Last Updated February 8, 2022.
TERMS OF SERVICE
Twenty To Nine, LLC ("Twenty To Nine," "we," "us," "our") provides its services (described below) to you through its websites (collectively, the "Website"), the web based Delve application (“Delve App”) and through its related services including any new features and applications (collectively the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service" or “Agreement”).
If you (“you” or “User”) plan to use any of the Services on behalf of a company or other entity, you represent that you are the employee or agent of such company (or other entity) and you have the authority to accept all of the terms and conditions set forth in an accepted request (as defined below) and these terms on behalf of such company (or other entity).
By using any of the Services, you acknowledge and agree that:
a) You have read all of the terms and conditions of this Agreement;
b)You understand all of the terms and conditions of this Agreement;
c) You agree to be legally bound by all of the terms and conditions set forth in this Agreement
If you do not agree with any of these terms, you may not use any portion of the Services.
The “effective date” of this Agreement is the date access is granted to the Services.
For information on how we collect and use your Personal Information please review our User Privacy Policy.
Services and Access
A. Services. Twenty to Nine will provide User with access to Twenty To Nine’s Delve Tool, Website, software, Delve App and related services (“Services”). To obtain access to certain Services, you may be required to obtain an account with Twenty To Nine (become a "Registered User"), by completing a registration form and designating a user ID and password.
B. Fees. The fees applicable for the Services (“Fees”) are available on the Site and/or in Twenty To Nine’s then current published price list. Twenty To Nine is entitled to adjust the prices for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of Service. Unless stated otherwise in writing, all Fees shall be invoiced on a monthly basis. If User fails to pay Fees invoiced by Twenty To Nine within thirty (30) days following the payment due date, Twenty To Nine shall have the right to suspend performance of the Services and terminate this Agreement upon notice to User.
C. Modifications to Service. Twenty To Nine reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Twenty To Nine will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Your Rights and Restrictions
A. Access. Subject to and conditional upon compliance with these Terms of Service and in consideration of the Fees, Twenty To Nine grants to you, during the term of this Agreement, non-exclusive, non-transferable access to the Services solely for your commercial use under the terms of this Agreement.
B. Restrictions. Unless expressly otherwise set forth in this Agreement, you will not:
(i) sell, rent, license or lease access to the Services (including any related code) to any third parties other than User, and then only in accordance with the terms of this Agreement; (ii) remove, obscure or alter any proprietary notices associated with the Services; (iii) tamper with Twenty To Nine ’s provision of the Services; (iv) use or access the Services, or allow them to be used or accessed, in any manner or for any purpose other than as expressly permitted herein; (v) reproduce, modify, make derivative works of, publicly perform, publicly display, use, make, have made, sell, offer to sell, export or import any part of the Services (or the related code) except as provided in this Agreement; or (vi) disassemble, decompile, or reverse engineer any of the Services (or the related code) except to the extent permitted by applicable laws.
C. User Submitted Information. “User Submitted Information” means any of the content, information or material that you add or input in your use of the Delve App including the Personal Information of third parties.
Twenty To Nine does not own any User Submitted Information. You shall (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; (iv) obtain any and all third party consents required by applicable laws and regulations for the transmission and storage of that party’s personally identifiable, private or confidential information through the use of our Services.
Furthermore you are fully liable if such User Submitted Information is infringing upon third party rights, violates any law or regulation or violates any third party rights. You accordingly agree to indemnify Twenty To Nine for all claims and losses related to such infringement and/or violation. If Twenty To Nine on its own or if any third party notifies Twenty To Nine that data stored by the User is in violation of any law, regulation, third party rights or infringes third party rights, Twenty To Nine shall have the unfettered right to - without liability to the User - immediately bar access to such data without prior notice to the User.
D. No Use by Children. Twenty To Nine does not knowingly collect Personal Information from children under the age of 16. If you are under the age of 16, please do not use the Services. If you have reason to believe that a child under the age of 16 has used the Services of Twenty To Nine, please contact us, and we will endeavor to delete that information from our databases.
Security & Privacy
A. Data Storage and Transfers. Twenty To Nine stores your information on remote servers operated by cloud and database service providers to Twenty To Nine rather than storing it on our own servers. We work with trusted third party vendors and subprocessors for the storage and transfer of Personal Information and enter into data processing agreements and standard contractual clauses clauses whenever feasible. Regardless of where you use our Services or provide information to us, the information may be transferred to and maintained on servers located inside and outside the U.S., including to countries outside the European Economic Area (“EEA”). By using our Services you acknowledge, agree and consent to your information, including your Personal Information, being processed outside your jurisdiction, including in countries and jurisdictions that may not provide the same level of protection. Such transfers will only take place for the specific purposes mentioned in our Privacy Policy, and we will always ensure that appropriate safeguards are in place for such transfer, depending on the specific country.
B. Security. Without limiting your obligations under this Agreement, we will implement commercially reasonable measures designed to help you secure Personal Information against accidental or unlawful loss, access or disclosure however Twenty To Nine shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Personal Information.
C. Data Retention. Twenty To Nine retains your Personal Information for so long as is necessary for the purposes set out in our Privacy Policy. You can ask us to delete your Personal Information at any time by contacting us. We will delete all Personal Information including all User Submitted Information associated with you within two weeks of receiving your request. Users who have an account with us may delete User Submitted Information at any time using tools within our Services. Users with an account may also save their User Submitted Information to their own devices at any time and we encourage you to do so because it is your sole responsibility to make backup copies. When you request that we delete your account, it is your sole responsibility to download, print, or copy any of your User Submitted Information beforehand. Twenty To Nine shall not be liable to the User or any person for the deletion or failure to store any Personal Information arising from the account holder’s decision to terminate their account or otherwise.
D. Our Use and Disclosure of Your Data. Twenty to Nine is not in the business of selling your Personal Information. We consider this information to be a vital part of our relationship with you. When you interact with us through the Site or the Services, we collect Personal Information.] For information on how we collect, use and disclose your Personal Information please review our User Privacy Policy.
Intellectual Property Rights
Twenty To Nine alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Twenty To Nine technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, Twenty To Nine technology or its intellectual property rights. The Twenty To Nine name, the Twenty To Nine logo, and the product names associated with the Services are trademarks of Twenty To Nine or third parties, and no right or license is granted to use them.
All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the User, b) source codes or other software components of the Service, c) content of the Website and the Service including text and graphics, excluding data stored by the User, d) trademarks, names etc. are the sole property of Twenty To Nine, and/or third parties having granted Twenty To Nine license for its use, and the User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.
The User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.
The User retain all intellectual property rights regarding User Submitted Information stored by such User on the Service.
Indemnity and Release
You agree to release, indemnify and hold Twenty To Nine and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Submitted Information, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another.
Disclaimers of Warranty
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES (INCLUDING THE DELVE APP) WILL ACHIEVE A PARTICULAR RESULT; AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
Limitations of Liability
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
Termination
A. Termination. The Terms will continue to apply until terminated by either you or Twenty To Nine as follows:
(a) You may end your legal agreement with Twenty To Nine at any time for any or no reason by deleting your accounts and discontinuing your use of the Services.
(a) We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) your non-payment of Fees (ii) you have violated these Terms (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that all provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, content disclaimers, ownership provisions, and limitations of liability. Nothing in this section shall affect Twenty To Nine’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in Section 3.
B. Handling of Your Data in the Event of Termination. You acknowledge and agree that following expiration or termination of your legal agreement with Twenty To Nine, we may at our sole discretion immediately deactivate the affected Services and delete your account and all Personal Information associated with your account including your User Submitted Information. You further agree that we shall not be liable to you or to any third party for any termination of your access to the Services or deletion of your data.
General Terms
A. Waiver and Severability. The failure of Twenty To Nine to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in New York County, New York, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).
C. Entire Agreement. These Terms, including the Twenty To Nine Rules for the Twenty To Nine Services, and our Privacy Policy are the entire and exclusive agreement between Twenty To Nine and you regarding the Services (excluding any services for which you have a separate agreement with Twenty To Nine that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Twenty To Nine and you regarding the Services. Other than members of the group of companies of which Twenty To Nine, LLC is the parent, no other person or company will be third party beneficiaries to the Terms.
We may revise these Terms from time to time, the most current version will always be at available on our Website. If the revision, in our sole discretion, is material we will notify you via e-mail to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Terms are an agreement between you and Twenty To Nine, LLC If you have any questions about these Terms, please contact us at team@delvetool.com