Deltas Terms of Use
LAST UPDATED: 15 May 2020
Welcome to Deltas, a product of First Class Ventures, LLC. These Terms of Use govern your use of the applications, products, and other services (collectively, the "Services") owned or operated by First Class. Please read these Terms of Use ("Agreement") carefully because it is an agreement between you ("You") and First Class Ventures ("First Class", "We", "Us", or "Our"), and governs your access to and use of our products and websites, including our website located at https://www.deltas.io (the "Site"). Any access, browsing, or use of the Services constitutes your agreement to follow and be bound by these Terms of Use without modification, and all other operating rules, policies, and procedures that may be published from time to time by First Class. If you do not agree to these Terms of Use, you are not permitted to access, browse, or use the Services.
We may make changes to these Terms from time to time. When we do, we will revise the "LAST UPDATED" date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Terms will constitute your acceptance of such revised Terms. Because our Services are evolving over time we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion.
USE OF SERVICES
Account
To access and use our Services, you will need to register with us and create an account ("Account"). We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading. You are responsible for maintaining the confidentiality of your Account, including the login and passwords for all users who you have authorized to access your Account ("Users"). You agree to notify us if any passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your Account, including those carried out by any Users associated with your Account. You will promptly notify First Class of any unauthorized use of or access to the Services.
Right To Use The Services
Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable, revocable right to access and use our Services during the subscription term or Trial Period, solely for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title, and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights or notices appearing on the Services
Restrictions
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any of our Services; (b) rent, lease, or sublicense access to any of our Services; (c) circumvent or disable any security or technological features or measures of our Services; (d) transmit a virus to, overload, flood, spam, or paralyze the Services or take any action or inaction which interferes with the integrity of the Services; or (e) attempt to access or search the Services or download any content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by First Class or other generally available third-party web browsers.
SUBSCRIPTION, FEES, AND PAYMENT
Fees
The Services are purchased as a subscription. By subscribing to the Services, you agree to pay First Class the fees set forth in the applicable order form that First Class presents to you when you purchase your subscription ("Order Form"). Except as otherwise specified in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable.
For Customers paying for the Services by credit card, fees will be billed to the credit card nominated by the Customer and the Customer authorizes the card issuer to pay all such amounts and authorizes First Class (or its billing agent) to charge the credit card account until Customer or First Class cancels or terminates the Services as set forth herein; provided that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand. Customer must provide current, complete, and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which Customer will be responsible to pay.
Fees quoted do not include potentially applicable taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). Customer is responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on First Class's net income. Applicable Taxes are calculated and then included along with service fees at the time Customer is charged.
Term of Purchased Subscription
The term of each subscription shall be as specified in the applicable Order Form, as selected via the Site or through the Services. Except as otherwise specified in an Order Form, each subscription will automatically renew for the additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
Changes To Fees
We reserve the right to change our Fee structure at any time and we will notify you in advance of such changes becoming effective. Changes to the Fees will not apply retroactively and will only apply at the conclusion of your then-current subscription term. If you do not agree with the changes to the Fees then your only recourse is to stop using the Services.
Future Functionality
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
CONFIDENTIALITY
You acknowledge and agree that both you and First Class may have access to, or become acquainted with, certain non-public confidential information of the other party ("Confidential Information") including all information clearly identified as confidential at the time of disclosure. You and First Class further agree that, subject to the rights and licenses granted herein, each party’s Confidential Information shall include such party’s intellectual property and all non-public information, including any customer, customer prospect, marketing, technical, business, and/or strategic plans or information provided by such party to the other party in the performance of the services under these Terms.
Each party agrees as follows: (a) to use the Confidential Information of the other party only for the purposes described herein; (b) that the party receiving Confidential Information from the other party will not reproduce such Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (c) that, except as required in performance of a party’s obligations under these Terms, neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its employees, agents, and third parties, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with these Terms; and (e) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of these Terms or upon the disclosing party’s written request. The receiving party shall, upon disclosing party’s request, certify that all Confidential Information has either been returned to the disclosing party or destroyed subject to applicable local, state, national, and foreign laws, treaties, and regulations.
The receiving party will not be obligated under this confidentiality section with respect to information that: (a) is or has become readily publicly available through no act or omission of the other party or its employees or agents; (b) is received from a third party lawfully in possession of such information and the receiving party has no knowledge of any disclosure restrictions on such third party to disclose such information; (c) is disclosed to a third party by the disclosing party without restriction on disclosure, (d) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (e) was independently developed by employees or consultants of the receiving party without reliance on, or reference to such Confidential Information.
Except as otherwise provided in these Terms, neither party will issue a press release or make any public statement regarding these Terms and/or the other party without the written consent of the other party.
DATA OWNERSHIP
We do not claim any ownership rights in any data, information or other materials that you provide through the Services ("Data"). Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit the Data.
You hereby grant to First Class a non-exclusive, sublicenseable, worldwide, transferable, royalty-free license to use, reproduce, modify, and make derivative works based upon the Data solely in connection with use of the Services and our provision of the Services to you. You represent the warrant that you or you licensors own all right, title and interest in and to the Data and that you have all rights in the Data that are necessary and sufficient to use this Data in connection with your Account on the Services, and to grant First Class the rights in the Data that you grant to First Class under this Agreement.
First Class may store and use certain Data and metadata associated with the use of the Services, including IP addresses, stored sessions, account credentials, and network metadata (collectively, "Metadata"), to identify and improve First Class's products and services. You agree and consent to access, collection, transmittal, storage, monitoring, copying, processing, analysis, and use of the Metadata and your Data by First Class in order to administer, develop, and improve the Services and First Class's other products and services, and to monitor compliance with this Agreement.
FEEDBACK
If you provide First Class with any suggestions for improvement, comments, or other feedback regarding the Services ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
THIRD PARTY CONTENT
Our Services may display, or contain links to, third party content, products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other Users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content") are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity, or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, content, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
First Class reserves the right in its sole discretion to delete, move, or edit any Service content at any time for any reason without notice to you.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services. You will not use our Services to: (a) upload, post, email, or otherwise transmit any information that contains anything unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) harm us or third parties in any way, (c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, (d) upload, post, email, or otherwise transmit any information that you do not have a right to transmit 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); (e) upload, post, email, or otherwise transmit any information that infringes any patent, trademark, trade secret, copyright, or other right of any party, (f) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other forms of unauthorized solicitation; (g) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (h) upload, post, email, or otherwise transmit any sensitive information such as Account passwords or payment information, medical records, government identifiers, sexual orientation, or other information considered sensitive under applicable law, (i) create lists or segments of children under the age of 13, advertise mobile Apps that are directed to children under 13, and/or knowingly market products or services to children under the age of 13; (j) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (k) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation; (l) "stalk" or otherwise harass another; or (m) collect or store personal data about other Users in a way that violates applicable law.
TERMS AND TERMINATION
Term of Agreement
This Agreement will remain in force and effect until the terms of all trials and subscriptions hereunder have expired or have been terminated. Notwithstanding of the foregoing, at First Class's sole discretion, this Agreement will remain in force and effect thereafter for your use of the core functionality only.
Termination And Modification Of The Service
Your rights under this Agreement will automatically terminate and we may suspend or terminate your Account and use of the Services immediately and without notice if (a) you have breached any of the terms in this Agreement, or if (b) you have acted in a manner that we, in our sole discretion, determine, indicates that you do not intend to, or are unable to, comply with the terms of this Agreement. In addition, we may suspend or limit your Account and use of the Services as we deem appropriate to prevent, investigate or otherwise address any suspected misuse of the Services.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
INDEMNITY
YOU WILL DEFEND, INDEMNIFY AND HOLD US, OUR SUPPLIERS AND LICENSORS, AND OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, AND ASSIGNS HARMLESS FROM ANY COSTS, DAMAGES, EXPENSES, AND LIABILITY CAUSED BY YOUR USE OF THE SERVICES AND SERVICE CONTENT, YOUR VIOLATION OF THESE TERMS, OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY THROUGH USE OF THE SERVICES OR SERVICE CONTENT.
LEGAL NOTICES
Enforcement of any dispute related to these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. For parties residing in the United States, the exclusive jurisdiction and venue for any claims arising out of or related to these Terms of your use of the Services or Service Content will lie in the state and federal courts located in San Mateo County, California, and you irrevocably agree to submit to the jurisdiction of such courts.
For parties residing outside the United States, any dispute arising hereunder shall be submitted to confidential binding arbitration in San Mateo County, California for the maximum judgement enforceable, except that to the extent Customer has in any manner violated or threatened to violate First Class's intellectual property rights, First Class may seek injunctive or other appropriate relief in any state or federal court in the State of California. Customer hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under this Agreement shall be conducted pursuant to the existing International Arbitration Rules at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgement in any court of competent jurisdiction. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in the class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
The terms and conditions which by their nature are intended to survive termination of these Terms shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability. After termination or expiration of this Agreement and only upon your written request, for paid subscription plans Account holders only, we will destroy your Data submitted to the Services in accordance with our data retention policy and procedures.
CONTACTING US
If you have any questions or concerns about our Services or these Terms, you may contact us by email at terms@deltas.io