Terms & Conditions

Our Site, Service and related content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features (collectively, "Site Content") and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Service are owned by us, our licensors, or both. Except for the limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in our Site or Service. Any rights not expressly granted in these Terms of Use are expressly reserved.

(a) To access or use some content or features of our Site or Service, you may choose to provide us certain information, we may require you to provide certain information, or require that you establish an account with us through registration. Your access to certain content or features may be limited if you are not 18 years of age or older, or the legal age in your jurisdiction to form a legally binding agreement, or for other reasons.

(b) Whenever you submit information to us, you agree to provide true, accurate and complete information and agree to, if the option is available, promptly update the information if there have been changes to the information you provided.

(c) Accounts. We may also impose restrictions on your ability to establish an account (e.g., age limits, restrict business entities from setting up accounts, limitations on the number of accounts, etc.). When registering an account, you may need to select a username ("ID") and password. You are responsible for keeping your ID and password, and other account information, confidential and are fully responsible for all activities that occur under your account, whether or not you authorized such activities. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password by sending email to us.

(a) We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to our Site or Service (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a Service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.

(b) Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive including, but not limited to, the rights and licenses that you have granted to us in your User Content and provisions relating to indemnities, releases, disclaimers, limitations on liability, mandatory arbitration, no class action and all of the miscellaneous provisions in this document.

(a) Our Site and Service (including, without limitation, Site Content and User Content) are provided for your information and personal, non-commercial use only. When using our Site or Service, you agree to comply with these Terms of Use, and all applicable federal, state and local laws.

(b) Except as expressly permitted by these Terms of Use, you may not:

• Use our Site or Service in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users.
• Modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of our Site or Service.
• Use our Site or Service in any way to manipulate or distort, or undermine the integrity and accuracy of, any reviews and ratings, or take any action to interfere with, damage, or disrupt any part of our Site or Service.
• Use our Site or Service to send, knowingly receive, upload/post, or download any material which does not comply with our content standards.
• Use our Site or Service to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material.
• Use our Site or Service to transmit any data that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code.
• Decompile, reverse engineer or disassemble any portion of our Site or Service.
• Use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained in our Site or Service.
• Engage in any conduct that restricts or inhibits any other user from using or enjoying our Site or Service.

(c) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

(a) We may now or in the future permit you to post, upload, transmit through or otherwise provide through our Site or Service (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information and other content (collectively "User Content").

(b) Standards: You agree not to submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. Furthermore, you represent and warrant that your User Content will be truthful, non-misleading, non-deceptive, will not contain tortious or offensive material, will not promote discrimination or violence, and will not advocate, promote or assist any unlawful act.

(c) We may monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason.

(d) Grant of Rights & Use: We do not claim ownership to your User Content. However, by submitting User Content, you automatically grant to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable and transferable right and license to use, reproduce, distribute, create derivative works based upon, publicly display/perform, transmit and publish the User Content as we, in our sole discretion, deem appropriate in connection with our business and operations.

(a) Information available through our Site or Service is for educational, entertainment and promotional purposes only. While we make efforts to ensure that information provided by us is accurate, we do not represent or warrant that any User Content or Site Content is accurate, complete or current. You are solely responsible for any actions or decisions you take based on materials and information available through our Site and Service.

(b) If there is a dispute between you and anyone accessing our Site or Service, or you and any third party in connection with our Site or Service, you understand and agree that we are under no obligation to become involved. You hereby release Dyrect and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from claims, demands and damages of every kind or nature arising out of or relating to such dispute.

(a) Your dealings with online merchants or other third parties via our Site or Service, including third party websites accessed via links on our Site, are solely between you and that third party. Complaints, questions and claims related to transactions with any third party should be directed to that third party.

(b) WE MAKE NO WARRANTIES REGARDING AND SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR YOUR USE OF, THE QUALITY OR LATE DELIVERY OF THE GOODS OR SERVICES FROM ANY THIRD PARTY OR FOR HONORING ANY ERRONEOUS INFORMATION REGARDING THE PRICE, DESCRIPTION AND AVAILABILITY OF, OR ANY DISCOUNTS, OFFERS, PROMOTIONS AND COUPONS RELATING TO ANY PRODUCT OR SERVICE OFFERINGS PROMOTED OR AVAILABLE THROUGH OUR SITE OR SERVICE.

(a) UNDER NO CIRCUMSTANCES SHALL DYRECT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SITE OR SERVICE IS TO STOP USING OUR SITE AND SERVICE.

(b) REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY EXCEED $100. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

(c) In some jurisdictions limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.

(a) TO THE FULL EXTENT PERMITTED BY LAW, DYRECT'S SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES ARE PROVIDED BY DYRECT ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SITE AND SERVICE IS AT YOUR OWN RISK. DYRECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON ITS SITE.

(b) Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.

You agree to indemnify and hold harmless Dyrect and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (i) your access to or use of our Site or Service; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to us; or (v) your acts or omissions.

(a) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. Notice to Dyrect must be sent to: Dyrect Inc, 655 S Fair Oaks Ave, Sunnyvale, CA 94086.

(b) If after 45 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section.

(c) We each agree that any claim or dispute between us shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

(d) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. 1-16.

(e) Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. We each agree that any arbitration will be solely between you and Dyrect, not as part of a class wide claim.

These Terms of Use shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

(a) In appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing the copyright of others.

(b) Consistent with the Digital Millennium Copyright Act ("DMCA"), Dyrect will respond to a notice of alleged copyright infringement regarding any information available on our Site or through our Service.

(c) Pursuant to the DMCA, your infringement notification must include: an electronic or physical signature of the authorized person; a description of the copyrighted work claimed to be infringed; a description of where the infringing material is located; your address, telephone number and email address; a good-faith belief statement; and a statement under penalty of perjury that the information is accurate.

(d) Please send your notice of copyright infringement to Dyrect's designated Copyright Agent:
Dyrect Solutions, Inc — info@dyrect.co

(a) We are constantly updating our Site and Services. In certain instances it may be necessary to update or modify our Terms of Use to reflect these and other changes. We also may, in some instances, need to provide you with operating rules or additional terms that govern your use of parts of our Site or any Service ("Additional Terms"). To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(b) Modifications to these Terms of Use or any Additional Terms will be effective upon: (a) notice, either by posting on our Site or by email notification; and (b) your subsequent use of our Site or Service. If you object to any revision to the Terms of Use, immediately discontinue use of our Site and Service and, if applicable, terminate your account.

(a) Where we have provided you with a translation of the English language version of these Terms of Use, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us.

(b) No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default.

(c) If any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part shall be stricken and that the remaining terms shall remain in force and effect.

(d) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.

(e) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement between you and Dyrect in connection with the Site and Service.