TERMS OF SERVICE

Last updated: July 28, 2022

These Terms of Service (this “Agreement” constitute a legally binding agreement between the user (“User” or “you”) of the Do What Works website and services on the one hand and and Do What Works Inc., a Delaware corporation, with principal offices at 100 Red Hill Rd, Middletown, NJ 07748 (“DWW,” “we,” or “us”) on the other, as described herein.

Please make sure you fully understand the contents of this Agreement. If you have any doubts about any of your rights and obligations resulting from your acceptance of this Agreement, please consult us or obtain legal support.

IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NEITHER CONTINUE WITH THE PROCESS OF REGISTRATION NOR FURTHER USE THE SERVICES.

  1. Acceptance of Agreement.
    1. Binding Agreement. By using the DWW website located at https://www.dowhatworks.io (the “Site” and/or the Services (as that term is defined in Section 2, below), you represent that (1) you have read, understand, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with DWW, (3) all registration information you submit is truthful and accurate and that you will maintain the accuracy of such information, (4) your registration does not and will not violate any applicable law or regulation, and (5) you have the authority to enter into this Agreement personally or on behalf of the company or other organization you have named as the user, and to bind that entity to this Agreement. In the event you are agreeing to this Agreement on behalf of a company or organization, “you,” “your,” and “yours” will refer to the entity you are representing.
    2. No minors.  The Site and Services are not intended for use by children, and those under the age of 18 should not proceed to use the Site. If you are using the Site you agree that you are at least 18 years old or have parental consent for using the Site. Notwithstanding the foregoing, in case you are less than 16 years old, you are strictly prohibited from using the Site. By using the Site, you warrant to us that you are above the age of 16. In addition, parents or guardians of children over the age of 16 should be aware that the Site is designed to appeal to a broad audience. Accordingly, it is your responsibility to determine whether any portion of the Site is inappropriate for your child. We do not knowingly collect personally identifiable information from children under 16 years of age.
  1. SERVICES
    1. Definition. The “Services” consist of a suite of online marketing and management tools accessible at and/or through the Site, and are used for monitoring and assessing the efficacy of website, email, and search advertising assets. Among other things, the Services enable Users to (a) review third party websites and assets, (b) obtain information related to the ongoing online advertising campaigns, (c) generate reports and analytics on web pages, email, and search advertising assets and/or other online advertising campaigns, and (d) access an extensive array of resources, including but not limited to, an online platform.
    2. Changes. We reserve the right to change the terms or specifications of any Services in our discretion, with or without prior written notice to the Users, by replacement of text of this Agreement or description of paid subscription plans on the Site or by written notice to you. Any changes will take effect immediately unless otherwise stated in the notice of change. If any amendment is unacceptable to you, your only recourse is to terminate relations with DWW. Your continued use of the Services following our notice of change will constitute a binding acceptance of the Agreement, as amended.
    3. Additional Services. Unless explicitly stated otherwise, any new features that augment or enhance the currently offered Services, including the release of new DWW services, shall be subject to this Agreement.
    4. Right to Use Services. DWW hereby grants you permission to use the Services and the Site solely as set forth in this Agreement and in the manner set forth on the Site.  As necessary, the Services may require you to login (using username and password and/or other authentication).  In the event of any conflict between the terms of this Agreement and the Site, the terms of this Agreement shall prevail. Any use of the Services other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion.
    5. Support and Enhancements.
      1. Technical Support. You will be entitled access to customer support personnel by email for reporting issues of all types associated with the Services.
      2. Modifications and Enhancements. DWW will utilize commercially reasonable steps to furnish upgrades for the Services if, as, and when publicly released by Company during the term of the Agreement.
    6. Suspension or Termination of Services. Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, applicable law or otherwise, suspend or terminate any or all of the Services, effective immediately upon issuance of a written notice. Such suspension or termination may also apply, as the case may be, to specific jurisdictions, lines of business and otherwise or to a specific customer or a group of Users. Notwithstanding the foregoing, solely with respect to Users of paid Services, whenever reasonably possible, such Users may be given up to thirty (30) days after notice of suspension or termination of their User account to back-up the data stored in their account before it may be removed entirely from our servers.
    7. Third Party Services. We reserve the right to use third party service providers in the provisions of all or part of the Services including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for services provided by any third party.
    8. Changes and Errors. Prices and availability of products and services are subject to change without notice. Errors will be corrected where discovered, and DWW reserves the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions, including after an order has been submitted, whether or not the order has been confirmed and whether or not you have been charged.
  1. REGISTRATION, ACCOUNT, AND USE
    1. Use of the Services. You may use the Services either as a registered or as an unregistered User. However, you may not use the Services, either as a registered or an unregistered User if you are not of legal age to enter into a contract in your jurisdiction or if do not have the authority to accept this Agreement. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18 without verification of parental consent, we will delete that information as quickly as possible.
    2. Acceptance. By using the Services, you accept the terms of this Agreement and you fully authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy, which forms an integral part of this Agreement.
    3. User Representations. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not violate any applicable law or regulation.
    4. Registration; Billing. To register as a User, you have to create a user account on the Site by following registration procedures and instructions set forth therein. There is no cost to create a DWW User account. However, in order to access certain paid features of the Services, you will be required to provide billing details. As a registered User, you agree to notify us promptly of any changes to your billing details. User account is intended and designed for use by an individual user, unless otherwise stated in your DWW subscription plan. You may not give access to your User account to additional users, in excess of the number of users specified in your DWW subscription plan. If DWW detects multiple users frequently accessing the same User account from various locations, devices, IP addresses, DWW may immediately suspend or terminate this User account in its sole discretion.
    5. Login, Password.You are solely and fully responsible for the maintenance of all of your DWW user accounts, including, but not limited to, your User login and password.
    6. User Responsibilities. You are responsible for all of the following with respect to your use of the Services:
      1. maintaining the security of your User account and all the activity that occurs on your User account;
      2. maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary;
      3. obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges); and
      4. obtaining and maintaining all equipment necessary to access the Services.
    7. Prohibited Uses. You are expressly prohibited from using the Services in any of the following ways or for any of the following purposes, or from taking any of the following actions:
      1. to attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any DWW server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means;
      2. to frame or mirror any part of the Site;
      3. to probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site;
      4. to probe, scan, or test the vulnerability of any Property’s infrastructure, network security, data security or privacy compliance;
      5. to perform any form of security research related to a Property;
      6. to knowingly violate the terms of service, security, or privacy policies of any third party;
      7. to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or its systems or networks, or any systems or networks connected to the Site;
      8. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site;
      9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to DWW on or through the Site or any Service offered on or through the Site;
      10. hold yourself out as, or pretend that you are or that you represent, someone else, or impersonate any other individual or entity, including, but not limited to, DWW and/or its employees;
      11. use the Site or the Services, or post any messages or content, for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of DWW or third parties;
      12. circumvent or manipulate our fee structure, the billing process, or fees owed to us;
      13. copy, modify, or distribute rights or content from the Services or our copyrights and trademarks;
      14. use the Services in order to provide similar services to any third party or for competing with our Service;
      15. use our Services or content on any platform or website not provided and approved by us, make any misrepresentations or abuse our Services, or otherwise violate anyone’s rights or any applicable laws. Failure to abide by any of these rules may bring us to cancel your account and stop providing you with any Services;
      16. use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other applicable laws; or
      17. use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. You will not upload or transmit viruses, worms or any other destructive code. The restriction in this Section applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services.
    8. Permission Required. You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically allowed under your paid subscription plan, (i) copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services or any data resulting therefrom; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (iii) make derivative works of the Services; (iv) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Site or Services; (v) modify another website so as to falsely imply that it is associated with the Services, DWW or any other DWW products or services; or (vi) make the Site or Services or any part thereof available to others in a service undertaking or outsourcing arrangement or for any other commercial time-sharing, data processing or other third party use.
    9. Special Access and Testing. If you are invited or clearly provided with access to beta testing new tools and resources, which are not made available to our users broadly, you should not rely on, nor expect, the continued availability of these new tools and resources. Any such access to beta test new tools and resources, if any, is conditioned upon your agreement not to disclose any information about these new tools and resources or your experience with using them to third parties.
    10. Assignment. A User may not assign, transfer, exchange, pool or barter any of its rights or obligations under this Agreement or the User account, unless expressly permitted by DWW in writing. Any violation of the foregoing restrictions is grounds for immediate User account termination. For changes in access under corporate subscriptions to the Services we may require from you a detailed explanation of changes in your circumstances, along with confirmation of employment and other reasonable information and relevant documents.
    11. De-Registration. You may delete your User account at any time. Note that doing so will delete all your data and information stored on DWW servers and DWW will bear no responsibility for such loss of data or information. All fees for Services incurred prior to de-registration will be due and owing, until paid in full, such de-registration notwithstanding.
    12. Termination by DWW. DWW reserves the right to terminate any User account for abusive or fraudulent activity, for failure to comply with this Agreement, or for any other reason in its sole discretion.
  1. FEES
    1. Service Fees. With respect to paid Services, User will be charged the fees as we agree, or as otherwise offered on the Site or otherwise by DWW for a particular subscription plan (the “Fees”). The Fees, unless explicitly shown during the process of purchasing a subscription plan and following confirmation thereof, are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.
    2. Promotional Giveaways. From time to time we may offer promotional giveaways of the Services, subject to the specific rules that we will announce at the time of any such promotional giveaway. Users shall bear sole responsibility for any and all income tax consequences that may result from their winning any such giveaway. Further, solely to the extent required by applicable laws, Users agree to submit to us duly completed tax forms, to enable us to make all required filings with tax authorities.
    3. Change in Fees. We may change the Fees and/or introduce new charges in addition to the Fees in our sole discretion upon thirty (30) days’ prior written notice to the User. Notwithstanding the foregoing, we may increase the Fees, immediately and with contemporaneous notice, in the event of (a) any change in the services or fees of our third party service providers; (b) changes in the Services which are made at your request; or (c) delays and/or other issues due to User failure to fulfill User obligations or due to User request to delay work for any reason.
    4. Payment. Any Fees shall be prepaid one month or one year in advance, or as otherwise offered on the Site for a particular subscription plan, at the option of the User by credit card or another payment method accepted on the Site. All prepaid amounts and service plans will be reflected in the User account. Any bank fees and charges shall be borne solely by User.
    5. Refund policy. We provide paid Services on a prepaid basis. Users may discontinue their use of any Services at any time in accordance with instructions posted on the Site. The date and time of any cancelation of paid Services shall be the date and time on which the User completes the full cancelation process. The Fees for the Services may be refundable in whole or in part as set forth herein or otherwise provided in writing by DWW.
    6. Bad faith activities. Repeated registrations or/and subscriptions for paid Services and cancellations, followed by requests for refunds, by a User may, in our sole discretion, be deemed to be in bad faith, and we reserve the right to withhold service to any such offending User and refuse any refund otherwise available to such User.
  1. INTELLECTUAL PROPERTY
    1. All Rights Reserved. User acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, data base rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Services, the platform used to provide the Services (technology, hardware, software, etc.), any code or software (SDK, API, etc.) which may be provided to User or for User’s use under this Agreement and any work products created and/or delivered herein and related documentation (forming the DWW Site and Services) are and will remain solely and exclusively our property and/or the property of DWW, DWW licensors or affiliates. User is granted no title or ownership rights in the DWW Site or Services. User’s right to use the Site, Services and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
    2. DWW Marks. DO WHAT WORKS and the DO WHAT WORKS logo, and the look and feel of the materials provided in connection with the Services are trademarks, DBAs, and trade dress and/or service marks (collectively, the “Marks”) of DWW and/or our affiliates and subsidiaries. Other marks, graphics, icons, names and logos used or displayed on or through the Site and/or Services are trademarks, trade dress and/or service marks are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties’ terms and conditions. User may not use any metatags or any other “hidden text” utilizing any of the aforementioned trademarks, trade dress and/or service marks without our and respective owner’s prior written permission. User’s right to use the Marks is strictly limited to the manner of use as instructed and approved by us, which right may be revoked or changed at any time at our (or the respective owners’ or licensors’) sole discretion. User will accordingly change or remove such display of materials immediately upon request by us or the respective Mark owners or licensors. User acknowledges and agrees that User shall not contest the ownership of the Marks on the Site for any reason. User’s permission to use or display of Marks will terminate effective upon the termination of this Agreement, suspension of the Services or upon notification by us or the respective owner or licensor to discontinue such use or display.
    3. User’s Marks. User hereby grants us a worldwide, non-exclusive, unlimited and royalty-free license to use User’s brands, names, logos, trademarks, trade names and service marks as used by User for informational and advertising purposes only.
    4. Third Party Content Ownership.  The Site and Services may contain links to other independent third-party websites (“Properties”) and content (including, without limitation, text, photographs, images, graphics, designs, audio, video, games, applications, software, and files) owned by, or originating from, third parties (“Third Party Content”). Such Properties and Third Party Content are not under DWW’s control, and DWW is not responsible for and does not endorse the content of such Properties, including any Third Party Content and/or information or materials contained on such Properties. DWW’s inclusion of any Properties and Third Party Content on the Site and/or in the Services does not imply approval, partnership, or endorsement of such Properties or Third Party Content by DWW. If you follow a link to a Property or otherwise access a third party website, you do so solely at your own risk, and neither this Agreement nor DWW’s Privacy Policy and other policies and practices apply to your use or access of such Properties. Reference to any products, services, content, or other information, whether by trade name, trademark, service mark, manufacturer, supplier, or otherwise, does not constitute or imply sponsorship, endorsement, or recommendation by, or any affiliation with, DWW. You will need to make your own independent judgment regarding your interaction with Properties. You are solely responsible for complying with all of the terms and conditions and privacy policies applicable to your use of such Properties or Third Party Content. DWW makes no representations and/or warranties concerning the Properties and/or Third Party Content, and User uses such properties and materials at its own risk.
    5. DMCA. If you believe that any material on, in, or connected to the Site constitutes copyright infringement, you shall provide DWW with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.Our DMCA Agent for notice of claims of copyright infringement is:legal@dowhatworks.ioDo What Works
      Attn: Legal Department100 Red Hill Rd
      Middletown, NJ 07748
      (862) 256-3455
    6. Feedback. Users are under no obligation to give DWW any ideas, suggestions, comments or other feedback related to the Site, the Services, or the business or operations of DWW. If any User shares ideas, suggestions, comments, or other feedback with DWW, DWW will own such idea, suggestion, comment or feedback. User hereby assigns all of User’s right, title, and interest in such idea, suggestion, comment, or feedback to DWW and agrees that DWW will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.
  1. TERMINATION
    1. Termination right. DWW may terminate this Agreement at any time in its sole discretion with 30 days prior written notice to you.
    2. Effect of termination. Upon termination of this Agreement, all rights of the affected User with respect to the use of Site or Services shall terminate immediately.
    3. Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
    4. Additional actions resulting from termination.
      1. DWW may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site and/or Services, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) DWW’s rights or property, or the rights or property of visitors to or users of the Site and/or Services, including DWW’s customers. DWW reserves the right at all times to disclose any information that DWW deems necessary to comply with any applicable law, regulation, legal process, or governmental request. DWW also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
      2. You acknowledge and agree that DWW may preserve any transmittal or communication by you with DWW through the Site or any service offered on or through the Site, and may also disclose such data, if required to do so by law or if DWW determines that such preservation or disclosure is reasonably necessary either to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of DWW, its agents and employees, users of the Site and/or Services, and the public.
      3. You agree that DWW may, in its sole discretion and without prior notice, terminate your access to the Site and/or Services and/or block your future access to the Site and/or Services, if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of any of our Services. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to DWW, for which monetary damages would be inadequate, and you consent to DWW obtaining any injunctive or equitable relief that DWW deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies DWW may have at law or in equity.
      4. If DWW does take any legal action against you as a result of your violation of this Agreement, DWW will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to DWW. You agree that DWW will not be liable to you or to any third party for termination of your access to the Site and/or Services as a result of any violation of this Agreement.
  1. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY.
    1. Disclaimer. EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES AND THE SITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE SITE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES LINKED TO ON THE SITE.  YOU USE THE SITE AND SERVICES AT YOUR OWN RISK.
    2. Limitation of Liability. In no event shall DWW, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services or the Site. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) fifty dollars ($50) or (b) amounts you have paid to us in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
    3. Third Party Products and Services. DWW does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site or any hyperlinked website or featured in any banner or other advertising, and DWW will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
    4. Other Jurisdictions. We make no representations that the Services or the Site are appropriate or available for use in all locations. Those who access or use the Services or the Site from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.
  1. INDEMNITY. You agree to defend, indemnify and hold harmless DWW and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services and the Site; (b) your violation of any term of this Agreement; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Site.
  2. EXPORT RESTRICTIONS. Exports, re-exports, and transfers of DWW products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the Site content and the Services (the “DWW Items”) are subject to US export controls and sanctions, the most important of which are administered by the Commerce Department’s Bureau of Industry and Security (“BIS”) under its Export Administration Regulations (“EAR”), the Treasury Department’s Office of Foreign Assets Controls (“OFAC”) under its Foreign Assets Control Regulations, and other applicable export control laws and regulations of non-U.S. government agencies. You may not access, download, distribute, use, export, or re-export the DWW Items in violation of United States export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the DWW items in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will you use the DWW Items for a military end-use or a military end-user in China, Russia or any other country designated in EAR Supplement No. 1 to Part 740, Country Group D1. The DWW Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By agreeing to this Agreement, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the DWW Items with anyone whose status is described in items (i) and (ii) above.
  3. GENERAL PROVISIONS
    1. Assignment. This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the forgoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
    2. Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties’ equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
    3. Governing Law and Jurisdiction. This Agreement and any dispute arising between the parties in connection with it shall be governed by the laws of the State of New York without reference to its conflicts of law provisions and/or principles. The federal and/or state courts in the State of New York, as applicable, shall have exclusive jurisdiction in any legal proceedings resulting or connected with this Agreement, and the User hereby irrevocably submits to such exclusive jurisdiction. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
    4. Electronic Notices. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
    5. Entire Agreement. This Agreement, together with the Privacy Policy, shall constitute the entire agreement between you and DWW concerning your use of the Site and the Services.
    6. No Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
    7. Severability. All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
  1. PRIVACY. Use of the Services is also governed by our Privacy Policy, the provisions of which are adopted herein by reference so when we refer to this Agreement we also refer to the Privacy Policy.
  2. CONTACT. We are always available to be reached by email at help@dowhatworks.io

Last updated: 10/1/2019