributions, as described in Paragraph 4 («Customer Feedback»), all design files and originals created on behalf of the Customer («Projects») belong to the Customer, and the Customer shall be the sole owner of the copyrights in all Projects. In the event any operation of law would cause Diversity to become the owner of a Project, in whole or in part, instead of the Customer, Diversity irrevocably and perpetually assigns its complete interest in the Project to the Customer, without limitation. Customer warrants that all materials provided to Diversity as examples or as material to be incorporated into a project during the design process are owned by the Customer and do not infringe or misappropriate the rights of third parties, including, among others, all intellectual property rights and any right of publicity. Diversity always reserves the right to publicly share the Customer’s design work (social media, website, etc.) unless otherwise agreed upon as set forth in Section 18 of this Agreement.

 

3. Third-Party Fonts

In the event that any Project incorporates fonts not owned by Diversity and requires a commercial license for the Customer to legally reproduce, distribute, or publicly display the Project («Third-Party Fonts»), Diversity shall inform the Customer in writing that one or more Third-Party Fonts have been incorporated into the Project, and the Customer shall be required to purchase one or more licenses for the Third-Party Fonts from the owner(s) of such Third-Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Such notice shall include sufficient information for the Customer to identify which licenses are required and whom to contact to purchase such licenses. Whenever Diversity has informed the Customer of the incorporation of Third-Party Fonts as described above, the Customer assumes all responsibility for the consequences resulting from the failure to purchase one or more licenses for any Third-Party Font incorporated into a Project.

 

4. User Representations

By using the Website, the Customer represents and warrants that: the Customer has legal capacity and agrees to comply with these Terms of Use; the Customer is not a minor in their jurisdiction of residence; the Customer will not access the Website through automated or non-human means; the Customer will not use the Website for any illegal or unauthorized purpose; the Customer’s use of the Website will not violate any applicable law or regulation.

 

5. Prohibited Activities

The Customer will not access or use the Website for any purpose other than that for which the Website is made available to the Customer. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Diversity in connection with the work performed by Diversity on behalf of the Customer. Furthermore, the Customer agrees to refrain from the following: making unauthorized use of the Website; collecting data or content for the purpose of creating or compiling a database or directory; bypassing, disabling, or interfering with any security features of the Website; engaging in unauthorized framing or linking to the Website; deceiving, defrauding, or misleading Diversity or other users; interfering, disrupting, or creating an undue burden on the Website or the networks or servers of Diversity; using the Website in an effort to compete with Diversity; deciphering, decompiling, disassembling, or reverse engineering any part of the software that constitutes or in any way comprises part of the Website; circumventing any measure on the Website designed to restrict or prevent access to the Website or any portion thereof; harassing, intimidating, or threatening Diversity employees, independent contractors, or agents providing services through the Website; removing the copyright notice or other rights notices from any Content; copying or adapting the Website software; uploading or transmitting, or attempting to do so, viruses, Trojan horses, or any other material, including any material that interferes with the use of any part, alterations, damages, modifications, or interference with the use, features, functions, operation, or maintenance of the Website; uploading or transmitting, or attempting to do so, any material that acts as a passive or active information collection or transmission mechanism; defaming, tarnishing, or otherwise harming Diversity; using the Website in a manner inconsistent with any applicable law, statute, or regulation.

 

6. Customer Feedback

The Customer acknowledges and agrees that any questions, comments, suggestions, or other feedback or submissions (each, a «Contribution») shall be the exclusive property of Diversity, and Diversity shall have no obligation to keep a Contribution confidential or to take any measures necessary to ensure the confidentiality of a Contribution. Diversity shall be the sole and exclusive owner of all rights related to the Contribution, except to the extent rights are granted to the Customer pursuant to Paragraph 2 («Ownership of Materials»), and in its sole and absolute discretion shall use and disclose the Contribution for any lawful purpose without permission, acknowledgment, or compensation to the Customer. The Customer represents that they have the right to express and submit the Contribution, and the Customer waives all claims and remedies against Diversity for the use of the Contribution in accordance with the terms of this Agreement and at its sole discretion thereafter.

 

7. Monitoring and Enforcement

Diversity reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute, or regulation. Diversity reserves the right to restrict or deny access to the Website or disable the use of the Website by the Customer. Such a decision shall be at the sole discretion of Diversity, without prior notice or liability to the Customer. All decisions related to the management of the Website shall be at the sole discretion of Diversity and shall be designed to protect the rights and property of Diversity.

 

8. Privacy Policy

By using the Website, the Customer agrees to be bound by and comply with the Privacy Policy and the terms set forth therein and adopted and incorporated herein more specifically. Continued use of the Website and the transfer of data constitute the Customer’s express consent to the transfer and processing of data. Diversity does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the Children’s Online Privacy Protection Act, when Diversity receives actual knowledge that an individual under the age of 13 has provided personal identifying information to Diversity without the consent of their parent or guardian, Diversity will delete such information as soon as reasonably possible.

 

9. Returns and Refunds

Diversity reserves the right to deny refunds at its sole discretion and without prior notice or liability to the Customer. Refund requests are evaluated on a case-by-case basis. If the Customer requests a refund during the first month of use, all materials produced by Diversity will be the property of the company, and the Customer is prohibited from using them in any way. If a refund is deemed appropriate, a specific fee will be assigned as appropriate.

 

10. Amendment

Diversity reserves the right to change, modify, alter, amend, or delete anything or content on the Website for any reason at its sole discretion. Diversity reserves the right to modify or discontinue all or part of the Website without prior notice or liability to the Customer.

 

11. Connection Interruptions

Diversity does not guarantee that the Website will be available and accessible at all times. Issues with hardware, software, or other elements may result in interruptions, delays, or errors beyond Diversity’s control. The Customer agrees that Diversity shall not be liable to the Customer for any loss, damage, or inconvenience caused by the Customer’s inability to access or use the Website during any interruption in connection or service.

 

12. Disclaimer

The Website is provided «as is,» as available. The Customer acknowledges that their use of the Website and the Services is at their own risk. Diversity disclaims all warranties, express or implied, in connection with the Website and the Customer’s use thereof, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Diversity does not warrant or make any representations concerning the accuracy or completeness of the Website or any Content therein or content of any linked website to the Website, and Diversity assumes no liability for any errors or inaccuracies of content and materials, personal injury, or damage to property, of any nature whatsoever, any unauthorized access or use of Diversity’s secure servers and/or any personal and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party, and/or any errors or omissions in any content posted, transmitted, or otherwise made available via the Website. Diversity does not endorse, warrant, or assume any responsibility for any product or service advertised or offered by a third party through the Website, a linked website, or any website or mobile application featured in any advertising.

 

13. Limitations of Liability and Indemnification

Diversity and its directors, employees, members, independent contractors, or agents shall not be liable to the Customer or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profits, lost revenues, loss of data, attorney fees, court costs, fines, forfeitures, or other damages or losses arising from the Customer’s use of the Website. The Customer agrees to defend, indemnify, and hold harmless Diversity and its respective subsidiaries, affiliates, and all officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) the Customer’s use of the Website; (2) the Customer’s breach of these Terms of Use; (3) any breach by the Customer of the representations and warranties set forth herein; (4) the Customer’s violation of any rights of any third party, including, among others, intellectual property rights. Notwithstanding the foregoing, Diversity reserves the right, at the Customer’s expense, to assume the exclusive defense and control of any matter for which the Customer is required to indemnify Diversity under this Agreement. The Customer agrees to cooperate in the defense of such claims.

 

14. User Data

The Customer is solely responsible for all data transmitted or related to any activity the Customer has undertaken using the Website. Diversity shall have no liability to the Customer for the loss or corruption of such data, and the Customer waives any right to action against Diversity for any loss or corruption of such nature.

 

15. Electronic Communications, Transactions, and Electronic Signatures

The Customer consents to receive electronic communications from Diversity, and the Customer agrees that all agreements, notices, disclosures, and other communications that are sent by email or through the Website satisfy any legal requirement that such communication be in writing. The Customer agrees to the use of electronic signatures, contracts, orders, and other records, and the electronic delivery of notices, policies, and records of transactions initiated or completed by Diversity or through the Website. The Customer waives any rights or requirements under any statute, regulation, rule, ordinance, or other law in any jurisdiction that requires an original signature or the delivery or retention of non-electronic records or payments or the granting of credits by other than electronic means.

 

16. Delivery Policy

To acquire the services presented on the platform, a one-time and specific payment will be necessary as applicable in each case. The platform allows you to create a customer account with the email address and password of your choice to facilitate login and future purchases. This data will be processed and incorporated into our database, as explained in our personal data protection section contained in our privacy policies. To make a purchase, the user must access and complete the information of the service to be acquired, and the system will automatically redirect the user to the payment page. The system will connect to the 2Checkout payment gateway and request the user’s credit or debit card details. After the charge by 2Checkout is confirmed, you will be sent to the purchase confirmation page with access instructions to our services. When the content, design, or other service previously defined by the customer is ready, you will receive an email from us with the details of your purchase. From that moment on, you will be able to access all purchased content. If you cannot access or download the file(s) you purchase or do not receive an email from us with instructions to complete access, you must contact us within 25 days of your request. If you do not contact us within 25 days of your request, the files you purchased will be considered received, downloaded, and delivered.

 

17. Display of Design, Social Media, and Branding Work

Diversity reserves the right to publicly share design work, social media management, branding, merchandise design, packaging, on digital channels, including social media, websites, etc., unless agreed upon otherwise. The Customer reserves the right to issue a Non-Disclosure Agreement between them and Diversity, which, in turn, would override Diversity’s right to publicly share work. This Agreement must be arranged and confirmed in writing and signed by both parties, agreeing upon terms and conditions for publication and sharing of any design or related work. If any case or disagreement arises regarding the publication of work, the final decision will be made by Diversity’s legal department. The Department of Legal Affairs will issue a statement and conclusion. The Customer agrees to fully cooperate with Diversity’s legal department to resolve any issue in a peaceful, productive, and efficient manner.

 

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws principles. Any legal actions, suits, or proceedings arising out of or relating to this Agreement or the breach thereof shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York, and the parties consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Service of process may be made by mail, postage prepaid, return receipt requested, email, or by any other means provided by law.

 

19. Contact Information

If you have any questions about this Agreement, please contact us at info@dvsty.co.

 

20. Entire Agreement

This Agreement constitutes the entire agreement between the Customer and Diversity regarding the Customer’s use of the Website and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.