logo

  • flow tv

    Check Out FlowTV

  • Create New Code

  • Plans

  • Pro

  • Use Cases

  • Resources

  • FAQs

  • Sign In

  • Sign Up

  • Account

  • Log Out

Terms of Use

Effective Date: October 21, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and the dtx company, a Delaware corporation, and the companies and sites it operates, including “Flowcode” and “Flowpage” (collectively, “dtx,” “Company,” “we,” or “us”). The following terms and conditions together with any documents they expressly incorporate by reference, such as our Privacy Policy, (collectively, “Terms of Use”), govern your access to and use of thedtxcompany.com, flowcode.com, flowpage.com, flow.page and our related websites, including any content, functionality, and services offered on or through our Sites, such as Flowcode QR codes (collectively “Sites”), whether as a guest or as a user of our functionality.

Please read the Terms of Use carefully before you start to use any of our Sites. By using any of our Sites, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, as well as the terms of our Privacy Policy, found at this link, which is incorporated into these Terms of Use by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use any of our Sites.

If you use the Sites on behalf of a company or other entity, then (i) all references to "you" (except in this sentence) shall include you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use and to any related agreements, and that you agree to these Terms of Use on the entity's behalf.

The Sites are offered and available to users who are 18 years of age or older. By using any of our Sites, you represent and warrant that you are of legal age to form a binding contract with the Company, and are at least 18 years of age.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. If we do, we will post a revised version of the Terms of Use on our Sites and update the “Effective Date” above. To reject the updated Terms of Use, prior to the new Effective Date you must (i) permanently discontinue use of our Sites and (ii) write to us at [email protected] with a clear request to terminate your account. If you do not do that, the revised version of the Terms of Use will take effect on the updated Effective Date and will apply to all access to and use of any of our Sites thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on any of our Sites. Your continued use of any of our Sites following the Effective Date of revised Terms of Use means that you accept and agree to the changes. You are expected to check these Terms of Use from time to time so you are aware of any changes, as they are binding on you.

Accessing any of our Sites and Account Security

We reserve the right to withdraw or amend our Sites, including any service or material we provide on any of our Sites, such as by disabling any Flowcode or Flowpage, in our sole discretion without notice. We will not be liable if for any reason all or any part of any of our Sites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of any of our Sites, or entire Sites, to users, including, if applicable, registered users or those who may have signed up to use services available through our Sites.

You are responsible for both:

  1. Making all arrangements necessary for you to have access to any of our Sites; and
  2. Ensuring that all persons who access any of our Sites through your internet connection are aware of these Terms of Use and comply with them.
To access any of our Sites, you may be asked to provide certain registration details or other information. It is a condition of your use of any of our Sites that all the information you provide on any of our Sites is correct, current, and complete. You agree that we can use, disclose and otherwise handle all information you provide to use our services, or that we otherwise collect in connection with our Sites, pursuant to our Privacy Policy. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. If you suspect or discover any breach of security or unauthorized use of your password or account, you must immediately notify us at [email protected] We will not be liable for any losses caused by any unauthorized use of your account or of any password you create for your account.

Electronic Communications

You consent to receiving electronic communications from us and represent that the recipient of every electronic communication sent in connection with your use of any of our Sites has agreed to receive such communications, and that you will not use any of our Sites to send unlawful or unsolicited electronic communications. You agree to receive all communications and notices that we provide in connection with the services, including communications related to our delivery of the Flowcode services and your purchase of a Subscription Plan via electronic means, including by email or in-service notification. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information, including email address, current.

Intellectual Property Rights

All of our Sites and their entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Except as we may expressly authorize you, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Sites, except as follows:

  1. You may reproduce, publicly display, republish, download, store and transmit the QR codes, known as Flowcodes, that you generate at Flowcode ("Personal QR Codes"), subject to payment of the applicable subscription fees described below under “Subscriptions” and this Terms of Use.
  2. You may operate the Flowpage you create (“Personal Flowpage”) subject to the terms herein and the settings we make available for your operation of the Personal Flowpage, which may change over time.
  3. Your computer may temporarily store copies of materials from our Sites in RAM incidental to your accessing and viewing materials that are accessible on our Sites.
  4. You may store files that are automatically cached by your browser for display enhancement purposes.
  5. You may print or download one copy of a reasonable number of pages of any of our Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  6. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by these Terms of Use and any other dtx end user license agreement applicable to such applications.
You must not:
  1. Modify copies of any materials from any of our Sites.
  2. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from any of our Sites.
  3. Alter the appearance or content of a Flowcode.
Except for your use of Personal QR Codes and Personal Flowpages, which you are free to use for any lawful purpose permitted by these Terms of Use, subject to payment of the applicable subscription fees described below under “Subscriptions”, you must not access or use for any commercial purposes any part of any of our Sites, including any services or materials available through any of our Sites.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of any of our Sites in breach of the Terms of Use, your right to use any of our Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any of our Sites, such as any content on any of our Sites, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of any of our Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

User Content

You are solely responsible for all information, materials, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas and other data, materials, and content, including the selection and arrangements thereof, that you create on our Sites, upload to Flowpages or otherwise provide, handle or link to using the Sites, whether created by you or another user (collectively, “User Content”). dtx is not responsible for the User Content of any user. If you have a problem or other claim relating to a third party’s User Content, or any other problem or other claim that relates to a third-party user, you will resolve the situation with that user directly and will not sue dtx regarding such User Content.

You represent, warrant and covenant that you own all right to or have the requisite consents and licenses to post and display the User Content and to grant us the licenses granted in these Terms of Use.

You hereby grant dtx an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on your User Content, in whole or in part, in any media, for the purpose of operating and advertising the Sites.

Content Takedown Requests

dtx complies with applicable intellectual property laws and has a policy of terminating the accounts of repeat infringers. To assist with this policy, dtx follows a take-down procedure for purported copyright infringement. If you believe that your work has been used in a way that constitutes copyright infringement, please provide the following information to the dtx Copyright Agent:

  1. a description of the copyrighted work that you claim has been infringed;
  2. a description of where the material that you claim is infringing is located on the Sites;
  3. your address, telephone number and email address;
  4. 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;
  5. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, as applicable; and
  6. 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 authorized to act on such owner’s behalf.

The dtx Copyright Agent can be reached as follows:

the dtx company
Copyright Agent
45 Grand Street
New York NY 10013

Alternate names: Flowcode, flowcode.com, Flowpage, flowpage.com, flow.page

Email: [email protected]

If we remove or disable access in response to such a notice, or plan to, we may notify the user responsible for the content so that they can object to your request.

User Information

When you create a Personal Flowpage or use your Personal Flowcode, you may receive information about other users. You may use and disclose this information only in compliance with law.

Subscriptions

We may, from time to time, offer certain subscription services on or through one or more of our Sites (a "Subscription Plan"), including Flowcode Free and Flowcode Pro. We reserve the right to suspend, withdraw or terminate any Subscription Plan service at any time in our sole discretion, whether paid or free, provided that we will issue a pro-rata refund of any prepaid fees for services purchased but not rendered as of the date of such withdrawal or termination, subject to the Refund Policy described further below. Without limiting the foregoing, we reserve a right to charge for any services that currently are free. If we do, we will notify you by email to the address you provided us as part of your subscription to inform you of how long you have to use the services for free before the changes become effective.

Flowcode Free
If you sign up for Flowcode Free, your first twenty Flowcodes will be free (subject to changes in fee structure under these Terms of Use). In order to generate any additional Flowcodes, you will need to sign up for a Subscription Plan (see below for further information).

Subscription Plan
If you sign up for a Subscription Plan, you are subscribing to an automatically renewing subscription requiring recurring payments at the stated frequency (e.g., monthly). When you sign up for a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a payment card, that you are authorized to use. If you purchase or sign up for a Subscription Plan, you agree that:

  1. You authorize us or our agent (like Stripe) to automatically charge your payment method on a recurring basis at the start of each subscription term for (i) the applicable Subscription Plan charges, (ii) any and all applicable taxes, and (iii) any other charges incurred in connection with your use of the Sites, unless: (a) you terminate your account, (b) you cancel before the applicable renewal date, calculated on Eastern time, (c) Company declines to renew your Subscription Plan, or (d) these Terms are otherwise properly terminated as expressly permitted herein.
  2. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
  3. All of your Subscription Plan payments are subject to the Company’s refund policy, described below under “Refund Policy”.
  4. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase, which taxes you agree to pay in full. Taxes shall not be deducted from the payments to Company, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, Company receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.

If any Subscription Plan fee is not paid in a timely manner, or we are unable to process your transaction using the payment method on file, and you do not promptly provide a new eligible payment method through the Flowcode Plan Subscription section of the Billing page in your account or bring your balance current within ten (10) days after we provide you with notification that your account is in arrears, we reserve the right to suspend, disable, cancel or terminate your access to the Site or services or cancel your Subscription Plan, converting it into a Flowcode Free account.

Promotional codes may only be used for your first subscription term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews, you will be charged the full billing amount. If your Subscription Plan is ever terminated for any reason or you otherwise purchase another subscription, you will not be eligible to use a promotional code.
If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Subscription Plan and services. If you would prefer to opt out from this service, please contact us. If you would like to use a different payment method or if there is a change in payment method, please visit Flowcode Plan Subscription section of the Billing page in your account to update your billing information.

Your Subscription Plan includes one or more additional features as compared to the Flowcode Free service, which may include an increase in the number Flowcodes, customization and management options, or advanced analytics. From time to time, we may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription Plan. A list of the current features included in your Subscription Plan may be found here: www.flowcode.com . We do not represent or warrant that particular benefits or features will be offered indefinitely and reserve the right to change the prices for or alter the features and benefits associated with a Subscription Plan.

If the pricing for your Subscription Plan increases, we will notify you, and provide you an opportunity to modify your subscription before applying those changes to your account or charging your payment method in connection with an automatic renewal. The notification will inform you of how long you have to change your subscription before the changes become effective. Your continued use of the Site and services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward.

You may cancel your Subscription Plan at any time by clicking “Cancel Plan” under the “Flowcode Plan Subscription” section of the Billing page in your account or by emailing [email protected] If you cancel your monthly subscription before the end of the then-current subscription term: (i) your access to the Subscription Plan benefits will be terminated and (ii) only your five most scanned codes (as determined by us) will remain active, and all remaining codes will be archived and re-directed to flowcode.com or another location of our choosing. Analytics will not be available for archived codes.

Refund Policy

Unless required by applicable law, your Subscription Plan payments are non-refundable except as expressly described herein. We may immediately cease the provision of Subscription Plan benefits and services upon the issuance of a refund. In any circumstance where refunds are provided, we may charge you (or withhold from your refund) a reasonable and proportional amount for the value of Subscription Plan benefits used by you and your account prior to the time of cancellation. No refunds will be provided for termination related to conduct that we reasonably determine violates these Terms of Use or any applicable law, or involves fraud or misuse of the services. Our failure to enforce or insist upon your strict compliance with these Terms of Use will not constitute a waiver of any of our rights.

Trademarks

The Company name, the terms DTX, FLOWCODE, FLOWPAGE, POWERED BY FLOWCODE, FLOWCODE TV, DTC FRIDAY, and all logos and artwork associated with the foregoing terms, and all other product and service names, designs, and slogans appearing on our Sites are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners.

Prohibited Uses

You may use any of our Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use any of our Sites or the services provided through our Sites:

  1. In any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries), or any third-party privacy policy or terms and conditions to which you are subject.
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any of our Sites, or which, as determined by us, may harm the Company or users of any of our Sites, or expose them to liability.
Additionally, you agree not to:
  1. Display Flowcodes to individuals you know are under the age of 16.
  2. Display Flowcodes anywhere that children under 16 are likely to use them.
  3. Use Flowcodes to lead to content directed to children under 16 or likely to be of particular interest to children under 16 (“U16 content”).
  4. Create links to U16 content on Personal Flowpages.
  5. Create a Personal Flowpage that itself is U16 Content.
  6. Do anything that makes a child under 16 likely to scan a Flowcode or use your Personal Flowpage.
  7. Use any of our Sites to transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”).
  8. Use any of our Sites in any manner that could disable, overburden, damage, or impair any of our Sites or interfere with any other party’s use of any of our Sites, including their ability to engage in real time activities through any of our Sites.
  9. Use any robot, spider, or other automatic device, process, or means to access any of our Sites for any purpose, including monitoring or copying any of the material on any of our Sites.
  10. Use any device, software, or routine that interferes with the proper working of any of our Sites or services.
  11. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  12. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of any of our Sites, the server on which any of our Sites is stored, or any server, computer, or database connected to any of our Sites.
  13. Attack any of our Sites or services via a denial-of-service attack or a distributed denial-of-service attack.
  14. Otherwise attempt to interfere with the proper working of any of our Sites.
You agree to notify dtx immediately if you become aware that a child under 16 has created or is otherwise using any Flowcodes or Flowpages. If you become aware that a child under 16 has provided information through the contact information widget on your Personal Flowpage, you agree to delete that information and notify dtx. If you become aware that a child under 16 has provided information to dtx in other situations, you agree to notify dtx immediately.

Products or Services Accessed Through the Sites

We disclaim all liability or responsibility for any third-party product or service accessed through or making use of the Sites, including any third-party online property to which a Flowcode or Personal Flowpage links (“Third Party Services”), or any end user’s use thereof. You shall not use the Sites in any manner implying any partnership with, sponsorship by, or endorsement of Third Party Services by us. You will not suggest or imply that we are the author of or otherwise responsible for the views or content of the Third Party Services. You will not use the Sites or any dtx services in connection with any Prohibited Content, or any activities where the use or failure of the Sites could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on us in any manner.

Communications Decency Act Notice

Commercially available parental control protections (such as computer hardware, software or filtering services) may assist you in limiting access to material on the Internet that is harmful to minors. Current providers of such protections include McAfee and Symantec, as well as others available from this Bing search . Please note that we did not create these parental control tools, we have not tested or evaluated them and we do not endorse them. Any use of such tools is at your sole risk. You should not assume that these or any other third-party parental control protections will work well or at all in connection with the Service.

Feedback

If you choose to provide us any comments, suggestions or recommendations regarding the Sites (in written or oral form) (“Feedback”), you further represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide, transferable, sublicensable license to use, modify, prepare derivative works from, publish and distribute the Feedback, and (iv) irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or our Sites.

Monitoring and Enforcement; Termination

We have the right to:

  1. Monitor your use of the Sites for compliance with these Terms of Use.
  2. Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of any of our Sites.
  3. Terminate or suspend your access to all or part of any of our Sites for any or no reason, including any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any of our Sites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information and materials presented on or through any of our Sites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to any of our Sites, or by anyone who may be informed of any of its contents.

Changes to any of our Sites

We may update the content of our Sites from time to time, but their content is not necessarily complete or up-to-date. Any of the material on any of our Sites may be out of date at any given time, and we are under no obligation to update such material. We may also stop providing the Sites or features of the Sites, to you or to users generally, or we may create usage limits for the Sites.

Online Purchases and Other Terms and Conditions

Our Sites may offer, or provide links to other Sites that might offer, the ability to purchase goods or services from us. All purchases through any of our Sites, or other transactions for the sale of goods or services made through any of our Sites, or resulting from visits made by you, are or may be governed by additional terms of sale which will be made available to you at the time of purchase. Additional terms and conditions may also apply to specific portions, services, or features of any of our Sites. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to any of our Sites

You may link to the homepage of any our Sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, partnership, approval, or endorsement on our part without our express prior consent.

Links from any of our Sites

If any of our Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to or through any of our Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

Geographic Restrictions

dtx is based in the State of New York, in the United States. We provide these Sites for use only by persons located in the United States. We make no claims that any of our Sites or any of their respective content is accessible or appropriate outside of the United States. Access to any of our Sites may not be legal by certain persons or in certain countries. If you access any of our Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or any of our Sites - or the destination a person reaches after scanning a Flowcode - will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR ANY WEBSITES LINKED TO OUR SITES, OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY OF OUR SITES, OR ON ANY WEBSITE LINKED TO ANY OF OUR SITES.

YOUR USE OF ANY OF OUR SITES, THEIR RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THIRD-PARTY WEBSITES LINKED THROUGH OUR SITES IS AT YOUR OWN RISK. OUR SITES, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT ANY OF OUR SITES, CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, ANY OF OUR SITES, ANY WEBSITES LINKED TO ANY OF OUR SITES, OR ANY CONTENT OR SERVICES PROVIDED THROUGH OR ON ANY OF OUR SITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT DTX’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM DTX’s OWN INTENTIONAL OR RECKLESS CONDUCT.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its and their respective licensors, licensees, service providers, officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use and/or your use of any of our Sites, including your use of any of our Sites’ content, services, or products other than as expressly authorized in these Terms of Use, your use of any information obtained from any of our Sites and your use of any third-party websites linked from any of our Sites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

Governing Law and Jurisdiction

All matters relating to any of our Sites or these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or any of our Sites shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Third Party Beneficiaries

There are no third party beneficiaries intended under these Terms of Use.

Assignment

These Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Entire Agreement

The Terms of Use, and any terms of sale or additional terms and conditions provided by us that may apply to your relationship to us constitute the sole and entire agreement between you and dtx regarding any of our Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding any of our Sites.

Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Course of Conduct/Trade Practice

In accordance with California Civil Code §1789.3, you may report complaints to the Neither the course of conduct between the parties nor trade practice will act to modify these Terms of Use.

Section Titles

The section headings used herein are for convenience only and shall not be given any legal import.

Interpretation

You agree that these Terms of Use will not be construed against dtx by virtue of having drafted them. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

Your Comments and Concerns

Our Sites are operated by the dtx company, 45 Grand St., New York, NY 10013.