divShare Terms of Service

Diversion Web Publishing, LLC

Last updated on December 20, 2010  

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE WWW.DIVSHARE.COM WEBSITE OR RELATED SERVICES.

Welcome to divShare.com operated by Diversion Web Publishing, LLC ("divShare", "we" or "us").

1. Description of the divShare Service  

DivShare is providing the User with an online resource for uploading, hosting and sharing files. The User must provide (1) all equipment necessary for their own Internet connection, including computer and modem and (2) provide for User’s access to the Internet, and (3) pay any fees relate with such connection. 

divShare is a leader in media filesharing where you can store, share and publish. divShare's cloud-based service is based on the Kadoo Backstage APIs allowing users to privately share or publicly publish all their media files and documents on the Internet, mobile devices and social media sites such as Facebook and Twitter.  DivShare's customizable video players, audio players, and document viewers are for the use of our Users. divShare recently added the ability to stream HD video over the internet to set-top boxes, web-enabled TVs, and a host of other devices including smart phones and tablets.

Kadoo Backstage is a cloud that gives developers access to a quick-to-deploy file backend and a rapidly growing audience of over 2,000,000 users.  Backstage developers gain access to powerful, open source APIs that replace the need for developers to own and maintain their own backend.  With Backstage's cross-cloud compatibility, their users can upload files once and use in any Backstage cloud-based service or application. 

Read this Terms of Service Agreement before accessing this web site. This is a legally binding agreement between you (the "User" or "you") and Diversion Web Publishing, LLC, a New York limited liability company ("Diversion Web Publishing", "DivShare" , "we" or “us”).

This Terms of Service Agreement sets forth the standards of use of the divShare Service (“Service” or “Site”). By using the DivShare.com web site you agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this web site.

In addition to these Terms of Service, your use of the divShare Site and/or Services is governed by our Privacy Policy {link to divShare Privacy Policy here}. You agree to divShare's collection, use and sharing of your information as set forth in the Privacy Policy, which may be amended by us from time to time in our discretion. When using particular Services (as defined below), you will be subject to any posted terms or guidelines applicable to such services, and any other terms or conditions applicable to Services provided by or in conjunction with any of divShare's content and service partners. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Service.

If you do not understand and agree to these Terms of Service, please do not use the divShare Site or any Services (as defined below), and do not register to be a user of divShare. If you have any questions or concerns regarding these Terms of Service, please let us know by contacting us. Do not use the Services until these questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of these Terms of Service.

By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. DivShare is available ONLY TO USERS 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.

2. Modifications to the Terms of Service

We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice.  Modifications shall become effective immediately upon being posted at the divShare web site.  Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications.

If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the Services.  Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions.  Should you have any questions regarding the use of our Site, please contact support@divshare.com.

3. Use of the divShare Services  

Use of the Services is void where prohibited. By accessing or otherwise using the divShare Site and/or Services, you are acknowledging and agreeing, and representing and warranting that (i) you have read, understand, and agree to be legally bound and to abide by these Terms of Service, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Service; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.

You must be an individual of 13 years of age or older to register or use the Services. If you are at least 13 but not yet 18 years of age: Please have your parents or legal guardian review these Terms of Service with you, discuss any questions you might have, and give you their permission to register and use the Services with both your and their full understanding of these Terms of Service. By using the Services, you are telling us that you and your parent or guardian have joined in this agreement.

If you are a parent or guardian: Parents and guardians are advised to exercise supervision over their children's on-line activities. If you do not agree to these Terms of Service, do not let your child use the Services. If you have any further questions about our Services please take a look at our Frequently Asked Questions or contact us at support@divshare.com. If you are the parent or guardian of a child under 13 and believe that he or she is using the Services, please contact us.

DivShare assumes no responsibility for filtering or monitoring the content viewed by its members; accordingly minor members' parents or guardians shall be solely responsible for filtering and/or monitoring their child's use of the divShare Site and/or Services.

We reserve the right, at any time, to: (a) modify or discontinue some or all of the Services, including, but not limited to (i) restricting the time the Services are available, (ii) restricting the amount of use of the Services permitted (which may vary depending on membership level), and (iii) restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of all or part of the Services; (c) modify and/or waive any fees charged in connection with the Services; and/or (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content or feature offered through the Services. Your continued use of the Services following the posting of changes to these TOS will constitute your acceptance of such changes.

Subject to the above, the terms and conditions set forth herein, and any applicable third party restrictions, divShare grants you a revocable, non-transferable, non-exclusive and non-sublicensable limited right and license to view, use and access the Services to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by divShare for such purposes on the divShare Site, solely for your informational purposes and for your immediate and private use; and (b) make purchases of goods and services through links found on or through the Services. At all times you must retain all divShare or third party copyright and proprietary notices contained in the original materials or any copies thereof. All rights to ownership or use not expressly stated herein are reserved by divShare and divShare disclaims any and all implied licenses.

4. Registration  

In order to use certain Services, you must become a registered user of the divShare Site. You agree that divShare Site user names may be refused, changed, removed or replaced by us for reasons including, but not limited to, using a user name to impersonate another person, if a user name is offensive or violates third party intellectual property, etc.  

If you elect to register to use the Services (whether as a basic member, or as a paid subscriber to divShare), utilize the divShare Site and/or participate in any divShare promotions, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the divShare registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate, or incomplete, or divShare has reasonable grounds to suspect that such is the case, divShare has the right to suspend or terminate your account (including paid, membership accounts) and refuse any and all current or future use of the divShare Site and/or Services (or any portion thereof).

In addition to any other Registration Data, to register on the divShare Site you will be required to choose a password. You are solely responsible for maintaining the confidentiality of any password you may use to access the Services, and agree not to transfer your user name or password, or lend or otherwise transfer your use of or access to the Services, to any third party. You are fully responsible for all activity that occurs in connection with your user name or password. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security related to your account or the Services, and to ensure that you "log off"/exit from your account (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

At any time you may elect to become a "Premium" User of the divShare Site by subscribing to divShare Personal, Professional, Professional Plus or Dedicated Services and paying the associated subscription fee(s). divShare Premium users have greater storage and bandwidth allocations, and may have access to more areas, functions and types of Services than basic users. For an in depth description of the divShare Premium-specific services and benefits, as well as current pricing and subscription offerings, click here {insert divShare pricing page here}.

In addition to any other rights or remedies available to it, divShare reserves the right to immediately suspend, terminate, access and investigate the user account of any user upon receipt of a subpoena or law enforcement request, or when divShare believes, in its sole discretion, that a user is transmitting or is otherwise connected with the distribution of unsolicited bulk email messages (SPAM) or any harassing email messages or Forum posts, or with any fraudulent, misleading, illegal or otherwise objectionable activities. Because of the difficulty associated with quantifying damages, if actual damages cannot be reasonably calculated then you agree to pay divShare liquidated damages of $5 for each piece of unsolicited bulk email transmitted from or otherwise connected with your account or the maximum liquidated damages permitted under law, whichever is greater; otherwise you agree to pay divShare's actual damages, to the extent such actual damages can be reasonably calculated.

You agree that divShare, in its sole and absolute discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any User Content or other content within the Services, for any reason, including, without limitation, if divShare believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. DivShare may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Services.

The provisions of these Terms of Service pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive termination.

5. User Conduct and Acceptable Use Policy  

Unauthorized use of the divShare service is expressly prohibited. You may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose.  Furthermore, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of divShare or others. 

To the extent that the Services provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions (“User Content”), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that divShare and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give us the right to distribute your content, additional terms may apply to divShare's usage or distribution of this content.  You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users.  DivShare does not claim any ownership rights in any User Content.

User Content posted by Users is not generally reviewed by divShare.  DivShare shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by users, and may remove or require users to remove all content that divShare, in its sole discretion, deems to be (a) inconsistent with these Terms of Service; or (b) possibly in violation of applicable law. In addition, divShare has the right to remove any content if divShare has reason to believe that displaying such content may infringe the rights of a third party or subject divShare to expense or liability. Please notify support@divshare.com regarding any content that you believe might violate applicable law or your intellectual property rights.

DivShare reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit divShare’s response to a future complaint.  You acknowledge and agree that we shall not assume or have any liability for any action or inaction by us with respect to any User Content. 

DivShare reserves the right, in its sole discretion, to deactivate and/or require a change of name for any user Vanity URL for any reason or for no reason. We may exercise such right at any time, with or without prior notice. Upon receipt of notice from divShare of its decision, subscriber will immediately provide divShare with a replacement name for the Vanity URL acceptable to us, or the Vanity URL will be canceled. Without limiting the generality of divShare's discretion, among the reasons we may determine a Vanity URL is unacceptable are abuse of the feature, violation of any of these terms of service, infringement or potential infringement on third party intellectual property rights such as trademark or copyright, misrepresentation, or failure to pay pursuant to the terms of any service agreement.

Additionally, divShare reserves the right, without limitation, to terminate your access to and use of the Site and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

· You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the divShare Site, computer systems and network, or the Services.

· You may not attempt to interfere with any other person’s use of the Services.

· You may not misrepresent your identity or impersonate any person.

· You may not attempt to gain access to any account, computers or networks related to the Services without authorization.

· You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.

· You may not attempt to charge others to use the Services either directly or indirectly.

· You may not use the Services to participate in pyramid schemes or chain letters.

· You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.

· You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.

· You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

· You may not use the Services to send or otherwise make available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

· You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.

· You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.

· You may not use the Services to harvest or otherwise collecting information about others, including e-mail addresses.

· You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by divShare in connection with the divShare Site or Services.

· You may not use the Services in a manner that results in excessive bandwidth usage, as determined by a representative of divShare. Use of the Services on the Site as well as use of the Services on any desktop application will be applied toward such bandwidth usage.

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of divShare.  DivShare reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit divShare’s response to a future complaint.  You acknowledge and agree that we shall not assume or have any liability for any action or inaction by us with respect to any User Content.  Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.

6. User Content Uploads  

User Content that you upload or otherwise transmit to divShare through the Services shall at all times remain your sole and exclusive property. As such, you shall be solely responsible for your User Content and the consequences of their posting or publication on or via the Services.

By submitting your video(s), you hereby grant divShare and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works to the extent necessary to make video content compatible with any divShare Services), revocable upon removing the video from divShare, to use, copy, transmit or otherwise distribute, perform, modify, incorporate into other works, publicly perform and display your User Content or any portion thereof, in or through any medium, whether now known or hereafter created.

You also grant each user (or specified users, if a video is designated "private") of the divShare Site or Services a limited, non-exclusive, non-transferable, personal and non-commercial license to access and view your video through the divShare Site or any other access point authorized by you and/or divShare. This right to access and view your video shall include, solely to the extent necessary, the right to copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your video. Unless designated "private," all video uploads will be deemed public information. No video upload shall be subject to any obligation of confidence on the part of divShare, and divShare shall not be liable for any use or disclosure of any video.

When you remove or otherwise delete a video from the Services, the licenses granted by you to divShare and the divShare Site users shall terminate within a commercially reasonable time. You understand and agree, however, that divShare may retain (but not display, distribute, or perform) server copies of videos that have been removed or deleted, and that divShare shall have no obligation to attempt to remove from distribution any of your videos that are otherwise publicly available through the Internet or other publicly accessible medium.

DivShare and its service providers utilize diligent efforts to maintain the Services, but divShare and its service providers are not responsible for any defects or failures associated with the Services, including, without limitation, the email service, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.

7. Disclaimer of Warranties  

The divShare Site and Services are provided on an “as-is” and “as available” basis.  To the fullest extent permitted by applicable law, divShare makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise.  DivShare shall have no liability for any interruptions in the use of this web site.  DivShare disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.  Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion may be inapplicable.

8. Limitation of Liability  

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DIVSHARE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DIVSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE DIVSHARE SITE OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES OR OPERATION OF THE DIVSHARE SITE. IN NO EVENT SHALL DIVSHARE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE DIVSHARE SITE.

You acknowledge and agree that divShare and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for (i) any unauthorized access to or alteration of your postings, messages, text, files, images, photos, video, sounds, or other materials (“User Content”); (ii) any User Content sent or received or not sent or received, (iii) any User Content stored on storage devices owned, operated or controlled by divShare, (iv) any User Content or conduct of any third party, including, but not limited to, content sent using and/or included within the Services provided by any other user of the divShare Site or any third party licensors or suppliers of divShare.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY BOX.NET PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. 

In the event that, notwithstanding the foregoing disclaimers and indemnification, divShare is found responsible to any User for any reason whatsoever, divShare's responsibility shall be limited to the amounts actually paid by such user for divShare's services, and shall not include punitive damages or consequential or resulting damages of any nature.

9. Indemnification  

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS DIVSHARE,  ITS PARENTS, AFFILIATES AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES, AGENTS AND THIRD-PARTY PROVIDERS, TO, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE DIVSHARE SITE OR SERVICES, YOUR VIOLATION OF THESE TERMS OF SERVICE OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY DIVSHARE OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.

DivShare reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with divShare in asserting any available defenses.

10. Modifications and Interruption to Service  

DivShare and its service providers utilize diligent efforts to maintain the Services, but divShare and its service providers are not responsible for any defects or failures associated with the Services, including, without limitation, the email service, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.

DivShare reserves the right to modify or discontinue the Service with or without notice to the User. DivShare shall not be liable to User or any third party should we exercise our right to modify or discontinue the Service. User acknowledges and accepts that divShare does not guarantee continuous, uninterrupted or secure access to our web site and operation of our web site may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

11. Third-Party Sites  

The Services and certain User Content may contain, and other users or third parties may provide, advertisements for or links to other Internet sites or resources. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.  We may also provide some content to you as part of the Services.  We encourage all Users to review said privacy policies of third-parties’ sites.

These sites and resources are not controlled by divShare, and the mere existence of the link on the divShare Site does not imply an endorsement or sponsorship by us. External web sites and resources are not subject to these Terms of Service or the divShare Privacy Policy, and may be subject to other terms and conditions or policies posted therein. Because we have no control over such sites and resources, you acknowledge and agree that divShare is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any User Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that divShare shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any User Content, goods or services available on or through any external site or resource. Your use of external sites or resources is at your own risk.

All transactions using divShare's services are between the transacting parties only. DivShare is not an agent of any transacting party.  Any such activities, and any terms associated with such activities, are solely between you and the applicable transacting party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content.  DivShare shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.  You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

12. Disclaimer Regarding Information Provided by Users  

You understand that User Content posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such User Content originated. You are entirely responsible for all User Content that you post or otherwise make available via the Service. You understand that divShare does not control, and is not responsible for, User Content made available through the Service.

You acknowledge that divShare does not pre-screen or approve User Content, but that divShare shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any User Content that is available via the Service, for violating the letter or spirit of the Terms of Service or for any other reason. You agree not to use the Service to transmit any User Content that infringes upon a copyright, or violates applicable state, federal, or international laws, regulations or other government requirements.

divShare can make no representations or warranties as to the accuracy or reliability of any information provided on this web site. DivShare makes no warranties or representations whatsoever with regard to any product provided or offered by any user who posts content on the web site, and you acknowledge that any reliance on representations and warranties provided by any user shall be at your own risk.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that divShare shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that divShare is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release divShare, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

13. Governing Jurisdiction of the Courts  

Our web site is operated and provided in the State of New York.  As such, we are subject to the laws of the State of New York, and such laws will govern this Terms of Service, without giving effect to any choice of law rules.  We make no representation that our web site or other services are appropriate, legal or available for use in other locations.  Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of New York. 

14. Compliance with Laws  

User assumes all knowledge of applicable law and is responsible for compliance with any such laws.  User may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

15. Copyright and Trademark Information  

All Services included or available on this Site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is Copyright 2010 Diversion Web Publishing, LLC, with all rights reserved, or is the property of third parties protected by intellectual property rights.  Any use of materials on the web site, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of divShare is strictly prohibited.  Users agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of divShare.

  16. Intellectual Property Rights and Notices  

Except for the licenses granted herein, you have no right, title or interest in or to divShare Services. You agree that divShare or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the divShare Service.

All contents of the divShare’s Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2010 Diversion Web Publishing, LLC, and/or the proprietary property of its suppliers, affiliates, or licensors.  The Services may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web site or other networked computer environment) without the express prior written consent of divShare and/or it suppliers, affiliates, or licensors.  All rights reserved. 

DivShare and the divShare logo are including without limitation, either trademarks, service marks or registered trademarks of Diversion Web Publishing, LLC, and may not be copied, imitated, or used, in whole or in part, without divShare’s prior written permission or that of our suppliers or licensors.  Other product and company names may be trade or service marks of their respective owners. 

DivShare may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services.  Unless we have granted you licenses to our intellectual property in these terms and conditions, our providing you with such Web pages does not give you any license to our intellectual property.  Any rights not expressly granted herein are reserved.

17. Notices and Procedure for Making Claims of Copyright Infringement  

DivShare respects copyright law and expects Users to do the same.  DivShare expressly prohibits the use of its Services for the illegal transmission of copyrighted material, and will respond if notified by content owners to disable copyrighted material from being transmitted via its Services.  In addition, divShare may disable individual accounts if these accounts are found to be illegally transferring copyrighted material.

If you believe that your work has been copied in a way that constitutes copyright infringement, please contact support@divshare.com and provide the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the Site; (4) Your address, telephone number, and e-mail address; (5) 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; (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 the copyright owner’s behalf.

18. Notification of Claimed Copyright Infringement  

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, divShare designates as its agent for receipt of notifications of claimed copyright infringement, legal@divshare.com

19. Other Terms  

If any provision of this Terms of Service Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.  You agree that this Terms of Service Agreement and any other agreements referenced herein may be assigned by divShare, in our sole discretion, to a third party in the event of a merger or acquisition.  This Terms of Service Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User.  User agrees that by accepting this Terms of Service Agreement, User is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy. 

20. Privacy  

DivShare has established a Privacy Policy to explain to Users how their information is collected and used, which you can read on our Site.  Your use of the Services signifies acknowledgment of and agreement to the divShare Privacy Policy.  You further acknowledge and agree that divShare may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of divShare, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

21. Premium Accounts  

DivShare offers its users the ability to purchase "Premium” accounts that confer on the bearer additional and advanced functionality for a fee. DivShare may, at its discretion, cancel a user's premium account or underlying account for any reason, including violation of these Terms of Service. Under such circumstances divShare will refund to the account holder a pro-rated portion of their paid professional account fees, rounded to the nearest unused whole month.

DivShare respects the intellectual property of others, and we ask our users to do the same. DivShare may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. DivShare will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. Our DMCA Notifications and Counter-Notifications process is available, and is hereby incorporated by reference into these Terms of Service.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide divShare's Copyright Agent with a written notification containing all of the requisite information at legal@divshare.com.

Similarly, if you believe that your work has been removed or disabled by mistake or misidentification, please provide divShare with a written counter-notification containing all of the requisite information, legal@divshare.com.

22. Electronic Delivery/Notice Policy And Your Consent  

By using the Services, you consent to receive from divShare all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. DivShare may provide such electronic Contract Notices by posting them on the divShare Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the divShare Site and Services.

No failure or delay by DivShare in exercising any right or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under these Terms of Service. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Last updated by divShare December 20, 2010