Dais, Inc., a Delaware corporation, dba Regroup (“Regroup” or “we”) is an information and messaging service that allows Members to search for information, create information, join groups, and message those groups through Regroup’s cloud-based platform (“Regroup Platform”). The services offered by Regroup include any Regroup-branded URL (the “Website”), Regroup mobile services, Regroup messages (e-mail or otherwise), and any other features, content, applications and services offered from time to time on or through the Website or otherwise by Regroup, including without limitation the Regroup Platform (collectively, the “Services”).
1. Accessing the Services and Account Security
Regroup reserves the right to withdraw or amend the Services, in its sole discretion without notice. Regroup will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Service, to Users.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Use of the Services and registration for the Services (“Membership”) is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are of a legal age to form a binding contract with Regroup; and (d) your use of the Services does not violate any applicable law or regulation. If you do not meet all of these requirements, you must not access or use the Services. Your profile may be deleted and your Membership may be terminated without warning, if Regroup believes that you do not meet any of the foregoing requirements.
3.1 Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable (“Fees”). All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all Fees during your entire Membership term, whether or not the Service is actively used. You must provide Regroup payment in advance as a condition to implementation beginning. The Fee for additional licenses will be the then current, generally applicable Fee. Regroup reserves the right to modify its Fees and to introduce new charges at any time. However, Regroup may not modify its Fees for Services for which payment has already been rendered. All pricing terms are confidential, and you agree not to disclose them to any third party unless required by law.
3.2 Billing and Renewal
Regroup charges and collects in advance the Fees for use of the Service from the Invoice date, and on each Membership renewal, until cancellation. Regroup will automatically renew and issue an invoice to you each year on the subsequent anniversary for Memberships. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Regroup’s income.
You agree to provide Regroup with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact.
Payment is due within 21 days.
Regroup reserves the right to charge any applicable overage Fees if you exceed the maximum usage allowed by your plan in any given month. For the next month, you may be automatically charged for such higher usage, or we may require that you upgrade to a new Membership (which may require you to enter into a signed agreement with Regroup). If you are on a billing cycle, you will be charged for your increased usage starting with the next cycle. With respect to total users, Regroup will charge for use in excess of 1.2x the number of total users included in your Membership. Without limiting its rights under this Agreement, Regroup will notify of usage in excess of 1.2x and give you 30 days to purge your data base of the excess users prior to invoicing for the overage.
3.4 Additional Fees
We may revise Fees at any time, or impose additional fees or charges. Unless otherwise expressly stated in writing, any discounts applied to a previous Membership period do not apply to a renewed Membership period, including to any automatic renewals.
If you believe your bill is incorrect, you must contact us in writing (including email) within 7 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
You grant Regroup the right to audit your systems and usage in order to verify your compliance with the terms of this Agreement.
4. Non-Payment and Suspension
5. Limited License
5.1 Regroup Platform
You agree not to, or to allow others to: (a) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Services, including without limitation, the source code and any other underlying ideas or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (b) copy the Services; (c) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Services; (d) use the Services in violation of any applicable regulation or law; (e) ship, divert, trans-ship, transfer, export or re-export any Services or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency, (f) use or attempt to use the Services for competitive analysis or benchmarking of the Services, or to develop a competitive service or directly compete with the Services; (g) to store or transfer any tortious, illegal or infringing materials, (h) use or attempt to use the Services, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, or (i) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
You shall use no less than industry standard security measures with respect to its access and use of the Services. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, server, software, operating system, networking, communication services, web and hosted services and platforms, and any platforms, networks, services and/or websites where it distributes and runs its services and applications.
You agree to:
• use the Services for lawful purposes only and in compliance with any policies posted to the Website or otherwise conveyed to you by Regroup;
• not use the Services in a way that prevents or inhibits another User from enjoying the Services;
• not obtain the communications protocol for accessing the Services;
• not remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations (“Branding”), or any electronic notices;
• not interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers; and
• not to challenge or assist others to challenge our rights in the Branding, or our Intellectual Property Rights or registration or applications thereof.
6. Confidential Information
You agree that any material breach of this section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this section in additional to any other relief to which Regroup may be entitled.
8. User Contributions
8.1 User Contributions
The Services allow Users to send notification messages, and may also contain other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display, send or transmit to other Users or persons (hereinafter, "post") content, materials or notifications, including without limitation emergency notifications (collectively, "User Contributions") on or through the Services.
Any User Contribution you provide on the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Regroup, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Regroup is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
8.2 Monitoring and Enforcement; Termination
We have the right to:
Remove or refuse to post any User Contribution for any reason or no reason in our sole discretion.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS REGROUP AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES OR ANY OTHER THIRD PARTY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Regroup does not undertake to review any User Contribution before it is posted on the Services, and cannot ensure prompt removal of any objectionable User Contribution after it has been posted. Accordingly, Regroup assumes no liability for any action or inaction regarding transmissions, communications or content of any User Contribution provided by any User or third party. Regroup has no liability or responsibility to you or any third party for performance or nonperformance of the activities set forth in this section.
8.3 Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Solicit personal information from anyone under 18.
Publicly post information that poses or creates a privacy or security risk to any person.
Involve the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming.”
Contain restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page).
Solicit passwords or personal identifying information for commercial or unlawful purposes from other Users.
Include a photograph or video of another person that you have posted without that person’s consent.
8.4 Copyright Infringement
If you believe that any User Contributions violate your copyright, please send us a notice of the copyright infringement. It is the policy of Regroup to terminate the User accounts of repeat infringers.
8.5 Reliance on Information Posted
The information presented on or through the Service is made available solely for general information purposes. Regroup does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Regroup disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include User Contributions. All statements and/or opinions expressed in these User Contributions, and all articles and responses to questions and other content, other than the content provided by Regroup, are solely the opinions and the responsibility of the person or entity providing those User Contributions. The User Contributions do not necessarily reflect the opinion of Regroup. Regroup is not responsible, or liable to you or any third party, for the content or accuracy of any User Contributions provided by any third parties.
9. Member Disputes
You are solely responsible for your interactions with other Members, including without limitation any User Contributions provided by you. Regroup reserves the right, but has no obligation, to become involved in any way with disputes between you and other Users.
11. Disclaimers of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER REGROUP NOR ANY PERSON ASSOCIATED WITH REGROUP MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER REGROUP NOR ANYONE ASSOCIATED WITH REGROUP REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
REGROUP HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Limitation on Liability
13.1 Governing Law; Waiver
16.1 Entire Agreement
16.3 Force Majeure
If either party’s performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, explosion or other act of nature or any other matter not within such party’s reasonable control, then the date for performance shall be extended by the time of such delay; provided, however, that the party subjected thereto shall pursue with reasonable diligence the avoidance or removal of such delay if reasonably feasible.
16.4 Costs and Expenses
16.5 Your Comments and Concerns
709 Noe Street
San Francisco, CA 94114