USER TERMS

Last Modified: July 13, 2020

These User Terms (the “User Terms”) apply to the use of dynmhx.io and all related apps and services that we offer to you (the “Services”). By using the Services, you are agreeing to these User Terms.

For clarity, all references to “us” (and similar words such as “we” and “our”) mean Dynamhex, Inc., a Delaware corporation (regardless if they are capitalized), and all references to “you” mean the individual using the Services (regardless if the word is capitalized).

Use of the Services

License to Use the Services

Subject to your compliance with these User Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the free portions of the Services made available to the general public without a subscription, solely for their intended purposes.

If you are using the Services under a Customer’s Subscription (“Customer” and “Subscription” have the meaning assigned to them in our Customer Terms), then subject to your compliance with these User Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the portions of the Services which require an account under a Subscription, solely for their intended purposes, for the duration of the Subscription.

Prohibited Uses

You may not use the Services if you are under 13 years old. Additionally, you shall not directly or indirectly:

Use the Services for any illegal purpose or in such a way that would violate another contract.
Resell or otherwise make the Services available to third parties without our express permission.
Use the Services in any way that may harm the Services, including without limitation using bots, scrapers, harvesters, or other automated systems.
Take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services.
Attempt to use the Services without our express permission after we have terminated your right to use the Services.

Our privacy policy is available at www.dynmhx.io/privacy-policy (the “Privacy Policy”).

User Accounts

We may allow you to create a user account (or we may create an account for you) to use the Services. If you create (or accept) an account, then we may request information about you as described in these User Terms and our Privacy Policy (for information on how we use that information, please review our Privacy Policy).

You are responsible for everything that happens through your account. You must keep your account credentials private and may not allow other people to use your account.

You may terminate your user account at any time, subject to the other provisions in these User Terms.

Application Program Interface (API) Terms

If you use any of our APIs on behalf of a Customer, then you must comply with all API terms which are included in our Customer Terms, as well as any API Documentation which we publish.

Your Content

You may be allowed to upload content (such as text, documents, images, audio, videos, and more) to the Services (“Your Content”).

By uploading Your Content, you grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, store, use, process, copy, modify, distribute, display, perform, create derivative works from, and export, Your Content, with or without attribution for the following purposes: (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support, and technical issues; (c) as required by law or these User Terms; and (d) as permitted by you or the Customer under which you are using the Services. You represent and warrant that you have all rights to Your Content from all individuals and organizations required to allow you to grant that license to us.

Please note that Your Content may be visible to other users of the Services depending on the settings chosen by you. We cannot guarantee that they will not violate your rights with respect to Your Content and we disclaim all liability for uses by other users. You may request that we remove Your Content from the Services, but we may not be able to do so, and we are not obligated to do so. We also have no obligation to retain any of Your Content.

Further, if you are using the Services under a Customer’s Subscription, then the Customer may have or may obtain ownership rights to Your Content.

Intellectual Property

Our Property Rights

The Services (including all design, software, code, and other content on the Services) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these User Terms.

We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on our Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at:

2323 Grand Boulevard, Suite 1000 Kansas City, Missouri 64108

Your DMCA Notice must include the following:

Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and specifically where it is located on the Service; Sufficient information for us to contact you such as your address, phone, or email address.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Please note that under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees

Warranties, Disclaimers, & Limitations of Liability

All references to “us” (and similar words such as “we” and “our”) in this section mean us and our parents, subsidiaries, affiliates, and licensors, and the owners, members, directors, officers, employees, contractors, and agents, of all of them.

The Services are offered on an “as is” and “as available” basis “with all faults” without any representations or warranties of any kind.
Without limitation, we do not represent or warrant that (a) the information on the Services is free from error; (b) the functionality of the Services will be uninterrupted, secure, or free of errors; (c) defects in the Services will be corrected; or (d) that the Services or the equipment the Services use are free of viruses.
To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranty of merchantability, the implied warranty of witness for a particular purpose, the implied warranty of noninfringement, title, accuracy of data and non-infringement, course of dealings, course of performance, and usage of trade, and also all liability for identity theft and other misuse of your identity or content. We do not vet content submitted by anyone using the Services and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.
We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Services, or for any other websites or applications which are linked to or referenced in the Services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
We will not be liable to you or any third party, for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Services or any links provided on the Services.
We will not be liable to you or any third party, for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Services or any links provided on the Services.
All limitations of liability in these User Terms will apply regardless of whether you or the third party bases the claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.
All limitations of liability in these User Terms will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.
Any cause of action or claim which you may have which arises out of or in connection to the Services must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.
Subject to the limitations of liability in these User Terms, our liability to you will not exceed $100.

Some jurisdictions do not allow certain disclaimers, limitations of liability, and exclusions. To the extent such jurisdictions’ laws are applicable to your use of the Services, such disclaimers, limitations of liability, and exclusions, will be limited to the extent required by the applicable law.

Indemnification

You shall indemnify us and our affiliates and the respective owners, directors, officers, managers, employees, contractors, and other representatives of each (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of any suit, claim, investigation, or proceeding, related to your use of the Services, your breach of these User Terms, your submission of content that violates third party rights or applicable laws, or your violation of applicable law, except to the extent that a Protected Party negligently or intentionally caused those Losses.

Arbitration

If a dispute arises between you and us related to your use of the Services or any agreement between you and us or any agreement between us and the Customer under which you use the Services, then the dispute will be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing its claim to our registered agent on file with the Delaware Secretary of State. The arbitration proceedings will be held in Jackson County, Missouri. If this agreement to arbitrate is found not to apply to your claim, then any judicial proceedings must be brought in accordance with the governing law and jurisdiction/venue provisions below.

Notwithstanding that agreement to arbitrate, either party may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

Miscellaneous

Entire Agreement

These User Terms set forth the complete and entire agreement between you and us relating to the subject matter in these User Terms and supersede all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by you and us relating to the subject matter in these User Terms.

Waiver

The failure or delay by a party to exercise any right or remedy in these User Terms shall not operate as a waiver of the same. The waiver by a party of a breach of any provision in these User Terms shall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by the waiving party.

Severability

Each provision in these User Terms will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the parties will request the court to amend the provision to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the parties will deem the unenforceable provision removed from these User Terms but continue to comply with the remaining provisions.

Assignment

You may not assign your rights or obligations in these User Terms to any third party without our prior consent. We may assign our rights and obligations in these User Terms without limitation.

Governing Law & Jurisdiction

Our provision of the Services, your use of the Services, these User Terms, and our Privacy Policy, will all be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles. If a dispute arises between the parties related to any of the foregoing, and if the dispute is not subject to the arbitration provisions above, each party consents to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or if applicable, the U.S. District Court having jurisdiction over that county.

Waiver of Jury Trial

Both parties waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to our provision of the Services, your use of the Services, these User Terms, and our Privacy Policy.

Power to Amend These User Terms

We may amend these User Terms at any time, for any reason, with or without notice to you. Your continued use of the Services after the amended User Terms are posted on the Services will constitute your acknowledgment and agreement to the amended User Terms. However, to the extent the amended User Terms materially alter your rights or obligations in these User Terms, the amended User Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended User Terms; or (b) 30 days after the amended User Terms are posted on the Services.

Contact

Except as otherwise required in these User Terms or by law, all notices and communications which you may send to us should be sent to hello@dynmhx.io.

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