1. Overview. The Delight Me Terms of Service (“TOS”) is a contract in electronic format between you as an end user (“You”) and Delight Me, Inc., a Delaware corporation (“Delight Me” or “We”), governing the use of the Delight Me Website and the Delight Me online platform (“Delight Me Platform”), a robust and multifunctional interactive set of software tools, including a user-friendly dashboard, that enables a user to easily set and track personal, business and developmental goals, connect with other users for coaching or mentoring, and receive customized reminders that facilitate goal achievement. By registering as a Delight Me Platform user, using the Delight Me Platform or otherwise interacting with the Delight Me Website, You are agreeing to this TOS and are additionally subject to the Delight Me Privacy Policy, which We consider to be part of this TOS. Unless You are ineligible to register for or use Delight Me (for example, if you are under the age of thirteen, see below), You may continue to use the Delight Me Platform as long as you comply with the TOS.
  2. Right to Access and Use the Delight Me Website and the Delight Me Platform. Subject to your agreement to the TOS, and the payment of any agreed-upon fees or payments for the use of the Delight Me Platform (see Section 14, below), We hereby grant to You a limited, royalty-free non-exclusive, non-transferable, revocable, non-assignable, non-sublicenseable right and license to access and use the Delight Me Website and the Delight Me Platform, solely in accordance with the terms and conditions of this TOS. Unless expressly stated otherwise, any updates, bug fixes, service enhancements or changes made to the Delight Me Platform from time to time are also included in the license grant. All rights not expressly granted to You under this TOS are retained by Delight Me.
  3. Delight Me Membership. A Member of Delight Me is someone who registers to use the Delight Me Platform. As a Delight Me Member, You are responsible for keeping your log-in information confidential and you accept responsibility for any activity that occurs under your account.
  4. Acceptable Use Policy. You may not use the Delight Me Platform or Delight Me Website in a manner that will (i) violate any applicable local, state, national or international laws or regulations; (ii) harass other persons; (ii) cause disruptions that may prevent or hamper others from using the Delight Me Platform or Delight Me Website; (iv) endanger children; or (v) defraud anyone. You may not use or allow others to use your Delight Me username to e-mail, instant message, voice mail, fax, chat, send spam (e-mail) and spim (instant messages), or send any other unsolicited bulk communication. You may not access Delight Me to harvest or collect any information about our users for any purpose without our express written authorization. If we become aware that your use of the Delight Me Platform or the Delight Me Website is unacceptable, we may suspend or terminate your account immediately, and in appropriate circumstances, we will notify the authorities.
  5. Member to Member Communications. The Delight Me Website and Delight Me Platform were built and offered for use for a particular purpose: to allow structured development for individuals and businesses to enhance their knowledge and competency, set targets for achievement, receive encouragement and valuable instruction from others, and track progress. It is not primarily intended as a marketing platform for users to solicit each other to purchase goods and services, nor is it primarily intended to be a social network for the sharing of unrelated content. You may deliberately exchange your personal information, email addresses, etc. with other users, and continue such communications on platforms outside of Delight Me. Delight Me takes no responsibility, however, for such communications or exchange of content that occur outside of the Delight Me Website and/or the Delight Me Platform. In addition, You may deliberately enter into transactions involving products or services with other users, but Delight Me is not responsible for any aspect of such transactions.
  6. Use of the Delight Me Website. You agree that You will not attempt to use all of the Delight Me Website or a portion thereof commercially, or to resell content on the site. You agree that you will not replicate or reproduce the Delight Me Website or a portion thereof without the express written permission of Delight Me, rendered in advance. You agree that you will not host the Delight Me site or a portion thereof in a frame on your own website without our advance written consent. You may not use any meta tags or any other hidden text utilizing Delight Me’s name, trademarks or logos to direct search traffic or mislead another individual or automated script or search engine service to direct traffic intended for Delight Me away from the Delight Me Website to another site.
  7. User Content. To the extent that posting or exchange of user-generated content (“User Content”) for viewing by, or transmission to, one or more users is permitted by the Delight Me Platform and/or the Delight Me Website, you agree that you will observe the content guidelines set forth in Section 7, below (the “Content Guidelines”) in any such posting or exchange of User Content. We have the right, but not the obligation at any time, and for any reason or no reason, to monitor, take down and permanently remove and discard any User Content from the Delight Me Website and/or Delight Me Platform, whether or not such User Content violates the Content Guidelines set forth below. Delight Me takes no responsibility, and assumes no liability for any User Content, whether posted or transmitted by You or viewed or received by You.
  8. Content Guidelines. You agree that You will not post or transmit to another user any User Content that falls within the following categories: (i) Any unsolicited content that appears to have a commercial purpose (i.e., to sell a user a product or service or engage them in a business relationship); (ii) Any unsolicited content that includes information on contests, sweepstakes, barter, advertising, or pyramid schemes; (iii) Any unsolicited content that includes a URL or a partial URL to another website that is business oriented or commercial in nature; (iv) Any content that includes a photograph of another person posted without that person’s consent; (v) Any content that attempts to impersonate another individual or party; (vi) Any content that is offensive in nature; (vii) Any content that includes profanity or other derogatory language; (viii) Any content that includes “adult oriented” content, sexually explicit terms, or nudity; (ix) Any content that is copyrighted by another individual; (x) Any content that expresses hatred or harm against other individuals, groups, or entities; (xi) Any content that harasses another; (xii) Any content that exploits others in a violent or sexual manner; (xiii) Any content that contains violence or offensive subject matter; (xiv) Any content that promotes false, misleading, or libelous information; or (xv) Any content that involves the transmission or sending of “junk mail,” “chain letters,” or other unsolicited mass mailings.
  9. Compliance with Children’s Online Privacy Protection Act (“COPPA”). You must be at least thirteen (13) years of age to use the Delight Me Platform, or you must present verifiable proof of the consent of your parent or legal guardian. Delight Me reserves the right to determine in its sole discretion whether such proof as presented in any given situation is satisfactory and in accordance with applicable law.
  10. Termination or Suspension of Right to Use. We may terminate or suspend your right to use the Delight Me Platform at any time, for any reason or for no reason, without notice. We will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of such lack of availability or service, loss of data or termination or suspension of your right to use the Delight Me Platform.
  11. No Sharing of Your Information with Third Parties. Delight Me considers your personal information to be confidential, and absent a binding court order, We will not provide it to any third party for any reason, except as specifically directed by You, or as strictly necessary to provide to You the services and features offered by the Delight Me Platform. You will have the opportunity to make choices by your use of the Platform to enable others to share your information, such as friends, coaches, mentors, etc., but these will be your choices, not ours. We will not provide your information to advertisers or any other person or company that would like to present opportunities to you as a result of your participation on the Delight Me Platform or Website. For additional information, please consult the Delight Me Privacy Policy, which addresses in greater detail the types of information collected by Delight Me, and how Delight Me maintains the confidentiality of your information.
  12. Advertising. Delight Me reserves the right to place advertising on the Delight Me Website and/or the Delight Me Platform. Delight Me will not provide your personal information to advertisers for the purpose of tailoring the advertisements to You; rather, we anticipate that any advertisements will be products and services that may be of general interest to the Delight Me community. In any event, Delight Me takes no responsibility for any third party advertisements that may be posted on the Delight Me Website and/or Delight Me Platform, nor do we take any responsibility for the goods or services provided by such third party advertisers.
  13. Security of Information. We will endeavor, using commercially reasonable efforts, to keep the information you provide to us in the course of your use of the Delight Me Platform and the Delight Me Website secure, but we do not guarantee that we will be successful. We will have no liability to you for any unauthorized access or use, corruption, deletion or destruction or loss of your information.
  14. Payment of Fees. Delight Me reserves the right to charge monthly, quarterly, annual, or multi-year fees for the use of the Delight Me Platform (“Fees”). In addition, we may offer a limited trial period during which a user may use all or a portion of the features available on the Delight Me Platform, after which the user will be presumed to have subscribed to Delight Me, and that user’s credit card will be charged for a monthly subscription, if the user has not timely canceled service. Any Fees and other charges charged for the use of the Delight Me Platform, and the terms and conditions of any subscriptions, trial periods or other special offers shall be clearly stated and expressly agreed to by both parties in writing. ANY FEES AND ANY CHARGES UNDER THIS AGREEMENT ARE NOT REFUNDABLE IN WHOLE OR IN PART, REGARDLESS OF THE PAYMENT METHOD, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. When You provide payment information to Delight Me or to one of its payment processors, you represent that You are the authorized user of the card, PIN, key or account associated with that payment, and You authorize us to charge your credit card or to process your payment with the chosen third-party payment processor for any Fees or charges incurred by you. We may require you to provide your address or other information in order to meet our obligations under applicable tax law.
  15. Tax. If your use of the Delight Me Platform is subject to any type of use or sales tax, then We may also charge you for those taxes, in addition to the Fees or other charges.
  16. No Warranty. Delight Me does not represent that the Service is reliable, accurate or complete. THE DELIGHT ME PLATFORM AND THE DELIGHT ME WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. DELIGHT ME EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
  17. Intellectual Property. The Delight Me Platform, the Delight Me Website, and all of their features, including without limitation trademarks, logos, look and feel, user interface, displays, graphical design and the manner in which the Delight Me Platform functions are the exclusive intellectual property of Delight Me. You do not, by virtue of registering for, or using the Delight Me Platform or the Delight Me Website, acquire any ownership or use rights apart from the limited access and use rights expressly set forth in Section 2 hereof, above.
  18. Limitation of Liability. NEITHER DELIGHT ME, ITS LICENSORS OR AFFILIATES NOR ANY OF THEIR EMPLOYEES, OFFICERS OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH YOUR USE OF THE DELIGHT ME PLATFORM AND/OR THE DELIGHT ME WEBSITE OR THIS TOS, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE DELIGHT ME PLATFORM OR DELIGHT ME WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF USD $100.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  19. Indemnification. You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim related to (i) your use of the Delight Me Platform and/or Delight Me Website in a manner not authorized by this Agreement and/or in violation of the applicable restrictions, the Acceptable Use Policy set forth in Section 3, above and/or applicable law, or (ii) your violation of any term or condition of this TOS or any applicable additional policies, including without limitation, the Delight Me Privacy Policy. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.
  20. Phone/Internet Service Charges. You are responsible for the entirety of any phone service or Internet charges, data or usage costs or subscription fees that may be imposed by your mobile device or Internet service provider when using the Delight Me Platform or the Delight Me Website.
  21. Assignment. We may assign this contract at any time without providing prior notice to you or obtaining your consent, but you may not assign this contract to anyone.
  22. Amendments. We may make changes to this TOS from time in our discretion. We will use commercially reasonable efforts to notify you of the changes and provide you the opportunity to review them before they are put in place. If you do not agree to any change we make, stop using the Delight Me Platform and Delight Me Website before the changes take effect. If you continue using the Delight Me Platform and/or the Delight Me Website after the effective date of a change, you agree to be bound by that change.
  23. Feedback. In the event that you choose to provide any feedback or suggestions for improvement of the Delight Me Platform and/or the Delight Me Website (collectively, “Feedback”) we will own all right, title and interest to such Feedback, and we will be entitled to use the Feedback without restriction, even if you have designated it to be “confidential” or subject to some other restriction.
  24. Non-Assert. During and after your use of the Delight Me Platform and/or Delight Me Website, you agree that you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Delight Me, or any of our officers, directors, employees, end users, vendors, or business partners, any patent, copyright, or trademark infringement claims related to the Delight Me Platform and/or the Delight Me Website.
  25. Electronic Notices. YOU AGREE TO THIS LICENSE ELECTRONICALLY. YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE SOFTWARE (“NOTICES”) IN ELECTRONIC FORM. WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by Delight Me, regardless of whether You read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Delight Me Platform.
  26. Severability. If any portion of this TOS is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this TOS will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision in question will be severed from this TOS, and the remaining provisions shall remain in full force and effect.
  27. Waiver. All waivers must be set forth in a writing executed and dated by us. Our failure to enforce any provision of this TOS on one or more occasions shall not affect our right to enforce such provision at any other time.
  28. Governing Law. By using the Delight Me Platform and/or the Delight Me Website, you acknowledge and agree that the laws of the State of Delaware, without regard to principles of conflicts of laws, will govern the interpretation of this TOS and any dispute of any sort that might arise between you and us.
  29. Entire Agreement. This TOS constitutes the entire agreement between you and Delight Me. with regard to the subject matter hereof, and it supersedes any and all other prior or contemporaneous agreements or understandings, whether written or oral, and may be amended only by a writing executed and dated by both parties.

Version: 4/24/2014
© 2014 Delight Me, Inc.