- General Statements
These Terms of Service (hereinafter, these “Terms“) govern ones access to and use of Newdelz LLC (a) websites, portals, mobile applications, and software that link to or otherwise reference these Terms, future links and (b) social media pages (collectively, the “Website(s)“), including any services, features, media, functions, content, tools and links contained or offered therein (collectively, the “Services“). Please ensure that you read these Terms carefully, as they are a legally binding contract between the applicable Website entity that owns the applicable Website or provides the applicable Services that you may be accessing or using, on the one hand, and you and your successors and heirs, and (if applicable) the corporate entity that you represent (in these Terms, you shall be referred to as “you” or “your“), on the other hand. By accessing or using any of the Websites, you are agreeing to be legally bound by these Terms. If you do not accept and agree to these Terms, you may not access or use any of the Website(s) or Services or create an account or user profile.
These Terms are subject to occasional changes from time to time, and should we make any material changes, we will notify you by sending you an e-mail communication to the last e-mail address you provided to us and/or by prominently posting a notice of the changes on the Website(s). Any changes to these Terms will be effective upon the earlier of our dispatch of an e-mail notice to you (if applicable) or our posting of notice of the changes on the Websites. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is no longer valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If your e-mail address is not up to date or is not working, the posting of notice of changes to these Terms on the Websites shall constitute effective notice of the changes described therein. Continued use of any of the Websites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Certain areas of the Website(s) and Services (and your access to or use therein) may have different terms, conditions, policies, rules and guidelines, which govern your access to and use of such Website(s) and Services (as applicable, the “Additional Terms“). The Additional Terms will be posted (via a link) on the applicable Website or Services and may be modified from time to time. If there is a conflict between these Terms and any Additional Terms for a specific Website or Service, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that Website or Service.
- Privacy Statement
The Websites and Services are intended solely and only available to individuals who are at least eighteen (18) years of age, who can willingly and knowingly enter into legally binding contracts under applicable law. Please note that certain of the Websites and Services require you to be at least twenty-one (21) years of age to access and use such Websites and Services. Please check the applicable Additional Terms for such Websites and Services for further information. Without limiting the foregoing, the Websites and Services are not available to minors or suspended members or users. Further, your account and user ID for any of the Websites or Services may not be transferred or sold to another party. If you are registering as a business entity, you further represent that you have the authority to bind the business to these Terms and any other related or pertinent agreements. If you do not have such authority, you will be held individually liable for all actions taken under your user ID. You further represent that any party you invite to participate in any of the Services or related functions with you is also of legal age as described above.
- Electronic Communications
By accessing or using the Website(s) or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by mail, e-mail, text, in-app push notices, or by posting notices and messages on the Website(s) or through any of the Services. By accessing or using the Websites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Using The Services
User Registration and Accounts
In order to access or use some of the Website(s) or Services, you must first register and create an individual profile for yourself or a business for such Website or Service (each a “User Profile“).
By creating a User Profile, you agree that:
- You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person: (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion;
- You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated or incomplete, Newdelz LLC, may suspend or terminate your account and refuse you any and all current or future access to or use of the Websites and Services (or any portion thereof). If you fail to update your information in a timely manner, then Newdelz LLC, has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, which will allow Newdelz LLC, to suspend or terminate your account, and refuse you any and all current or future access or use of the Websites and Services (or any portion thereof).
- You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;
- You are solely responsible for maintaining the confidentiality of your password and for restricting access to your account so that others may not access any password protected portion of the Websites or Services using your name, username, or password;
- You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security;
- You will not post libelous content or create false or misleading reviews or posts; and
- You will not sell, transfer, or assign your account or any account rights.
- Newdelz LLC, is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
- If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, offensive, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account, User Profile and access to and use of the Websites and Services, at our sole discretion and without advance notice or liability.
- Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. Newdelz LLC, assumes no responsibility or liability for any issues, problems or Content on your User Profile.
- User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. Newdelz LLC, does not review each User Profile to determine if they were created by an appropriate party. In addition, Newdelz LLC, is not responsible for any unauthorized User Profiles that may appear on the Services. If you believe that a User Profile listed on one of the Websites is unauthorized, fake, fraudulent or otherwise improper or misleading, please send an email to [email protected]
Newdelz LLC, may also provide users with the ability to login to the Website(s) or Services with your login credentials from certain social networking websites (e.g., Facebook, LinkedIn). If you login or otherwise associate your User Account with your login credentials from a social networking or similar website, we may use any information about you that is from or otherwise posted on your social networking account, in accordance with the terms and conditions and related legal and user policies of the relevant social networking website. If you elect to share your information with any number of social networking websites, we will then share your information with the websites you name, in accordance with your election, and per their terms and conditions.
Third Party Materials
The Website or Services might display, include or make available Third-Party Content (including data, information, articles, applications or other products, services and/or materials) or contain links to third party websites, services, and advertisements for third party Offers (as defined below) (collectively, the “Third Party Materials”). You acknowledge and agree that Newdelz LLC, is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Newdelz LLC, does not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third-Party Material, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Material.
The Website or Services might display, include or make available coupons, promotional codes, giveaways, samples, and other offers from listed company’s or other third parties (collectively, the “Offers”). Offers constitute “Third Party Materials” under these Terms. Newdelz LLC, displays these Offers on the Website and Services as a form of advertisement for the listing company(s) or other third party (the “Offeror”) only. All Offers are made directly by the applicable Offeror, and may be subject to additional terms, conditions, or restrictions of the Offeror or under applicable law, whether or not such terms, conditions or restrictions are expressly included on the Website or Services. The Offeror, and not Newdelz LLC, is solely responsible for: (a) redemption of the Offer; (b) compliance of all aspects of the Offer with applicable law (including, without limitation, the advertisement, redemption, and terms, conditions and restrictions related thereto); (c) all goods and services it provides to you in connection with the Offer; and (d) all injuries, illnesses, damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not.
Indemnity and Release
You agree to indemnify and hold Newdelz LLC, (and its owners, directors, managers, officers, partners, employees, independent contractors and agents and successors and assigns of itself or its affiliates) harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of or otherwise relating to (i) your use or misuse of the Websites or Services, (ii) your User Content, (iii) your violation of these Terms or any Additional Terms; or (iv) your violation of applicable laws or regulations. Newdelz LLC, reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us or any other indemnitee hereunder and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Newdelz LLC. Newdelz LLC, will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release and forever discharge Newdelz LLC, (and its owners, directors, managers, officers, partners, employees, independent contractors and agents and successors and assigns of itself or its affiliates) from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Websites or Services or Third Party Materials.
- Payment Terms:
- Ordering Services. You may order access to Business Services by following the directions on the Site or as specified by your designated Newdelz LLC sales representative. Once you order Business Services, your subscription to the applicable Business Service will automatically renew until you cancel your Business Service. Unless otherwise specified, you may cancel your Business Service at any time by contacting Newdelz LLC at 1-888-252-0321 or by emailing your designated Newdelz LLC sales representative. Newdelz LLC may change the pricing for Business Services (from time to time in its sole discretion) by notifying you at the current e-mail address associated with your Customer Account or otherwise. Any changes in pricing will not take effect until ninety (90) days after Newdelz LLC’s attempt to send such e-mail notice.
- Payment Terms. Business Services may be offered on a paid or a free basis. If you order a paid Business Service, you agree to pay the then-current applicable Business Service fee listed on the Site or quoted to you by Newdelz LLC in writing. Newdelz LLC accepts payment by credit card, bank check, cashier’s check, or money order. If you pay by credit card, Newdelz LLC will automatically bill your credit card submitted in ordering the Business Service on the date the Business Service is activated, and each month thereafter, until you cancel the applicable Business Service. In the event that you cancel a Business Service or it is otherwise terminated, reactivation of your Customer Account and related Business Services may be subject to additional reactivation fees in Newdelz LLC’s sole discretion. ALL PAYMENTS ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO CANCELLATION OR TERMINATION OF SERVICES. If you elect to pay by credit card, you hereby authorize Newdelz LLC to bill your credit card as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to your credit card for any reason, Newdelz LLC may provide you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Newdelz LLC (a) may provide any priority Business Services you have ordered to another paying Customer (e.g., any ad space that you have reserved), (b) may permanently revoke any existing offers related to pricing or discounts, and/or (c) may terminate the applicable Business Service.
- Ownership; Proprietary Rights
As between you and Newdelz LLC, you own Your Content. We own the Newdelz LLC Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, data, aggregate user review ratings and all other elements and components of the Website(s) but excluding Your Content, User Content and Third-Party Material. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights“) associated with the Newdelz LLC Content, the Websites and the Services, which are protected by copyright, trade secret, patent, trademark laws and all other applicable intellectual property and proprietary rights and laws. As such, you may not use, modify, duplicate, obscure, rent, lease, loan, sell, manipulate, reproduce, copy, republish, download, post, transmit, scrape, reverse engineer, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Newdelz LLC Content, Website(s) or the Services or any of the IP Rights of Newdelz LLC, in whole or in part, unless expressly authorized by us in writing. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Website(s) and the Newdelz LLC Content are retained by us.
- User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Website(s) or Services. In connection with your access or use of any of the Website(s) or Services, you may not and will not:
- upload, post, transmit, broadcast or otherwise make available any Offensive Content, including any User Content that is unlawful, libelous, defamatory or otherwise objectionable;
- breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
- review the information and data on our Websites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Websites or Services;
- upload, post, transmit, broadcast, sell, transfer or otherwise make available any User or Website Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- register for more than one User Profile on any of the Websites, or register for a User Profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract;
- manipulate the price of any item or interfere with any other user’s listings, reviews, and products;
- take any action that may undermine the feedback or ratings systems of the Websites or Services;
- transfer your User Profile to another individual or entity without our prior written consent;
- distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content;
- interfere with or disrupt any Website processes, servers or networks supporting the Websites and/or Newdelz LLC
- impair or harm any of our computer or related systems or transmit software viruses, worms, or other damaging files;
- use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Websites, Services or Website Content for any purpose;
- bypass our robot exclusion headers, interfere with the working of our Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure;
- export or re-export any Newdelz LLC, application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions;
- insult, threaten, stalk, harass, mislead or deceive other users of the Websites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material;
- intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act.
- refuse to acknowledge that Newdelz LLC, may establish general practices and limitations concerning use of the Website(s) and Services, including without limitation restrictions concerning User Content provided by You for use on the Websites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on Newdelz LLC, servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Website(s)and Services in any given period of time;
- export any Website Content out of the jurisdiction in which it is intended or displayed;
- access the Website(s) or Services in order to build a similar or competitive Website or Service;
- send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications;
- circumvent any technical measures we use to provide Services; or
- assist any third party with any of the foregoing: You fully understand, acknowledge and agree that Newdelz LLC, may, under certain circumstances and without prior notice, immediately terminate your Newdelz LLC User Profile and access to the Websites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Websites; (4) discontinuance or significant modification to the Websites or Services, or any related or affiliated website owned and/or operated by Newdelz LLC, (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of Your account, which shall be determined by Newdelz LLC; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Websites or any related or affiliated Service, business or website. Termination of a User Profile will deny you access to our Services, delay or remove User Content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Websites and Services in the future Newdelz LLC, has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
- Disclaimer of Warranties
You expressly acknowledge, understand and agree that:
- Your access to and use of the websites and services is at your own risk. The websites and services are provided on an “as is” and “as available” basis. Newdelz LLC, and their affiliates, officers, directors, managers, shareholders, owners, employees, contractors, consultants and agents expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, or any other potential or actual warranty of any kind.
- Newdelz LLC, and its affiliates, officers, directors, managers, shareholders, owners, employees, contractors, consultants and agents make no guarantee or warranty that: (1) the websites and services will satisfy your needs and requirements or will be compatible with your equipment; (2) the websites and services, and all affiliated websites, features, services, communications and applications, will be comprehensive, uninterrupted, timely, secure or error-free, or be free from loss, destruction, corruption, online attack, viruses, worms, or other invasive, harmful, or corrupted or other related intrusions; (3) the information, data or results realized or obtained from your use of the websites will be accurate, up to date, satisfactory or reliable or fit or useful for any specific purpose; (4) the quality or value of any properties, services, products, information or other materials purchased or obtained by you through the websites and services will meet your expectations; (5) that any offer made or message sent will be successfully transmitted, received and processed; and (6) any errors in the guidelines, software or protocols will be corrected or resolved.
- Any product or program downloaded or otherwise obtained through the use of the websites and services is accessed at your own discretion and risk, and you will be solely responsible and fully liable for any damage to your computer system or mobile device, loss of data, or any other loss or damage that results from the download or use of any such product, material, application, feature or other program.
- No advice or information, including medical advice, strategy, guidelines or related content, whether oral or written, obtained by you from Newdelz LLC or from the websites, services or relevant social media pages shall create any warranty, guarantee or strategy not expressly stated in these terms.
- Vetting by Newdelz LLC of each and every document, photograph, video, review, related media, posting or other communication, in addition to any other content posted via the websites or services, may not be possible or realistically practicable. As a result, Newdelz LLC cannot and does not control any listing reviews, comments, photographs, opinions, postings or other content or material posted via the websites or services and, as such, does not guarantee the accuracy, integrity, quality, safety, legality, morality, and/or authenticity of such content, the truth or accuracy of users content, the ability of listings to confirm product availability or pricing, or the ability of users to confirm experiences from using or purchasing specific products discussed or sold on the websites or services.
- Limitation of liability
- Newdelz LLC is unable to guarantee consistent, continuous or secure access to its websites, applications, services, programs, content and network, and operation of the websites and services may be interfered with or delayed by numerous potential factors outside of Newdelz LLC control. You acknowledge, expressly understand and agree that Newdelz LLC and its subsidiaries, affiliates, officers, employees, agents, partners, licensees, and licensors shall not be liable to you for any direct, indirect, incidental, special, punitive, consequential, exemplary or other damages, including, but not limited to, damages for loss of opportunity, reputation, profits, goodwill, use, valuation, tax benefit, data or other intangible losses (even if Newdelz LLC has been advised of the possibility of such damages), resulting from: (1) the use or the inability to use the website and/or network; (2) the cost to procure substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages, e-mails, reviews, postings, comments or other communications received, or transactions entered into via the websites or other affiliated or related websites or services; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any third party on the websites; (5) the failure of the network or websites to timely process an offer; or (6) any other matter relating to the websites, any Newdelz LLC affiliated or related services, features or applications, or any other Newdelz LLC owned or operated entity. Further, Newdelz LLC is not a party to any such transactions made between listing clients and users, and Newdelz LLC shall not be liable under any circumstances for any defaults, costs, information, the contents of any documents, or for any other interactions, between or among users, including users, listings, physicians, and all related parties, in any way associated with the websites or services.
- Regardless of the aforementioned, if Newdelz LLC is found to be liable, our liability to you or to any third party is limited to the greater of (1) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability; or (2) $100.
- Some states, counties or jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or other related damages or losses. Accordingly, some of the above limitations may not apply to you.
- Choice Of Law; Venue; No Jury Trial
The laws of the state of Florida, will apply to any disputes arising out of or relating to these Terms or any of the Websites or Services. All claims arising out of or relating to these Terms or Services will be litigated exclusively in the federal or state courts of Pinellas County, Florida, and you and Newdelz LLC consent to personal jurisdiction in those courts.
- Entire Agreement
- Reservation of Rights
The failure of Newdelz LLC to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Newdelz LLC. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Newdelz LLC.
- Support or Maintenance
You acknowledge and agree that Newdelz LLC will have no obligation to provide you with any support or maintenance in connection with the Websites or Services.
- United States Export & Foreign Assets Control Regulations
We do not represent that the materials in the Website or Services are appropriate or available for use in any particular location. Those who choose to access the Website or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that You are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.
If any of the conditions contained within these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.
- No Right Of Survivorship And Non-Transferability
You agree that your Newdelz LLC account is non-transferable and any rights to your Websites user identification or contents within your accounts terminate upon your death.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
- Contact Us
For questions about the Newdelz LLC Websites or any of the Services we provide, please feel free to contact our Customer Service department at [email protected] or call 888-252-0321 to speak to a representative.