Welcome to the Dai-Li.com website (the "Site"), which is provided by UpsideOut, Inc. ("we," "us" or "our"). Please review the following terms of service
(these "Terms of Service") concerning your use of the Site. By using the Site, you agree to be bound by the Terms of Service contained herein. You agree that
you have reached the age of majority in your state or country or that you have parental permission to use the Site. You must click on the "I Agree" button at
the bottom of this page to use this Site. If you do not agree with these Terms of Service, please do not access or otherwise use the Site.
The Site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create
derivative works from, transfer or sell any information, software, products or services through the Site. You may not use the Site in any way that breaches
any code of conduct, policy or other notice or policy applicable to the Site or in any way that is prohibited by us. Without limiting the generality of the
foregoing, the Site may not be used for any of the following uses:
* For any illegal, criminal purpose, including, but not limited to, the transmission or receipt of illegal material.
* To contact or communicate with minors in a manner prohibited by law.
* To violate or infringe intellectual property rights of another.
* To engage in spamming, indiscriminate advertising, mass news posts, or any other kind of unsolicited mass distribution of email or other abuse of the
internet.
* To transfer excessively large files. Files larger than a specified size are automatically cut off.
* To feed a robot, automatic process, or other non-human browser to download content continuously in an unattended or attended basis or for any other purpose.
* To bypass blocking imposed by the owner of a bulletin board or discussion forum.
* To transmit any unlawful, harassing, libelous, abusive, threatening, harmful, or hateful material of any kind or nature.
* To use the Site in any manner that could damage, disable, overburden, or impair any computer system or the Site (or the network(s) connected to the Site)
or interfere with any other party's use and enjoyment of the Site.
DISCLAIMERS AND LIMITATIONS
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND
EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE
HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THAT THE FUNCTIONS CONTAINED WITHIN THE SITE WILL
MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY US OR ANY OF OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR DIRECT OR PERSONAL INJURY, OR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR ANY
OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY
(CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE BE
LIABLE TO ANY AUTHORIZED USER, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, FOR ANY AMOUNT IN EXCESS OF THE THREE-MONTH USE-FEE FOR THE SITE
THAT WE HAVE RECEIVED FROM THE CUSTOMER.
CHANGES TO THE SITE; ADDITIONAL LIABILITY LIMITATION
WE MAY CHANGE THE SITE OR ADD OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON IN OUR SOLE DISCRETION, AND YOU AGREE AND ACKNOWLEDGE THAT WE MAY
DO SO. As you use the Site, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively,
"Content") originated by US and persons other than US (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF "DISCLAIMERS
AND LIMITATIONS" ABOVE, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING,
INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, CONTENT, TRANSMISSIONS OR
DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF "DISCLAIMERS AND LIMITATIONS" ABOVE, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE
FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SITE, (2) ANY INCOMPATIBILITY BETWEEN THE SITE AND OTHER WEBSITES,
SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN
CONNECTION WITH THE SITE IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY
SERVICES AVAILABLE FROM US OR THIRD PARTIES THOUGH LINKS CONTAINED ON THE SITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND "DISCLAIMERS
AND LIMITATIONS" ABOVE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO
YOU UNDER APPLICABLE LAW.
INDEMNIFICATION
You agree to fully indemnify and hold us, our successors and predecessors and each of our and their respective parents, subsidiaries, affiliates, licensees,
officers, directors, shareholders, partners, joint-venturers, employees, agents, contractors and suppliers and each of their respective officers, directors,
principals, shareholders, members, employees, agents, representatives, heirs, executors, administrators, successors and assigns, harmless from any claim,
suit, hearing, action, expense or demand, including without limitation to: all claims for damages, fees or costs (including attorneys' fees) made or brought
by any third party due to or arising out of the use of the Site or any part of our service to you, your agents or representatives, anyone under your control,
or by any third party using your equipment, accounts, passwords to access and/or use the Site or other related service (for purposes of this section,
collectively, "you"); the violation by you of our Terms of Service or any provision therein (including warranties, representations or covenants); the
infringement or misappropriation by you or any intellectual property rights of any person or entity; or the use or misuse by you or third parties of end user
passwords or accounts. We reserve the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which
event you will cooperate with us in asserting any available defenses and, as set forth above, be fully responsible for our attorneys' fees.
USER RESPONSIBILITIES
Subscribers to the Site may not share their account information with any third party. You agree to immediately notify us of any unauthorized use of your
account or any other breach of security known to you. You also are responsible for any fees or charges incurred to access the Site through an Internet access
provider or other third party service. All subscriber fees are subject to our refund policy.
PAYMENTS
You represent and warrant that if you are purchasing something from us that (i) any billing information you supply is true and complete, (ii) charges
incurred by you will be honored by your bank and/or credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including
any applicable taxes. Payment is due at the time of order. In the event of any default in making payments due to us, you agree to pay to us interest on any
unpaid balance at the highest applicable legal rate from the date of default, plus our costs of collection, including attorneys' fees.
SERVICE EMAILS
We reserve the right to send subscribers service emails notifying the subscriber of operational or other changes that may affect or change the current
services offered. Please note that subscribers cannot opt out of such service emails because these service emails provide information critical for the
operation of subscribers' accounts.
TERMINATION
We reserve the right to terminate any users' access to the Site or any related service for any or no reason, with or without notice, at any time. We shall
not be liable to you or any third party for termination of service, nor shall we be responsible for any events or actions arising as a result of said
termination. If your access is terminated, you agree not to use or access the Site or any related service, or to assist or cause any third party to do the
same. Our rights under this Agreement shall survive any termination of this Agreement.
FORCE MAJEURE
We shall not be liable for any delays or other non-performance resulting from circumstances or causes beyond our reasonable control, including, without
limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence or acts of third parties not within our reasonable control.
GOVERNING LAW
The rights and obligations of the parties under these Terms of Service shall not be governed by the provisions of the U.N. Convention on Contracts for the
International Sale of Goods; instead, these Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, without
regard to the choice of law provisions of this or any other jurisdiction. The parties agree that in the event of any dispute or controversy arising from or
in connection with these Terms of Service or the Site, the parties will submit such dispute exclusively to the American Arbitration Association ("AAA"), in
New York County, in the State of New York, to be arbitrated before a single-arbitrator applying the AAA's Commercial Arbitration Rules. Each party shall bear
one-half of the costs of the arbitration, including the fees incurred through AAA. You expressly waive any objection which you may have or hereafter have to
the venue or jurisdiction of any such action, suite or proceeding.
CONSTRUCTION
In the construction and interpretation of these Terms of Service, no rule of strict construction shall apply against either party. The parties agree that
these Terms of Service are written in and shall be interpreted in accordance with the English language.
SEVERABILITY
In the event that any portion of these Terms of Service are deemed by a court to be invalid, the remaining provisions shall remain in full force and effect.
WAIVER
Our failure to enforce your strict performance of any provision of these Terms of Service will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of these Terms of Service. No provision of these Terms of Service will be waived by any act, omission or knowledge of
us or our agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of ours.
STATUTE OF LIMITATIONS
You agree that any cause of action against us arising out of or related to the Site or any related service, regardless of its form, must be commenced by you
within one (1) year from the date on which the cause of action arose; otherwise, such cause of action is permanently barred.
TITLES
The section titles in these Terms of Service are solely used for the convenience of the parties and have no legal or contractual significance.
ASSIGNMENT
You may not assign these Terms of Service, by operation of law or otherwise, without our prior written consent. Subject to that restriction, these Terms of
Service will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
MODIFICATIONS
We reserve the right to review and change these Terms of Service at any time and to provide notification solely by posting an updated version of these Terms
of Service on the Site. You are responsible for regularly reviewing our policies. Continued use of the Site after any policy change shall constitute your
binding consent to such changes.
The information available on the Site is our property and is protected by copyright, trademark, and other intellectual property laws. Users may not modify,
copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on this Site for commercial
or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose without our written permission or such third party
that may own the Marks. We reserve any rights not expressly granted herein.
TAMPERING
The user agrees not to modify, move, add to, delete or otherwise tamper with the information contained on the Site. The user also agrees not to decompile,
reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary
information contained on the Site. You agree not to utilize the Site or any information you obtain on this Site in any manner which may be likely to injure
or cause loss, either directly or indirectly, to us, our parents, subsidiaries, affiliates, officers, employees, agents, contractors and suppliers.
By using the Site, you assert that you have read these Terms of Service and all other policies governing your use of the Site and that you agree to abide by
the stated conditions for using the Site. In accordance with our privacy policy, we reserve the right to turn over the IP addresses of users who misuse or
abuse our system either to the appropriate legal authorities, or to those against whom abuse has been perpetrated, and we further reserve the right to turn
over the IP addresses of users as otherwise required by law. Please contact us with any questions regarding the Site or these policies.
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