Effective Date: January 12, 2019
Thank you for choosing Drzzle. These Terms of Service ("Terms" or "Agreement") govern your access to and use of Drzzle LLC ("Drzzle", "we" or "our" or "us") websites (our "Website") and services, so please carefully read them before using the Services (defined below). We provide you with a creative tool that allows you to create, port, edit, manage and host your websites and mobile applications ("Site") using Drzzle’s software-as-a-service platform ("Services").
1. The Services
Subject to these Terms, we grant you a worldwide, limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, during your Subscription (defined below in section 9), to create, edit, maintain and host your Site. We may change the Services over time as we refine and add more features and may need to stop, suspend, or modify the Services, Content (defined below in section 5) or features at any time without prior notice to you.
2. Your Material
2.1 Ownership of Your Material.
Our Services allow you to store, process, access, and query the data and content that you upload or import into the Services or make available through the Services, which may include without limitation, data, text, software, music, sound, functionality, images, photographs, graphics, video, messages or other content (together and including your Sites, "Your Material"), provided you comply with these Terms. You represent and warrant to us that you own or have the rights to upload or import Your Material into the Services. These Terms do not grant us any rights to Your Material or intellectual property except for the limited rights that are needed to run the Services set forth in these Terms.
2.2 License to Your Material.
You grant us, for as long as you use the Services, a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, and use Your Material in connection with the Services or as otherwise provided herein and you represent and warrant that you have all the rights necessary, including any required rights in copyrighted materials, to grant us this license. You understand that we may use third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage and related technology required to run the Services, so you grant us the right to sublicense the same rights to such third parties to provide the Services.
2.3 Content Removal.
You are solely responsible for Your Material and your use of the Services. We do not pre-screen Your Material, but we and our designees (including our third-party vendors and hosting partners) have the right (but not the obligation) in our sole discretion to access, review, and monitor Your Material, your Site, or any information on or made available through the Services, and if we determine in our sole and reasonable discretion, that Your Material violates these Terms or any of our policies, we reserve the right to refuse, remove or delete Your Material, without notice. If you are using Your Material to sell a product and we remove or delete Your Material, you agree to (i) use commercially reasonable efforts to stop the delivery of any such products to the buyer, or (ii) pay a refund for such products to the respective buyer. We are not responsible for the accuracy, completeness, appropriateness, or legality of Your Material, user posts, or any other information you may be able to access using the Services.
2.4 Sharing Your Material.
2.5 Collection and Use of Data.
3. Your Responsibilities
3.1 Third Party Content.
We respect others’ intellectual property and ask that you do so also. All content, functionality, and services not owned by us or not licensed to us by other parties and in the Services ("Third Party Content") is protected by intellectual property rights of others and is likely to have accompanying terms and conditions. Please do not import, copy, upload, download, store, or share Third Party Content or Your Material, including through the Services, unless you have the legal right to do so. We will respond to any notices of alleged infringement or violations of our Terms. You, not Drzzle, will be fully responsible and liable for Your Material and what you import, develop, copy, share, upload, download, store, or otherwise use while using the Services.
Drzzle may apply security technologies and procedures to help protect against unauthorized access or use of the Services, however, you, and not Drzzle, are responsible for maintaining and protecting all of Your Material, which may include the use of encryption technology to protect Your Material from unauthorized access. You are solely responsible for backing up Your Material and we recommend you do so regularly and frequently. You may backup Your Material to your own or a third party system, but we have no obligation to hold, export or return Your Material. Drzzle will not be liable for any loss or corruption of Your Material, or for any costs or expenses associated with backing up or restoring any of Your Material.
3.3 Collection and Use of Data.
If you collect, store, or process personal information when using the Services, you agree to comply with all applicable privacy and data protection laws, taking into account the nature of the information to be processed as well as the features and limitations of the Services as described in this Agreement.
3.4 Contact Information.
If your contact information, or other information related to your account, changes, it is your responsibility to notify us promptly and keep your information current.
3.5 Data Protection and Privacy.
You must comply with Data Protection, Security, and Privacy Laws. You agree and warrant that you are solely responsible when using your Site or the Services for complying with applicable data protection and security and privacy laws and regulations (including, where applicable, the European Union General Data Protection Regulation ("GDPR" or "EU GDPR") and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. You acknowledge and agree that in relation to your Site, you, and not Drzzle, are a data Controller, as such term is defined in the EU GDPR and you are solely responsible to comply with any and all obligations related thereto. This includes without limitation the collection and processing by you of any personal data, when you use Your Site and the Services or Services provided by third parties in conjunction with Your Site to collect personal information from individuals or other parties, send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Site (including, in particular, but not limited to, those which we place for you at your request as part of the Services, such as to undertake analytics for you).
3.5.2 Privacy Policies.
3.5.3 Cookies And Similar Technologies.
3.5.4 GDPR Warranties.
You represent and warrant to Drzzle: (i) that in respect of your Site, you acknowledge and agree that you are solely responsible for any and all compliance with the GDPR and all applicable privacy laws; (ii) that in respect of your Site, you, and not Drzzle, are a Controller (as such term is defined in the GDPR) for the information you collect and use for the purposes of your business and/or related to your use of your Site; and (iii) that you have conducted, and will at all times conduct, your business, including your Site and your use of the Services, in compliance with all applicable privacy laws, including but not limited to the GDPR.
3.5.5 GDPR Indemnification.
You shall defend, indemnify and hold harmless Drzzle and its affiliates, officers, employees, agents, successors and assigns (a "Drzzle Party"), from and against any and all fines, suits, actions, proceedings, claims, demands, debts, obligations, settlements, losses, damages, liabilities, costs and expenses (including reasonable legal and professional fees and costs) arising from or in any way connected to: (i) any breach of this Section 3.6, including but not limited to any failure to comply with the GDPR or other applicable privacy laws; and (ii) any claim against Drzzle or a Drzzle Party by any third party to the extent caused by, relating to or arising in connection with any act or omission of or by you or a party related to you in the performance of this Section 3.6, and/or compliance with the GDPR or other applicable privacy laws.
4. Account Security
To access the Services, you must create an account associated with a valid e-mail address and password. You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Drzzle of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of anything to Drzzle, it is your responsibility to use a secure encrypted connection to communicate with the Services.
5. Drzzle Property and Feedback
These Terms do not grant you any title or interest in the Services, Content, software or other intellectual property rights in or available through the Services. Other than Your Material, all title and ownership rights in and to any content and services made available to you by or through the Services or by Drzzle, its affiliates, subsidiaries, employees, agents, licensors, third party providers, or other commercial partners (such as Shutterstock Images) including, but not limited to, images, photographs, graphics, audio, video, messages, interactive and instant messaging, informational text, design of and "look and feel," layout, design and functions, software, software documentation, files, documents, or other content, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Content"), are and at all times shall remain exclusively owned by us, our affiliates or our third party licensors. All Content is protected by copyright, trademark, trade secret and other intellectual property laws. All Drzzle trademarks and service marks, logos, slogans and taglines are the property of Drzzle. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, no license or right to use any trademarks, service marks, logos, slogans or taglines are granted by these Terms. Any open source software that is embedded or made available in the Services is provided pursuant to the open source license applicable to such open source software and subject to the disclaimers and limitations on liability set forth in such license.
5.2 Content License.
Subject to these Terms and any additional terms and conditions (if applicable) you may agree to with us, Drzzle grants you a limited, revocable, non-transferable and non-exclusive license to use the Content provided by Drzzle for use on your Sites pursuant to the following terms and conditions:
For greater certainty, you agree that you will not use the Content:
If the Content, featuring any individual, is used in connection with a sensitive, unflattering or controversial subject, you must include a statement that the Content is used for illustrative purposes only and the individual is a model. You may not activate the "right-click" mouse function in or on the Content in order to remove any metadata in or pertaining to the Content, or reverse engineer, decompile, or disassemble the Site to enable the download or use of the Content on a stand-alone basis. We reserve all rights not expressly granted in these Terms.
While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such feedback as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
6. Prohibited Uses.
You agree not to misuse the Site, the Services, and/or the Content. For example, you must not, and must not attempt to, use the Site, the Services, and/or Content to do the following things:
7. Covenant Not to Sue.
During and after the Term (as defined below in section 9), you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, subsidiaries, agents, successors, assigns, customers, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, and representatives, any patent infringement or other intellectual property infringement or misappropriation claim regarding the Services or Content.
8. Other Content.
The Services may contain links to or permit the use of third party websites or Third Party Content. Drzzle does not endorse and is not responsible or liable for such Third Party Content's availability, accuracy, or related products or services. You are solely responsible for your use of any such websites or Third Party Content and compliance with any applicable third party terms and conditions.
You must maintain an active Subscription to continue using the Services and receiving support. "Subscription" means a one (1) month period of time, which you have paid to access and use the Services. These term and the licenses granted hereunder commence on the date you first begin using the Services and will continue for as long as you have an active Subscription. Your Subscription and will automatically renew for successive one (1) month periods unless either party provides termination notice to the other at least ten (10) days prior to the expiration of your Subscription or if either party terminates the Services in accordance with this Agreement or the terms set forth in this section 9. If you do not maintain an active Subscription, the licenses granted hereunder, and your use of and access to the Services, will terminate.
The Services and the support we provide you during your Subscription are in exchange for the fees set forth on the applicable invoice ("Fees") and you are liable to pay for such Fees. Your number of Sites must correspond to the maximum number of Sites for which you have paid the applicable Fees. You further agree: (i) to prepay the Fees and applicable taxes when ordering the Services, (ii) that if the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees, and (iii) the cost of the Services may change from time to time, provided the cost will not change during any Subscription.
You may stop using our Services at any time, however, payments are non-refundable even if you stop using the Services. We reserve the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. If we suspend or terminate your use, we will try to let you know in advance by using the contact information in your account and help you retrieve data that you failed to backup within 10 days of the suspension or termination, though there may be some cases where we need to suspend your access immediately without notice to you.
12. Drzzle is Available "AS-IS".
Though we want to provide a great service and we use a hosting service provider that provides our storage space for our Services, there are certain things about the Services and Content we are unable to guarantee. For example, THE SERVICES, CONTENT AND THIRD PARTY CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF YOUR MATERIAL AND ALL ACCOMPANYING DATA WITHIN YOUR SITES. WE WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. WE ALSO DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Drzzle will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site, Services, or Content. Some jurisdictions do not allow the types of disclaimers in this paragraph, so they may not apply to you.
FURTHER, WE AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICES, OR THE CONTENT OUTSIDE CANADA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION, COPYRIGHT LAWS AND EXPORT, IMPORT, AND USE LAWS AND REGULATIONS OF OTHER COUNTRIES. NEITHER DRZZLE NOR ANY THIRD PARTY PROVIDERS, PARTNERS, OR AFFILIATES WARRANT THAT SERVERS, CONTENT, SERVICES, OR ANY E-MAIL SENT FROM THE SERVICES OR ANY THIRD PARTY PROVIDERS, PARTNERS, OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13. Exclusive Remedy.
IN THE EVENT OF ANY PROBLEM WITH THE SERVICES, THE CONTENT OR THE THIRD PARTY CONTENT, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING SUCH SERVICES, THE CONTENT OR THE THIRD PARTY CONTENT. UNDER NO CIRCUMSTANCES SHALL DRZZLE OR OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES BE LIABLE IN ANY WAY FOR YOUR ACCESS AND USE OF THE SERVICES, THE CONTENT, YOUR MATERIAL, YOUR SITE OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH YOUR SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE CONTENT, YOUR MATERIAL, THE PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SERVICE. Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set out herein may not apply to you.
You agree to indemnify, hold harmless, and defend us, our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, and representatives (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your access and use (or anyone’s access and use of your accounts) of the Services, the Site, the Content, or the Third Party Content, (ii) Your Material, (iii) any Products you offer on or through your Site or (iv) any breach or violation of these Terms by you or anyone utilizing your account. You agree: (a) to fully cooperate at your expense as reasonably required by an Indemnified Party; (b) each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder; (c) you shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
15. Limitation of Liability.
WE AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, SITE OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH ACCESS TO AND USE OF THE SITE, THE SERVICES, THE CONTENT, THIRD PARTY CONTENT, YOUR MATERIAL, THE PRODUCTS, OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE US AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES AND HOLD US AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, CONTENT, THIRD PARTY CONTENT, SITE, YOUR MATERIAL, PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY JURISDICTION OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IN ANY CASE, OUR AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
We may revise these Terms from time to time and the most current version will always be posted on our Website. Therefore, we encourage you to visit this page of our Website periodically to monitor any changes. If we have your email address in your account information, we may (but are not required to) email you to provide notice that we have changed these Terms. We are not responsible if (i) any email notice gets caught by your email filter and you do not see the email, (ii) you provided us the wrong email address, (iii) you failed to update your email address, (iv) there are other Internet or communications issues that prevent our email from reaching you, or (v) for any other reason, you do not receive our email notification. We recommend you frequently visit our Website to monitor any changes to these Terms. Your continued access to and use of our Website, Services, and Content following the posting of any changes to these Terms constitutes acceptance of those changes. By continuing to access or use our Website, Services, and Content after changes become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you agree to stop using the Site, Services, and Content.
17. Miscellaneous Legal Terms.
These Terms shall be governed by and construed under the laws of the State of Texas, exclusive of rules and principles of conflicts of law. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the State of Texas. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to these Terms and agree that any proceeding must be brought in and remain in the courts located in the City of San Antonio. Texas. These Terms constitute the entire and exclusive agreement between you and Drzzle with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Drzzle’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights in these Terms, and any such attempt is void, but Drzzle may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Notwithstanding the termination or expiration of these Terms for any reason, any provisions of these Terms containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of these Terms which, by its nature, is intended to survive termination or expiration, shall survive and remain in effect following any such termination or expiration.