Discover Affiliates Terms of Service

The below terms and conditions govern the use of the Discover Affiliates application ("Discover Affiliates"), which has been made available by Discoverly Group LLC (“Company”) DBA as Discover Affiliates. By using Discover Affiliates you (“User” or “You”) expressly agree to be bound, without modification, to this Terms and Conditions Agreement (“Agreement”). If you do not agree to be bound to this Agreement, you cannot use Discover Affiliates. 1. Services As long as User has a Paid Subscription to Discover Affiliates, subject to the terms and conditions of this Agreement, User shall have access to use Discover Affiliates for the valid dates of User’s Paid Subscription. From time to time, Discover Affiliates, at its sole discretion may change, modify, or upgrade the functionality or appearance of Discover Affiliates, which may include the removal of functionality, content, or integrations. Discover Affiliates may be down at certain points for maintenance and upgrades. Discover Affiliates does not and cannot guarantee that User will have continual access or that any particular content will be distributed to the Social Media Platforms and we will have no liability whatsoever on account of any modification of functionality Services. 2. License Subject to the terms and conditions of this Agreement, Company grants User a non-transferable, non-assignable, limited, non-exclusive, revocable license to use Discover Affiliates only as permitted in this Agreement, for the term of User’s Paid Subscription. The password and login information that is assigned to User must be kept confidential, may only be used by User personally, and may not be shared, given, rented, or assigned to any other persons. Any Violation of this clause will terminate the service provided by Discover Affiliates. The aforementioned license granted by you terminates once your account is closed, unless your User Content has been shared with others and they have not deleted it." 3. Third Party Services: Our Services may include hyperlinks to external websites operated by third parties ("Third Party Services").. Discover Affiliates does not have control over these linked websites. Your use to a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. You acknowledge that any access to and use of such third-party sites is at your own risk and indemnify Company for any damages or losses you may suffer as a result of accessing or using such third-party sites. Company makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services. 4. Discover Affiliates'’ Intellectual Property Discover Affiliates is the property of the Company and contains information and data which is protected by copyright, trademark, trade secret, and other such intellectual property laws. User agrees to abide by all copyright notices and trademark restrictions. 5. User’s Intellectual Property Users retain all intellectual property rights, including copyrights, over user’s content posted to Social Media Platforms using Discover Affiliates (“User Content”). You grant Discover Affiliates a non-exclusive, non-transferable (except as stated in this Agreement), world-wide, non-sublicensable, limited license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index User Content for the purpose of your use of Discover Affiliates and Discoverly’s integration with the Social Media Platforms. 6. User Restrictions. User will not and will not allow others to: (a) sell, rent, lease, license, sublicense, or assign use of Discover Affiliates to others; (b) reverse engineer, decompile, disassemble, or otherwise derive the source code from Discover Affiliates; (c) alter, modify, adapt, reconfigure, or prepare derivative works of Discover Affiliates; (d) copy, extract, summarize, distribute, or otherwise use Discover Affiliates in any manner which competes with or substitutes for Discoverly’s distribution of Discover Affiliates to its customers; (e) use Discover Affiliates to violate the CAN-SPAM Act or the laws of any applicable jurisdiction; (f) use Discover Affiliates to abuse, defame, harass, threaten, or post illegal content; (g) use Discover Affiliates to transmit a virus, Trojan horse, worm, hack, or any harmful content; (h) use Discover Affiliates to gain unauthorized access to Discover Affiliates or any Social Media Platform; or (i) use Discover Affiliates to post content that infringes upon the copyright, trademark, trade secret, publicity rights, trademarks, or other intellectual property interests of any other person or property. User will promptly notify Discover Affiliates if User’s Discover Affiliates account has been subject to a security breach, including disclosure of your username or password, or if User has had a security breach to any of User’s integrated Social Media Platform accounts. 7. Payments Monthly subscriptions will be paid via credit card, as specified in your Discover Affiliates account. Overdue amounts, including bounced payments or chargebacks, will be assessed a late payment charge at a monthly rate of 1.5% or the maximum provided by law, whichever is less. Company shall have the right to recover expenses including collection costs and reasonable attorney’s fees incurred in collecting overdue amounts. Company will have the right to suspend the account in the event of non-payment until the amount is paid in full. Company reserves the right to change its prices at any time. Any changes in pricing will only apply during the next renewal subscription period or thirty (30) days after notice, if on a month to month plan. 8. Termination Company reserves the right to terminate this Agreement and User’s rights immediately, and retain all sums paid by User, at Company's sole discretion. The provisions of the Disclaimer and Limitation of Liability shall survive any termination of this Agreement. Renewals, Refunds, and Cancellation. After your free trial expires, the User shall choose a subscription plan and enter a credit card to subscribe to that plan. The subscriptions will automatically renew each month or each year, and you agree that Discover Affiliates may process your PayPal or credit card payment on your renewal date. You may elect to cancel your Subscription at any time by visiting the My Account page inside of the web application and Cancel subscription. You will not be charged after the date of termination however, any subscriptions which have been previously paid are not subject to refund. 9. Warranty: Company and User warrant that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it including, but not limited to, Laws related to data privacy, international communications and the transmission of technical or Personal Data. Company warrants that during the Term: (i) The Service shall perform materially in accordance with the Documentation; (ii) The functionality of the Service will not be materially decreased; and (iii) To the best of its knowledge, the Service does not contain, and neither Company or User will not knowingly introduce, any Malicious Code. TO THE EXTENT ALLOWED BY LAW, COMPANY DOES NOT MAKE ANY WARRANTY REGARDING Discover Affiliates, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE SUPPORT, AND/OR THE DOCUMENTATION, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH Discover Affiliates, INCLUDING INTEGRATION WITH SOCIAL MEDIA PLATFORMS. Discover Affiliates IS LICENSED TO USER “AS-IS” AND “AS-AVAILABLE,” WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND BOTH COMPANY AND Discover Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, SUPPORT, DOCUMENTATION, INFORMATION, PRODUCTS, OR SERVICES WHICH ARE PART OF Discover Affiliates; (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT, AND (C) ANY WARRANTY THAT Discover Affiliates WILL ALWAYS BE AVAILABLE, ERROR-FREE, ACCESSIBLE, TIMELY, OR SECURE. Discover Affiliates DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR USER CONTENT OR THE BEHAVIOR OF SOCIAL MEDIA PLATFORMS. 10. Consequential Damages: IN NO EVENT WILL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO USER OR THIRD PARTIES FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY Discover Affiliates, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE SUPPORT, THE DOCUMENTATION, OR ANY ERRORS OR OMISSIONS IN Discover Affiliates OR THE INTEGRATION WITH SOCIAL MEDIA PLATFORMS, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Indemnity: USER WILL DEFEND, INDEMNIFY AND HOLD Discover Affiliates HARMLESS AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS LICENSORS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) RESULTING FROM OR RELATED TO (1) YOUR VIOLATION OF THESE TERMS AND (2) YOUR USER CONTENT. THESE TERMS DO NOT EXCLUDE OR LIMIT LIABILITY ARISING OUT OF EITHER PARTY'’ GROSS NEGLIGENCE FRAUD OR WILLFUL MISCONDUCT. 12. Limitation of Liability: ANY LIABILITY OF COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, HACKING, TAMPERING, UNAUTHORIZED USE, COMMUNICATIONS LINE FAILURE, THEFT, OR DESTRUCTION OR UNAUTHORIZED ACCESS TO OR ALTERATION OF Discover Affiliates OR SOCIAL MEDIA PLATFORMS, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE Discover Affiliates OR SOCIAL MEDIA PLATFORMS, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO COMPANY BY OR ON BEHALF OF USER IN CONNECTION WITH Discover Affiliates IN THE THREE (3) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE OR ONE HUNDRED DOLLARS $100. WHICHEVER IS LESS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH Discover Affiliates, INCLUDING BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE SUPPORT, AND/OR THE DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT, OR INFORMATION SHALL BE AT USER’S SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW FOR SOME OF THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 13. Choice of Law This Agreement shall be governed by, and construed in accordance with, the laws of Texas, USA, without regard to its conflict of law provisions. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Company agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service. 14. No Assignment The licenses and passwords granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed, or transferred by User without Companys'’ prior written consent. Any attempted assignment, sublicense, or transfer shall be null and void and shall result in the immediate and automatic termination of the licenses and passwords granted under this Agreement. Company may assign any rights or obligations under this Agreement to any other party, without notice to you. 15. Infringement User represents and warrants that it will not use Discover Affiliates to post content that infringes upon the copyright, trademark, trade secret, publicity rights, trademarks, or other intellectual property interests of any other person or property, or to post content that is in violation of any laws or regulations of any applicable jurisdictions. User agrees to indemnify Company, its affiliates, directors, officers, employees, and agents against all claims and damages arising out of the breach or alleged breach of any representations, warranties, or agreements made by User under this Agreement and User’s use of Discover Affiliates. 16. Change of Terms Company reserves the right to change this Agreement at any time. Revised versions of these Terms will be posted to this Website. You are responsible for reviewing any such amendments. Your continued use of Discover Affiliates after posting of an amended Agreement constitutes your acceptance of any such modified terms. If you do not agree with the revised Terms, your sole and exclusive remedy will be to discontinue your use of Discover Affiliates. 17. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired. 18. No Joint Venture The parties are not engaged in a partnership or joint venture. Nothing in this agreement shall be construed to place the parties in a partnership or joint venture. The parties are not authorized to obligate or bind each other, and are not agents of each other. 19. Waiver The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. Section Headings. The section headings of these Terms are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 20. Notices You agree that the Company may provide notice to you under this Agreement via the email you provided in your User account, or by placing a banner across the web pages of the Discover Affiliates application. You agree that you are liable and responsible to keep your account information accurate and up to date. You may provide legal notice to Discover Affiliates via 1401 Lavaca St Austin Texas 78701 #1108. 21. Force Majeure: Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of fees by User, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing party shall be excused from its obligations for the period of the delay and for a commercially reasonable time thereafter. 22. Dispute Resolution: If you have a dispute arising out of these Terms, please contact us and we’ll do our best to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and Company each agree to resolve any claim, dispute, or controversy by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA. The arbitration will be conducted in Travis County, Texas, unless you and Company agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. 23. Entire Agreement This Agreement together with the Privacy Policy constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written or oral agreements between them or any of their affiliates, with respect to the subject matter contained herein. This Agreement may not be modified or altered except by a written instrument executed by a corporate officer of the Company.