1. License granted by Diamondely

Diamondely gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Diamondely as part of the Services provided to you by Diamondely. Please note that you may use this software for internal business purposes only, and only in the manner permitted by the Terms. You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided by or on behalf of Diamondely through the Services (the content) in any way, except as permitted by the Terms.

2. User accounts/Personal info

In the course of using the Services, you may be required to provide Diamondely personally identifiable information, including contact information, username and password (“Credentials”). Diamondely handles such information with the utmost attention, care and security. Nonetheless, you, not Diamondely, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify Diamondely promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Diamondely of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Diamondely immediately.

3. User-Generated Content (3rd Party Reviews)

By making available any user-generated content (“User Content”) through the Site and Services, you hereby grant to Diamondely a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services. Diamondely does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Diamondely the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or Diamondely use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Diamondely reserves the right (but shall have no obligation) to remove any or all User Content from the Services in its sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a take down request from Diamondely. In the event that you elect not to comply with a request from Diamondely to take down certain User Content, Diamondely reserves the right to directly take down such User Content

4. Third Party

• Third Party Software
  • The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.
• Third Party Services and MaterialsYou may be able to access or use third party services, Third Party Software, resources, content, documentation or materials (“Third Party Materials”) as part of or during your use of the Services. You acknowledge and agree to sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Diamondely disclaims any liability that you may incur from your access to or use of such Third Party Materials or any User Content via Diamondely or the Services. You acknowledge and agree that Diamondely: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services and your ability to access or link to Third Party Materials does not create or imply any endorsement by Diamondely of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge and agree that you are solely responsible for backing up and making copies of any Third Party Materials that you wish to preserve
• Compliance with 3rd Party Review Site Policies
  • Business using the Diamondely platform agree to adhere to the Terms of Service of all major review sites. This includes but not limited to Google, Facebook, Yelp, and other review sites.
  • Review gating: Businesses using Diamondely cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking
  • When soliciting reviews using the Diamondely platform, businesses must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.
  • Sites prohibiting solicitation of reviews: Businesses using Diamondely will fully comply with sites such as Yelp that prohibit review solicitation, and will not misuse the Diamondely platform to bypass review sites’ policies.
  • Failure to comply with 3rd Party Review site policies: If a business attempts to circumvent the Terms of Service of 3rd party review sites, Diamondely will notify the business and allow them 30 days take corrective action. Should the business fail to comply within the 30-day notice period, their account will be suspended from Diamondely.

5. Eligibility of Use

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

6. TCPA Compliance

To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). You will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the Diamondely Services. You are responsible for obtaining explicit consent(s) from any and all third parties (including your customers) to send and receive SMS and/or emails using the Diamondely Services. Diamondely shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s). Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from your breach of this Section 6

7. Restrictions On Use

You agree not to do any of the following while using the Site, Services or Diamondely Content:

• Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances)
• Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, Diamondely name, any Diamondely trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Diamondely express written consent;
• Access, tamper with, or use non-public areas of the Site or Services, Diamondely computer systems, or the technical delivery systems of Diamondely providers;
• Attempt to probe, scan, or test the vulnerability of any Diamondely system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Diamondely or any of Diamondely providers or any other third party (including another user) to protect the Site, Services or Diamondely Content;
• Attempt to access or search the Site, Services or Diamondely Content or download Diamondely Content from the Site or 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 Diamondely or other generally available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing an Diamondely trademark, logo URL or product name without Diamondely express written consent;
• Use the Site, Services or Diamondely Content for the purpose of bringing an intellectual property infringement claim against Diamondely or for the purpose of creating a product or service competitive with the Services.
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Diamondely Content to send altered, deceptive or false source- identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Diamondely Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
• Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.
  Diamondely will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent of the law. Diamondely may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Diamondely has no obligation to monitor your access to or use of the Site, Services or Diamondely Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Diamondely reserves the right, at any time and without prior notice, to remove or disable access to any Diamondely Content and any User Content, that Diamondely, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.

8. Confidentiality

“Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself (for avoidance of doubt, neither party shall be required to identify information as confidential in order to avail itself of the protections set forth herein). The parties acknowledge that these Terms and any Customer Agreement, order form, statement of work or other agreement between the parties referencing and/or incorporating these Terms, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of Diamondely and you, respectively. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breach(es) of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure.

9. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at [email protected]. You acknowledge and agree that all Feedback will be the sole and exclusive property of Diamondely and you hereby irrevocably assign to Diamondely and agree to irrevocably assign to Diamondely all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Diamondely request and expense, you will execute documents and take such further acts as Diamondely may reasonably request to assist Diamondely to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback

10. Ownership

The Site, Services and Diamondely Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Diamondely and its licensors exclusively own all right, title and interest in and to the Site, Services and Diamondely Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Diamondely Content. Diamondely claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.

11. Trademark

All trademarks, service marks, logos, trade names and any other proprietary designations of Bixpand used herein are trademarks or registered trademarks of Bixpand. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties

12. Pricing and Billing

Please see contract for information regarding pricing and billing for these Services. If you have any questions about Diamondely billing policies, please contact Diamondely at [email protected]

13. Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
BIXPAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BIXPAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
NOTHING IN THESE TERMS, INCLUDING SECTIONS #15, #17, SHALL EXCLUDE OR LIMIT BIXPAND’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify, and hold Diamondely, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site, Services or Diamondely Content, or your violation of these Terms.

15. Limitation of Liabilities

SUBJECT TO SECTION #15 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIXPAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS ON BIXPAND’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT BIXPAND HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL BIXPAND’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES FOR THE LAST THREE MONTHS.

16. Privacy Policy

The collection, use and storage of your personal information is governed by our Privacy Policy located at https://Bixpand.com/privacy-policy.html. The Privacy Policy is incorporated into these Terms in its entirety. For questions regarding the Privacy Policy, please send an email to [email protected]

17. Termination

Without limiting other remedies, Diamondely may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, Diamondely may notify authorities or take any actions it deems appropriate, without notice to you, if Diamondely suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms and Conditions or any policies or rules established by Diamondely; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Diamondely users, Diamondely or any other third parties or the Site or Services.

Without limiting any other terms of these Terms and Conditions, you may stop using the Site and Services at any time.

to you by these Terms and Conditions will immediately cease. Diamondely will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, BIXPAND SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.
Any suspension, termination or cancellation will not affect your obligations to Diamondely under these Terms and Conditions (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

18. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

DMCA Notice of Alleged Infringement (“Notice”)

• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
• Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:
  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent , or the law (e.g., as a fair use).”
  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our designated Copyright Agent:

Copyright Agent

Diamondely Inc.
[email protected]

19. Changes to Services or Terms

Diamondely reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any “review aggregation” services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. Please visit this page regularly to review these Terms for any changes.

20. Entire Agreement, Governing law, Severability, Non-waiver, Assignment

These Terms, together with our Privacy Policy constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Diamondely to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Diamondely must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

21. Contact Us

If you have any questions about these Terms, please contact Diamondely at [email protected]