THESE BETA TERMS OF SERVICE (THE “AGREEMENT”), ISSUED BY THE DAISY EDIT, INC., A DELAWARE CORPORATION (“THE DAISY EDIT,” “WE” OR “US”), SETS FORTH THE TERMS BY WHICH YOU (IF REGISTERING AS AN INDIVIDUAL) OR THE ENTITY YOU REPRESENT (IF REGISTERING AS A BUSINESS) (“YOU” OR “YOUR”) MAY USE THE DAISY EDIT PLATFORM AVAILABLE ON THE INTERNET AT https://main.d31bc44i6orlqj.amplifyapp.com (“PLATFORM”). BY EXECUTING CLICK-THROUGH ACCEPTANCE PROCEDURES OR BY USING THE PLATFORM, YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT.
An account is required to use the Platform. During account setup, we require registration information, such as Your or Your representative’s name, email address, account password, public name reference, and related information. This registration information is protected by our Privacy Policy, the most current terms of which are located on the Internet at Privacy Policy and incorporated herein by reference.
Subject to the terms and restrictions set forth in this Agreement, The Daisy Edit grants You a non-exclusive, non-transferable license during the term of this Agreement to access the Platform solely as made available by The Daisy Edit for the sole and limited purpose of evaluating and testing of the Platform by You. EXCEPT FOR THE FOREGOING LICENSE, OWNERSHIP OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE PLATFORM IS AND SHALL REMAIN WITH THE DAISY EDIT AND ITS SUPPLIERS. YOU ACKNOWLEDGE AND AGREE THAT (I) THE LICENSES GRANTED TO YOU BY THE DAISY EDIT UNDER THIS AGREEMENT MAY BE TERMINATED BY THE DAISY EDIT AT ANY TIME WITHOUT LIABILITY OR FURTHER OBLIGATION TO YOU; AND (II) THE DAISY EDIT MAY IN ITS SOLE DISCRETION, AND WITHOUT ANY LIABILITY TO YOU, DELETE OR REMOVE SOME OR ALL OF YOUR DATA STORED ON OR THROUGH THE PLATFORM.
In order to make the Platform available to You, we need Your permission to store and transmit any data you elect to submit or transmit through the Platform (“Your Data”). Accordingly, You hereby grant to The Daisy Edit a license to use, copy, transmit, store and cache Your Data on and through the Platform.
Except as may be expressly set forth herein or in a separately executed agreement, You shall not (i) share Your account on the Platform with a third party, (ii) copy, reproduce, modify, damage, frame, disassemble, decompile, reverse engineer or create derivative works of all or part of the Platform, (iii) interfere with, modify, disrupt or disable features or functionality of the Platform, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Platform; (iv) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Platform to any third party, (v) use the Platform to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service as provided by The Daisy Edit, (vi) remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Platform, (vii) unbundle any component of the Platform, (viii) cause or permit any third party to do any of the foregoing, or (ix) falsely provide information with respect to your account.
The Daisy Edit reserves the rights to impose feature and access limitations on the Platform and to otherwise constrain Your use of the Platform. The Daisy Edit uses reasonable efforts to make the Platform available 7 days a week 24 hours a day. However, The Daisy Edit does not guarantee availability or operation of the Platform. You acknowledge and agree that The Daisy Edit shall not have any liability to You for any unavailability of the Platform, and is under no obligation to provide You with maintenance, technical support or updates for the Platform.
You represent and warrant that: (i) You will use and access the Platform only in accordance with the terms of this Agreement; (ii) You shall comply with all applicable laws, rules, regulations and restrictions of the jurisdictions in which You reside; and (iii) You have all necessary rights to Your Data and that use of Your Data as contemplated herein does not violate, infringe upon, or misappropriate any third party rights.
Any feedback provided by You regarding the Platform and the results of use or testing of the Platform by You (collectively, “Feedback”) are the proprietary and confidential information of The Daisy Edit, and You hereby assign all right, title and interest in and to such Feedback, including all intellectual property rights therein, to The Daisy Edit. You agree not to disclose or provide such information to any third party. However, You may disclose confidential information in accordance with judicial or other governmental order, provided You shall give The Daisy Edit reasonable written notice prior to such disclosure and shall provide The Daisy Edit with the opportunity to obtain a protective order or equivalent protection. Further, You shall not be liable to The Daisy Edit for disclosure of information which You can prove (a) is already known to You without an obligation to maintain the same as confidential; (b) becomes publicly known through no wrongful act of You; (c) is rightfully received from a third party without breach of an obligation of confidentiality owed to The Daisy Edit; or (d) is independently developed by You without use of or access to the Platform and Platform.
Unless otherwise agreed upon by The Daisy Edit and You in writing, this Agreement is effective until terminated as provided in this Agreement. This Agreement will terminate immediately without notice to You upon the earlier of (i) Your breach or failure to comply with any term or condition of this Agreement; (ii) by The Daisy Edit or You at any time and for any reason; or (iii) upon public commercial launch of the Platform, in which case Your continued use of the Platform and any of Your Data on the Platform shall be subject to the Terms of Service for the Platform made available at that time. The Daisy Edit reserves the right to modify this Agreement and/or to limit access to Your use of the Platform, at any time in its sole discretion. You may terminate this Agreement at any time by contacting The Daisy Edit at Info@TheDaisyEdit.com. Upon termination, the licenses granted to You shall cease and Your rights to use and access the Platform shall end. The liability limitations and protections afforded to The Daisy Edit as set forth in this Agreement, the ownership provisions of this Agreement, provisions which by their terms are to survive expiration or termination of this Agreement, this paragraph, and following Sections, including any subsections, shall survive termination or expiration of this Agreement: “Restrictions,” “Representations and Warranties,” “Confidentiality,” “Disclaimer,” “Limitation of Liability,” “Indemnification” and “General.” YOU ACKNOWLEDGE AND AGREE THAT ALL DATA STORED ON THE PLATFORM MAY BE DELETED BY THE DAISY EDIT UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT UNLESS OTHERWISE AGREED UPON IN WRITING BETWEEN YOU AND THE DAISY EDIT.
THE PLATFORM AND ANY RELATED CONTENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DAISY EDIT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE DAISY EDIT DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE PLATFORM OR RELATED CONTENT AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE PLATFORM OR RELATED CONTENT AND SERVICES WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE PLATFORM OR RELATED CONTENT AND SERVICES WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM AND RELATED CONTENT AND SERVICES REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE DAISY EDIT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR RELATED CONTENT AND SERVICES, EVEN IF THE DAISY EDIT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold The Daisy Edit and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, costs and expenses, including but not limited to reasonable attorneys' fees, resulting from (i) a violation or breach of this Agreement by You, or (ii) The Daisy Edit's authorized use of Your Data or other content provided by You or obtained by The Daisy Edit as authorized by You under this Agreement.
You agree to comply with any local laws and regulations regarding Your right to access the Platform. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its conflicts of laws rules. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to this Agreement. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in San Mateo County, California, for all claims arising out of or relating to this Agreement or the relationship between the parties. The headings contained in this Agreement are for reference only and shall not affect the meaning of any of the provisions of this Agreement. The Daisy Edit may modify or amend this Agreement at any time by sending You notice of such modification or amendment to the contact information provided during registration. Such amendments and modifications shall be effective upon notice. Neither this Agreement nor any rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of The Daisy Edit. Any assignment in violation of the foregoing shall be null and void. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt to effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. The Daisy Edit shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. This Agreement sets forth the entire understanding and complete and exclusive statement of the agreement between The Daisy Edit and You regarding the subject matter set forth herein and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. You have no third party beneficiaries to this Agreement. Notwithstanding any law, rule or regulation to the contrary, You agree that any claim or cause of action You may have arising out of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default. If You are accepting this Agreement from Canada, You agree to the following: The parties hereto confirm that it is their wish that this Agreement have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord soient rédigés en langue anglaise.
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Last updated January 9, 2025