DaoCloud Terms & Conditions

For Members

Last Updated: 6/13/2018

Welcome! DaoCloud LLC (“DaoCloud,” “we,” “us,” or “our”) invites you to access and use DaoCloud, our online platform (“Platform”), which is made available to you through our website located at www.DaoCloud.com (“Site”). Please read these Terms of Use carefully. These Terms of Use do not apply offline and do not alter the terms of any other agreement that you may have with us or our affiliates. Your access to and use of the Platform and the Site reflects your agreement to be bound by these Terms of Use.

By accessing or using the Site or the Platform you acknowledge and represent that you (i) have read these Terms of Use and our Privacy Policy, which is hereby incorporated by reference, (ii) understand them, (iii) accept and agree to be bound by them, (iv) are at least 18 years of age or if you are under the age of 18, you are at least 13 years of age and you possess parental or legal guardian consent to use the Site and Platform; (v) are fully able and competent to enter into the terms, conditions, representations and warranties set forth in these Terms of Use, and (vi) agree to comply with all laws and regulations applicable to you, to the use of the Site and the Platform, and/or the Internet. If you do not agree to any of these terms, then you are not permitted to use the Site or the Platform.

THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE. The Platform, the Site, the DaoCloud Content and all Third Party Materials are provided for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something made available to you through the Site or the Platform. If you think you may have a medical emergency, call your doctor or 911 immediately. DaoCloud does not recommend or endorse any specific tests, providers, products, procedures, opinions, or other information that may be made available to you through the Platform or the Site. Reliance on the Platform or the Site or any material made available to you through the Platform or the Site is solely at your own risk.

Some of DaoCloud’s other sites, applications, services and tools may have additional terms that we provide to you when you use those sites, applications, services or tools.

The Platform

Through the Platform we offer a social wellness network that allows registered users of the Platform (each, a “Member”) to connect with wellness professionals (each, a “Professional”) and other Members of the Platform, to follow Professionals, other Members of the Platform, or wellness interests, to find and share educational information related to health and wellness, to post questions to Professionals or other Members, to answer questions posted by Professionals or other Members, and to post testimonials. In addition, the Platform allows users who have not registered as either Members or Professionals (“Visitors”) to find education information related to health and wellness, to find certain information on Members and Professionals and to post testimonials.

As a Member, you agree to use the Platform solely as describe above and subject to the terms and conditions of these Terms of Use, and not to use the Platform to advertise, promote or market your business or profession or any products or services or the business, profession, products or services of any third party. We reserve the right to delete your profile and terminate these Terms of Use and your access to all or any part of the Platform without prior notice or liability in the event you use the Platform other than in accordance with these Terms of Use.

Registration

In connection with certain features of the Platform, we may require you to register as a Member by creating an account. During the registration process, you will be asked to provide your name and email address and create a username (which may be a pseudonym) and password for your account. You represent and warrant that all registration information you submit is truthful, complete and accurate and you will maintain the truthfulness, completeness and accuracy of such information. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Site and the Platform (or any portion thereof) and any license(s) granted hereunder. You may not transfer to or share your account with other persons or entities, and you are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You agree (i) to be responsible for any act or omission of any users accessing the Site or the Platform under your account that, if undertaken by you, would be deemed a violation of these Terms of Use, and (ii) that such act or omission shall be deemed a violation of these Terms of Use by you. You will promptly inform us of any need to deactivate a user name or password, including if you become aware that your account is being used without authorization.

You agree not to register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms of Use. By registering another person, group or entity you hereby represent that you are authorized to do so. Individuals or entities whose access to the Site or Platform has previously been terminated by DaoCloud may not register for a new account and may not designate others to register or use an account on their behalf.

Use of the Platform and Site; General Restrictions on Use

Other than as expressly permitted in the next sentence, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Platform or the Site or any content, information, software, products or services obtained from the Platform or the Site without our prior written permission. You may display and, subject to any expressly stated restrictions or limitations relating to specific content on the Platform or the Site, electronically copy, download onto your personal computer, mobile device or other technology used to access the Platform or the Site, and print single hard copy portions of the pages from the Platform or the Site solely for your own personal, noncommercial, lawful use. If you make other use of the Platform or the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

You may not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols relating to the Platform or the Site; (ii) introduce into the Platform or the Site any virus, worm, “black door,” Trojan Horse, or similar harmful code; (iii) upload to the Platform or the Site any Member/Visitor Generated Content (defined below) that violates the Community Guidelines (defined below) set forth in these Terms of Use; or (iv) otherwise use the Platform or the Site in violation of these Terms of Use. If you violate any of these Terms of Use, we reserve the right, in our sole discretion to take legal action and deny you access to the Platform or the Site, or any portion of thereof, without notice, and to remove any of your Member/Visitor Generated Content.

Fees

Use of the Platform or the Site is currently provided at no cost to Members or Visitors. Professionals pay a subscription fee for access to and use of the Platform or the Site.

Use of Personal Information

In the course or accessing and/or using the Site and Platform, we may obtain information about you, including certain Personal Information or Wellness Information (as those terms are defined in the Privacy Policy). All uses of your Personal Information and Wellness Information by DaoCloud will be treated in accordance with our Privacy Policy, which forms an integral part of these Terms of Use. By accession or using the Platform or the Site you acknowledge that you have read and accepted our Privacy Policy.

Age Restriction

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are at least 13 years of age. If you are under 13 years of age, then please do not use the Site or the Platform.

Links to Third-Party Sites

The Platform and the Site may contain links to other websites that are maintained by third parties. DaoCloud does not sponsor, endorse, exercise control over, or make any representations or warranties about those other websites, their operators, or the content, products or services they provide. Your linking to those websites is at your own risk, and you should be aware that, unless otherwise indicated, these Terms of Use and our Privacy Policy no longer govern. Please be mindful of this as you link to other websites. You should review the applicable terms and privacy policies of those other websites.

Intellectual Property

(a) DaoCloud Intellectual Property. As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Site, the Platform, and all software, tools, technology and all related intellectual property rights relating to the Site and the Platform. As between us and you, and subject to your rights in the Member/Visitor Generated Content (defined below) provided through your account as set forth below, we retain all right, title and interest in and to all content available through the Site and the Platform, including, without limitation, the Dao Cloud Wellness Encyclopedia, photos, images, text, graphics, videos, audios, editorials, endorsements, comments, referrals, writings, summaries, descriptions, and other elements and materials, in any media or format, now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise (collectively, the “DaoCloud Content”). The DaoCloud Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Except as expressly permitted in these Terms of Use, you have no rights in or to the Site, the Platform, or the DaoCloud Content.

The Site and Platform as a whole is copyrighted as a collective work, and individual works or content appearing on or accessible through the Site owned by or licensed to DaoCloud or its content providers are likewise subject to copyright protection domestically and internationally. Likewise, all software, code, proprietary methods and systems used to provide the Site and the Platform ("Our Technology") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site and the Platform according to these Terms of Use. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the Site or on the Platform, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos ("Marks") of us or other entities. All Marks not owned by DaoCloud that appear on the Site are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Platform.

You may access DaoCloud Content for your information and use solely as intended through the provided functionality of the Platform and as permitted under these Terms of Use. You shall not download any DaoCloud Content unless you see a “download,” “stream” or similar button or link displayed by DaoCloud on the Platform for that DaoCloud Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any DaoCloud Content for any other purposes without the prior written consent of DaoCloud or the respective licensors of the DaoCloud Content. DaoCloud and its licensors reserve all rights not expressly granted in and to the Site, the Platform and the DaoCloud Content.

(b) Member/Visitor Generated Content. Members and Visitors may, as applicable, post and/or share information (including in the form of questions seeking advice or in response to another Member’s or a Professional’s question seeking advice or as part of a testimonial) or content through the Platform (hereinafter, "Member/Visitor Generated Content"). You understand that DaoCloud does not guarantee any confidentiality with respect to any Member/Visitor Generated Content you submit to us. We cannot and do not review it all--we are merely acting as a passive conduit for distribution of the Member/Visitor Generated Content. That said, we may remove Member/Visitor Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. Subject to your profile, your Member/Visitor Generated Content may be able to be viewed by other users of the Platform and through third party services and websites. Once you have shared Member/Visitor Generated Content, that content may be re-shared by others. You should only provide Member/Visitor Generated Content that you are comfortable sharing with others under the terms of these Terms of Use. All Member/Visitor Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Member/Visitor Generated Content. You shall be solely responsible for your own Member/Visitor Generated Content and the consequences of submitting and publishing your Member/Visitor Generated Content on the Site or Platform. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Member/Visitor Generated Content you submit; and you license to DaoCloud all patent, trademark, trade secret, copyright or other proprietary rights in and to such Member/Visitor Generated Content for publication on the Platform pursuant to these Terms of Use, and in accordance with our Privacy Policy.

As between us and you, you retain all copyrights and other intellectual property rights in and to the Member/Visitor Generated Content that you create and post on the Platform. However, by submitting Member/Visitor Generated Content to DaoCloud, you hereby grant DaoCloud a worldwide, perpetual, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, distribute, prepare derivative works of, display, and perform the Member/Visitor Generated Content, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels (now known or later developed). The foregoing license is fully sublicensable through multiple tiers of sublicensees. We may modify or adapt your Member/Visitor Generated Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Member/Visitor Generated Content as are necessary to conform and adapt that Member/Visitor Generated Content to any requirements or limitations of any networks, devices, services or media. You also hereby grant each user of the Platform a non-exclusive license to access your Member/Visitor Generated Content, and to use, reproduce, distribute, display and perform such Member/Visitor Generated Content as permitted through the functionality of the Platform and under these Terms of Use. The above licenses granted by you in Member/Visitor Generated Content you submit to the Platform will survive even if you remove or delete your Member/Visitor Generated Content from the Platform. The above licenses granted by you in user comments you submit are perpetual and irrevocable.

You further warrant that Member/Visitor Generated Content you submit to the Platform will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have rightful authorization to use it or you are otherwise legally entitled to post the material and to grant DaoCloud all of the license rights granted herein.

Remember, once you submit Member/Visitor Generated Content through the Platform, it may be accessible by Professionals, Visitors and other Members, including any Personal Information included therein. Please carefully consider any Member/Visitor Generated Content that you submit through the Platform.

DaoCloud does not endorse any content submitted to or shared via the Site or the Platform by any user or other licensor, including by any Member, VISITOR or Professional, or any opinion, recommendation, or advice expressed therein, and DaoCloud expressly disclaims any and all liability in connection with such content. DaoCloud does not authorize copyright infringing activities and infringement of intellectual property rights on the Platform, and DaoCloud will remove content if properly notified that such content infringes on another's intellectual property rights. DaoCloud reserves the right to remove content without prior notice.

You understand that when using the Site and the Platform, you will be exposed to content from a variety of sources, including from Members, VISITORS or Professionals, and that DaoCloud is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content.

Nothing in these Terms of Use shall be deemed to confer any rights or benefits to third parties.

Community Guidelines

We refer to the requirements of this section as our "Community Guidelines." Our community, like any community, functions best when we all follow a few simple rules. By accessing and/or using the Platform, you hereby agree that:

You will not use the Platform for any unlawful purpose;

  • You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, trade secret, right of publicity, or other proprietary rights of any person or entity; or
  • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk” or otherwise harass another;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
  • You will not interfere with or attempt to interrupt the proper operation of the Site or the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

Unsolicited Information; Diagnosis of Problems

By submitting any unsolicited information and materials, including comments, ideas, feedback, questions, designs, and other similar communications about the Site, Platform or services provided by DaoCloud (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. By submitting Unsolicited Information you automatically forfeit your right to any intellectual property rights in those ideas. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. You agree not to take any action that may undermine any feedback or ratings systems that we establish as part of the Site or the Platform. This includes not displaying, importing, exporting or using any feedback information taken off of the Site and Platform, regardless of purpose. You hereby expressly permit DaoCloud or its authorized contractors and partners to access your account and content in order investigate and diagnose actual or potential defects or other technical problems with the Site or Platform.

Disclaimer

THE PLATFORM, THE SITE, THE DAOCLOUD CONTENT, AND ALL OTHER CONTENT, INFORMATION, FUNCTIONS. TOOLS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE SITE AND THE PLATFORM, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NONE OF DAOCLOUD, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “DAOCLOUD PARTIES”) WARRANT THAT ANY OF THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE DAOCLOUD PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING.

ALL THIRD PARTY SITES, MEMBER/VISITOR GENERATED CONTENT (Including, without limitation, any opinion, recommendation or advice expressed by any Member), AND ANY SERVICES OR CONTENT PROVIDED BY ANY PROVIDER OR PROFESSIONAL (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY A PROVIDER or professional (COLLECTIVELY, “THIRD PARTY MATERIALS”) ARE SUPPLIED BY THIRD PARTIES AND NOT BY US. NONE OF THE DAOCLOUD PARTIES ENDORSE OR RECOMMEND ANY THIRD PARTY MATERIALS. YOU ACKNOWLEDGE THAT THE PLATFORM MERELY ACTS AS A VENUE THAT ALLOWS YOU TO COMMUNICATE WITH PROFESSIONALS AND OTHER MEMBERS. NONE OF THE DAOCLOUD PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY THIRD PARTY MATERIALS, OR ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN PROFESSIONALS, VISITORS AND MEMBERS OR FOR ANY RESULTS CAUSED BY USING THE SITE OR THE PLATFORM OR ANY CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS), INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS INDIVIDUAL MAY SUFFER. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT THROUGH THE PLATFORM AND/OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability

IN NO EVENT SHALL ANY OF THE DAOCLOUD PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, THE PLATFORM, OR THE DAOCLOUD CONTENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF A DAOCLOUD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE DAOCLOUD PARTIES FOR ALL DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED, THE GREATER OF THE TOTAL FEES PAID BY YOU TO US IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR ONE HUNDRED U.S. DOLLARS (USD $100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS DAOCLOUD PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. IN NO EVENT SHALL THE DAOCLOUD PARTIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY MEMBER, VISITOR OR OTHER PERSON ON OR THROUGH THE SITE OR THE PLATFORM.

Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold the DaoCloud Parties harmless from and against any claims, damages, liabilities, losses, expenses, costs, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms of Use; (ii) your access to, use, or misuse of the Platform, the Site, the DaoCloud Content or the Third Party Materials; (iii) any Member/Visitor Generated Content provided through your account; (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right; or (v) any claims brought against any DaoCloud Party by a Professional, a Member, a Visitor or any other third party as a result of any of your acts or omissions.

Compliance with Applicable Laws.

The Platform and the Site are based in the United States and are intended to be used only by residents of the United States that are age 18 years or older or an emancipated minor, or possess legal parental or guardian consent. We make no claims concerning whether the Platform or any content, functions or materials made available to you through the Platform (including, without limitation, any Third Party Materials) may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform or the Site from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You may not use or export any materials on the Platform or the Site in violation of United States’ or any other jurisdiction’s export, re-export, or import laws and regulations.

Termination

These Terms of Use shall remain in effect during all periods during which you access the Platform or the Site. We reserve the right to terminate these Terms of Use and your access to all or any part of the Platform at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform and the Site at any time without prior notice or liability. Your rights under these Terms of Use will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms of Use. Without limiting other remedies, we reserve the right to, at any time and without notice to you, terminate your access to your account and/or the Platform and the Site or block your access to your account and/or the Platform and the Site if: (i) we believe in our sole discretion that you have violated these Terms of Use or have otherwise engaged in any activities that may harm or damage the reputation, rights, or property of the Site or the Platform, our users, or any other person; (ii) requested by law enforcement or other government agencies; or (iii) your account has extended periods of inactivity.

Changes to these Terms of Use

We may change these Terms of Use from time to time. If we make material changes to this Privacy Policy, we will provide you with notice through the Platform, or by other means, in order to provide you with an opportunity to review the changes before they become effective. If you object to any such changes, your sole recourse will be to cease using the Site and the Platform. Your continued use of the Site and/or the Platform after we provide you with notice about any material changes to these Terms of Use will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes.

Copyright Complaints

If you believe the Platform or the Site contains any content that infringes your copyright, please contact team@daocloud.com with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Platform;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

Miscellaneous

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section (Miscellaneous) and the sections entitled Intellectual Property, Indemnification, Unsolicited Information; Diagnosis of Problems, Disclaimer, and Limitation of Liability shall survive the termination of these Terms of Use. DaoCloud’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms of Use. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred by you, but may be assigned by us to any party at any time without notice to you. No waiver shall be effective unless in writing. These Terms of Use and any other agreements between the parties entered into through the Site and the Platform shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law provisions. Except for proceedings commenced by DaoCloud to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. By using the Platform or the Site, you agree that regardless of any statute or law to the contrary, any cause of action or claim you may have with respect to the Platform, the Site or these Terms of Use must be commenced within one (1) year after the claim or cause of action arises or be forever barred. These Terms of Use along with the Privacy Policy contain the entire agreement of the parties concerning the subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.

Contact Us

Please report any problems, offensive content, policy violations, questions and/or abuse to us at team@daocloud.com.

For Professionals

Last Updated: 3/1/2019

Welcome! DaoCloud LLC (“DaoCloud,” “we,” “us,” or “our”) invites you to access and use DaoCloud, our online platform (“Platform”), which is made available to you through our website located at www.DaoCloud.com (“Site”). Please read these Terms of Use carefully. By clicking “I Accept” below, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use.

By accessing or using the Site or the Platform you acknowledge and represent that you: (i) have read these terms of Use and our Privacy Policy, which is hereby incorporated by reference, (ii) understand them, (iii) accept and agree to be bound by them; (iv) are at least 18 years old or older, (v) are able to form legally binding contracts, (vi) agree to comply with all laws and regulations applicable to you, to the use of the Site and the Platform, and/or the Internet, (vii) are a Professional (as defined below), or a principal, partner, officer, or other authorized representative of an organization fully authorized to bind Professional to contractual obligations, and (viii) have the necessary credentials, registrations, and licenses required by the applicable law and you are in good standing and qualified to provide services as a Professional. If you do not agree to any of these terms, then you are not permitted to use the Site or the Platform.

THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE. The Platform, the Site, the DaoCloud Content and all Third Party Materials are provided for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something made available to you through the Site or the Platform. If you think you may have a medical emergency, call your doctor or 911 immediately. DaoCloud does not recommend or endorse any specific tests, providers, products, procedures, opinions, or other information that may be made available to you through the Platform or the Site. Reliance on the Platform or the Site or any material made available to you through the Platform or the Site is solely at your own risk.

Some of DaoCloud’s other sites, applications, services and tools may have additional terms that we provide to you when you use those sites, applications, services or tools.

The Platform

Through the Platform we offer a social wellness network that connects wellness professionals (each, a “Professional”) with interested users of the Platform (each, a “Member”). Members can interact with Professionals and other Members, discover products from third party websites and access and post educational information related to health and wellness.

For so long as you agree to these Terms of Use and abide by them, you may use the Site and the Platform. Subject to the terms and conditions of these Terms of Use, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and any DaoCloud Content (defined below) that we may specifically identify within the Platform as available for download as a Professional. You agree that in addition to these Terms of Use, the DaoCloud Content may be subject to additional licensing terms available to you upon download. You understand that if, upon download of any DaoCloud Content, you are prompted to additional terms applicable to such DaoCloud Content you must review and accept such additional terms before we allow you to proceed with your download. Please read any additional terms carefully.

Registration

In order to become a Professional you must register by creating an account. During the registration process, you will be asked to provide your name, email address, and biographical and professional information, and create a username and password for your account. If you provide a link to your website during the registration process or at any time for your DaoCloud profile, by doing so you authorize (but do not obligate) DaoCloud to populate fields of your DaoCloud profile that you have not completed with information obtained from that website (including any landing pages, web pages, and the content thereof). By providing a link to a website, you represent and warrant that the website (including any associated landing pages, web pages, and the content thereof) is yours and that you have authorization and authority to use and share all information contained therein. You represent and warrant that all registration information you submit, including all information on a website that you provide a link to during the registration process or at any other time on your DaoCloud profile, is truthful, complete and accurate and you will maintain the truthfulness, completeness and accuracy of such information. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Site and the Platform (or any portion thereof) and any license(s) granted hereunder. You may not transfer to or share your account with other persons or entities, and you are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You agree (i) to be responsible for any act or omission of any users accessing the Site or the Platform under your account that, if undertaken by you, would be deemed a violation of these Terms of Use, and (ii) that such act or omission shall be deemed a violation of these Terms of Use by you. You will promptly inform us of any need to deactivate a user name or password, including if you become aware that your account is being used without authorization.

You agree not to register or provide any information for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms of Use. By registering another person, group or entity you hereby represent that you are authorized to do so. Individuals or entities whose access to the Site or Platform has previously been terminated by DaoCloud may not register for a new account and may not designate others to register or use an account on their behalf.

General Restrictions on Use

When using the Site, Platform or DaoCloud Content, you will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Platform or the Site; (ii) introduce into the Platform or the Site any virus, worm, “black door,” Trojan Horse, or similar harmful code; (iii) upload to the Platform or the Site or link to any website, any Professional Generated Content (defined below) that violates the Community Guidelines (defined below) set forth in these Terms of Use; or (iv) otherwise use the Platform or the Site in violation of these Terms of Use. If you violate any of these Terms of Use, we reserve the right, in our sole discretion, to deny you access to the Platform or the Site, or any portion of thereof, without notice, and to remove any of your Professional Generated Content.

Fees for Subscriptions

As a paid subscriber, you agree to pay all fees and charges associated with your subscription on a timely basis. Professional subscriptions are billed annually.

Unless otherwise prohibited by applicable law, your subscription will automatically renew each year and your credit card will be charged at the then-current annual subscription fee, plus applicable tax, to the payment method provided by you, unless you cancel your subscription by providing written notice to team@daocloud.com. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. Professionals agree to pay the applicable fees for access as a Professional to the Platform (including, without limitation, periodic fees for such accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interests for any overdue amounts. Failure to pay may result in the termination of your subscription.

From time to time, DaoCloud may offer Professionals certain incentives in exchange for the Professional’s referral of other Professionals to the Platform. For example, if a Professional invites a certain number of other Professionals to join the Platform (including, without limitation, periodic fees for such accounts), DaoCloud may offer the Professional additional one-year subscriptions at no charge. After the one-year subscriptions expire, all other payment terms apply to the Professional’s continued use of the Platform. If a Professional refers another Professional who joins using the referring Professional’s referral code, the referring Professional will receive a free month subscription for the following year.

DaoCloud uses a third-party provider for payment services, and such provider may not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your account or such subscription services, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.

Professionals who purchase a Lifetime Subscription will have an account as long as that professional is in business. Lifetime Subscriptions are billed only once, and professionals who purchase a Lifetime Subscription are exempt from all renewal fees.

Use of Personal Information

In the course or accessing and/or using the Site and Platform, we may obtain information about you or you may be required to provide certain Personal Information (as that term is defined in the Privacy Policy) to us. All uses of your Personal Information by DaoCloud will be treated in accordance with our Privacy Policy, which forms an integral part of these Terms of Use. If you use the Site or Platform, you are accepting the terms and conditions of our Privacy Policy, as may be amended from time to time. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site, the Platform and the DaoCloud Content.

Age Restriction

You affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

Usage of Data

You shall not, directly or indirectly, use for your own benefit (other than to fulfill your obligations hereunder or to Members who may be your clients outside of the Platform, and then only in accordance with the privacy policy maintained by Professional (“Professional Privacy Policy”) and all applicable laws, rules and regulations, including without limitation HIPAA to the extent applicable) or disclose to any third party any data made available to you through the Platform regarding a Member without the prior written, express permission of the applicable Member. DaoCloud does not have, and does not assume, any responsibility for the confidentiality of communications between Members and Professionals, other than those expressly stated in our Privacy Policy and the Terms of Use that you accept, or any responsibility for a violation of HIPAA by you.

Intellectual Property

(a) DaoCloud Intellectual Property. As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Site and the Platform, and all software, tools, technology and all related intellectual property rights relating to the Site and the Platform. As between us and you, and subject to your rights in the Professional Generated Content (defined below) provided through your account as set forth below, we retain all right, title and interest in and to all content available through the Site and the Platform, including, without limitation, photos, images, text, graphics, videos, audios, editorials, endorsements, comments, referrals, writings, and other elements and materials, in any media or format, now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise (collectively, the “DaoCloud Content”). The DaoCloud Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Except as expressly permitted in these Terms of Use, you have no rights in or to the Site, the Platform, or the DaoCloud Content.

The Site and Platform as a whole is copyrighted as a collective work, and individual works or content appearing on or accessible through the Site owned by or licensed to DaoCloud or its content providers are likewise subject to copyright protection domestically and internationally. Likewise, all software, code, proprietary methods and systems used to provide the Site or the Platform ("Our Technology") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site and the Platform according to these Terms of Use. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the Site or on the Platform, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos ("Marks") of us or other entities. All Marks not owned by DaoCloud that appear on the Site are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Platform.

DaoCloud Content is provided by DaoCloud to you AS IS. You may access DaoCloud Content for your information and use solely as intended through the provided functionality of the Platform and as permitted under these Terms of Use. You shall not download any DaoCloud Content unless you see a “download,” “stream” or similar button or link displayed by DaoCloud on the Platform for that DaoCloud Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any DaoCloud Content for any other purposes without the prior written consent of DaoCloud or the respective licensors of the DaoCloud Content. DaoCloud and its licensors reserve all rights not expressly granted in and to the Site, the Platform and the DaoCloud Content.

(b) Professional Generated Content. Professionals may post, share, and/or create content through the Platform (hereinafter, "Professional Generated Content"). For clarity, Professional Generated Content includes (but is not limited to) any website that you link to in your profile. You understand that DaoCloud does not guarantee any confidentiality with respect to any Professional Generated Content you submit to us. We cannot and do not review it all--we are merely acting as a passive conduit for distribution of the Professional Generated Content. That said, we may remove Professional Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. Subject to your profile and privacy settings, your Professional Generated Content may be able to be viewed by other users of the Platform and through third party services and websites. Once you have shared Professional Generated Content or made it public, that content may be re-shared by others. You should only provide Professional Generated Content that you are comfortable sharing with others under the terms of these Terms of Use. All Professional Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Professional Generated Content. You shall be solely responsible for your own Professional Generated Content and the consequences of submitting and publishing your Professional Generated Content on the Site or Platform. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Professional Generated Content you submit; and you license to DaoCloud all patent, trademark, trade secret, copyright or other proprietary rights in and to such Professional Generated Content for publication on the Platform pursuant to these Terms of Use, your privacy settings, and in accordance with our Privacy Policy.

As between us and you, you retain all copyrights and other intellectual property rights in and to the Professional Generated Content that you create and post on the Platform. However, by submitting Professional Generated Content to DaoCloud, you hereby grant DaoCloud a worldwide, perpetual, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, distribute, prepare derivative works of, display, and perform the Professional Generated Content, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels (now known or later developed). The foregoing license is fully sublicensable through multiple tiers of sublicensees. We may modify or adapt your Professional Generated Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Professional Generated Content as are necessary to conform and adapt that Professional Generated Content to any requirements or limitations of any networks, devices, services or media. You also hereby grant each user of the Platform a non-exclusive license to access your Professional Generated Content, and to use, reproduce, distribute, display and perform such Professional Generated Content as permitted through the functionality of the Platform and under these Terms of Use. The above licenses granted by you in Professional Generated Content you submit to the Platform will survive even if you remove or delete your Professional Generated Content from the Platform. The above licenses granted by you in user comments you submit are perpetual and irrevocable.

You further warrant that Professional Generated Content you submit to the Platform will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have rightful authorization to use it or you are otherwise legally entitled to post the material and to grant DaoCloud all of the license rights granted herein.

Remember, once you submit Professional Generated Content through the Platform, it may be accessible by Professionals and other Members, including any Personal Information included therein. Please carefully consider any Professional Generated Content that you submit through the Platform.

DaoCloud does not endorse any content submitted to or shared via the Site or the Platform by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and DaoCloud expressly disclaims any and all liability in connection with such content. DaoCloud does not authorize copyright infringing activities and infringement of intellectual property rights on the Platform, and DaoCloud will remove content if properly notified that such content infringes on another's intellectual property rights. DaoCloud reserves the right to remove content without prior notice.

You understand that when using the Site and the Platform, you will be exposed to content from a variety of sources, and that DaoCloud is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content.

Nothing in these Terms of Use shall be deemed to confer any rights or benefits to third parties.

Community Guidelines

We refer to the requirements of this section as our “Community Guidelines.” Our community, like any community, functions best when we all follow a few simple rules. By accessing and/or using the Platform, you hereby agree that:

  • You will not use the Platform for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, trade secret, right of publicity, or other proprietary rights of any person or entity; or
  • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk” or otherwise harass another;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Site or the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means; and
  • You will not violate any applicable local, state, federal or international law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act or any successor federal statute to HIPAA, and the rules and regulations thereunder, all as may be amended or supplemented from time to time (“HIPAA”) and all regulations implemented thereunder.

Unsolicited Information; Diagnosis of Problems

By submitting any unsolicited information and materials, including comments, ideas, feedback, questions, designs, and other similar communications about the Site, Platform or services provided by DaoCloud (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. By submitting Unsolicited Information you automatically forfeit your right to any intellectual property rights in those ideas. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. You agree not to take any action that may undermine any feedback or ratings systems that we establish as part of the Site or the Platform. This includes not displaying, importing, exporting or using any feedback information taken off of the Site and Platform, regardless of purpose. You hereby expressly permit DaoCloud or its authorized contractors and partners to access your account and content in order investigate and diagnose actual or potential defects or other technical problems with the Site or Platform.

Use of Third-Party Offerings and External Sites

You may be able to access websites, content or services provided by third-parties through links that are made available on the Site and the Platform, including, but not limited to, voluntarily sharing some of your information from the Site or Platform in social media sites or ‘liking’ our Site in social media outlets. Additionally, from time to time DaoCloud may refer you to one or more of our business partners who make available products or services through their respective websites or by other means (e.g., by mail or otherwise). We refer to all such other websites, content, services and products as “Third-Party Offerings.” For example, we may permit third parties with related products or services to link their products and services on the Site and the Platform, and those links may redirect you to the website(s) of the third parties. Unless we otherwise inform you on the Site or the Platform, your use of any such Third-Party Offerings is not required in order to access and/or use the services. If you elect to use such Third-Party Offerings, and/or if you elect to ‘click’ on a link or button, you understand that (a) you will be leaving our Site and Platform, and (b) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms of Use do not themselves grant you any rights to access, use, download content from or purchase any Third-Party Offerings. The fact that we link to a third party website or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We do not exercise control over third party websites or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that DaoCloud is not responsible for nor will it be liable to you or any third party for your interaction with such third parties.

Professional Warranties

In addition to any other warranties set forth herein, you hereby warrant and represent that (i) any and all biographical or professional information provided by you during the registration process is truthful, complete and accurate; (ii) neither any Professional Generated Content nor your provision thereof will conflict with or violation any applicable law, rule, or regulation, or any guidelines, rules or regulations required of professionals in your profession, including, without limitation, HIPAA; (iii) your conduct on the Platform and the Site will at all times be professional and workmanlike; and (iv) you will only ask a Member to join your network if such Member is a current client.

The Professional acknowledges and agrees that DaoCloud is not a “Covered Entity” for purposes of HIPAA, and if Professional is considered a Covered Entity, DaoCloud is not a “Business Associate” for purposes of HIPAA. The Professional may not upload, disclose or transmit through the Site or the Platform any Protected Healthcare Information (“PHI”), as that term is defined under HIPAA.

DaoCloud Disclaimer

THE PLATFORM, THE SITE, DAOCLOUD CONTENT, AND ALL OTHER CONTENT, INFORMATION, FUNCTIONS. TOOLS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE SITE AND THE PLATFORM, IS PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NONE OF DAOCLOUD, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “DAOCLOUD PARTIES”) WARRANT THAT ANY OF THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE DAOCLOUD PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING.

NONE OF THE DAOCLOUD PARTIES ENDORSE OR RECOMMEND ANY CONTENT PROVIDED BY ANY MEMBER, PROFESSIONAL OR ANY OTHER THIRD PARTY, INCLUDING ANY THIRD-PARTY OFFERINGS, (COLLECTIVELY, “THIRD PARTY MATERIALS”) MADE AVAILABLE TO YOU THROUGH THE PLATFORM OR THE SITE. YOU ACKNOWLEDGE THAT THE PLATFORM MERELY ACTS AS A VENUE THAT ALLOWS PROFESSIONALS AND MEMBERS TO COMMUNICATE WITH EACH OTHER. NONE OF THE DAOCLOUD PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY THIRD PARTY MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM OR THE SITE, OR FOR ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN PROFESSIONALS AND MEMBERS OR FOR ANY RESULTS CAUSED BY USING THE SITE OR THE PLATFORM OR ANY CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS ANY INDIVIDUAL MAY SUFFER. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT THROUGH THE PLATFORM AND/OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability

IN NO EVENT SHALL ANY OF THE DAOCLOUD PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, THE PLATFORM, OR THE DAOCLOUD CONTENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF A DAOCLOUD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE DAOCLOUD PARTIES FOR ALL DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED, THE LESSER OF THE TOTAL FEES PAID BY YOU TO US IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR ONE HUNDRED U.S. DOLLARS (USD $100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS DAOCLOUD PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. IN NO EVENT SHALL THE DAOCLOUD PARTIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY MEMBER, PROFESSIONAL OR OTHER PERSON ON OR THROUGH THE SITE OR THE PLATFORM.

Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold the DaoCloud Parties harmless from and against any claims, damages, liabilities, losses, expenses, costs, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms of Use; (ii) your access to, use, or misuse of the Platform, the Site or the DaoCloud Content; (iii) any Professional Generated Content provided through your account; (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right, or your violation of any law, rule, regulation or professional codes of conduct or similar standards applicable to your business; (v) any services or materials provided by you through the Platform or otherwise, or (iv) any claims brought against any DaoCloud Party by another Professional or any Members as a result of any of your acts or omissions.

Compliance with Applicable Laws

The Platform and the Site are based in the United States and are intended to be used only by residents of the United States that are age 18 years or older. We make no claims concerning whether the Platform or any content, functions or materials made available to you through the Platform or the Site may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, the DaoCloud Content, the Third Party Materials or the Professional Generated Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You may not use or export any materials on the Platform or the Site in violation of United States’ or any other jurisdiction’s export, re-export, or import laws and regulations.

Termination

These Terms of Use will become effective and binding when you create an account, use the Platform, or when you indicate your agreement by following any instructions we place on the Site (such as buttons labeled “I Agree”). We reserve the right to terminate these Terms of Use and your access to all or any part of the Platform at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform and the Site at any time without prior notice or liability. Your rights under these Terms of Use will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms of Use. Without limiting other remedies, we reserve the right to, at any time and without notice to you, terminate your access to your account and/or the Platform and the Site or block your access to your account and/or the Platform and the Site if: (i) we believe in our sole discretion that you have violated these Terms of Use or have otherwise engaged in any activities that may harm or damage the reputation, rights, or property of the Site or the Platform, our users, or any other person; (ii) requested by law enforcement or other government agencies; or (iii) your account has extended periods of inactivity.

Changes to these Terms of Use

We may change these Terms of Use from time to time. Any such changes will become effective when posted on the Site. If you object to any such changes, your sole recourse will be to cease using the Site and the Platform. Continued use of the Site and/or the Platform following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes. In addition, certain features of the Platform may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms of Use, the additional terms will govern.

Copyright Complaints

If you believe the Platform or the Site contains any content that infringes your copyright, please contact team@daocloud.com with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Platform;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

Miscellaneous

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section (Miscellaneous), and the sections entitled Usage of Data, Intellectual Property, Indemnification, Professional Warranties, Unsolicited Information; Diagnosis of Problems, and DaoCloud Disclaimer, and Limitation of Liability shall survive the termination of these Terms of Use. DaoCloud’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms of Use. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred by you, but may be assigned by us to any party at any time without notice to you. No waiver shall be effective unless in writing. These Terms of Use and any other agreements between the parties entered into through the Site and the Platform shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law provisions. Except for proceedings commenced by DaoCloud to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. By using the Platform or the Site, you agree that regardless of any statute or law to the contrary, any cause of action or claim you may have with respect to the Platform, the Site or these Terms of Use must be commenced within one (1) year after the claim or cause of action arises or be forever barred. These Terms of Use along with the Privacy Policy contain the entire agreement of the parties concerning the subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.

You consent and agree that your clicking of the “I Accept” button constitutes your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no credential authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Use or any amendment or other document executed in compliance with these Terms of Use.

Contact Us

Please report any problems, offensive content, policy violations and/or abuse to us at team@daocloud.com