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Delvv Website Terms of Service
 

This Terms of Service are effective as of: 10 September 2016 ("Effective Date")
 

READ THIS TERMS OF SERVICE CAREFULLY BEFORE BROWSING THIS WEBSITE OR USING ANY OF THE SERVICES. YOUR CONTINUED USE OF THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND AGREE TO THE TERMS CONTAINED HEREIN. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THIS TERMS OF SERVICE.

  1. Introduction:

 

  1. This website [www.delvv.io] (the "Website") is made available, and owned by Delvv (Pty) Ltd (hereinafter referred to as "Delvv", the “Company”, "we", “our" or "us").  Any reference to "Delvv", "we", "our" or "us" includes our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.

 

  1. These terms (the "Terms") apply to any person who uses the Services, accesses, refers to, views and/or downloads the information made available by us on the Website for whatever purpose ("Content") (hereinafter referred to as “user”, "users", "you" or "your").

 

  1. You agree that you are solely responsible for obtaining and maintaining all facilities, services, products and equipment which may be required by you to use the Website and the Services, as defined below.  You must, at all times, provide your own hardware, software as well as a modem and internet connectivity and telecommunications infrastructure.

 

  1. Terminology

 

  1. The following terminology applies to these Terms:

 

  1.  “Brief” refers to a User Submission, as received by Delvv, requiring the creative and/or research services of Delvv's network of creative professionals;

 

  1. “Data Messages” refers to data generated, sent, received or stored by electronic means;

 

  1. “Services” bear the meaning as assigned to it in clause 3.1 below.

 

  1. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

 

  1. Description of Services

 

  1. Delvv provides an online means for connecting clients from around the world to professional creatives, which provide creative and/or research services, and in this regard, Delvv makes this Website available for users to post Briefs, professional creatives to monitor assigned activities, and for them to update their profile information (the “Services”).[K1] 

 

  1. Your Agreement to these Terms

 

  1. By continuing to access our Website or use our Services in any way, you agree that you enter into a legally binding agreement with us upon these Terms as read with our Privacy Policy which is accessible at [http://delvv.io/privacy-policy] [K2] ("Privacy Policy").

 

  1. This Agreement, the Privacy Policy, and any additional document we incorporate by reference in this Agreement, constitute the complete and sole memorial of the agreement between you and Delvv (the “Agreement”).

 

  1. If you do not agree with any term or condition in the Agreement or any additional documents we incorporate by reference, or any subsequent changes thereto, or become dissatisfied with us, the Website or our Privacy Policy, you must discontinue your use of the Website and/or our Services.

 

  1. These Terms may be updated or amended by us at any time in our sole discretion. Each time you use the Website and/or our Services, it is your responsibility to review these Terms and the Privacy Policy in case of any such updates or amendments, but the effective date of such updates or amendments will be brought to your attention by virtue of the Effective Date which appears at the top of these Terms and/or the Privacy Policy. If you do not agree to our updates or amendments, you must discontinue your use of the Website and/or our Services.

 

  1. You may print a copy of these Terms.  If you have any difficulty printing these Terms or require assistance in obtaining a hard copy or electronic copy of these Terms, you should contact our support team via email to info@Delvv.io.

 

  1. Accessing and the use of the Website and/or the Services

 

  1. The Website may contain links to other third party websites or other utilities, including (without limitation) social media platforms ("Third Party Websites").  If you link to Third Party Websites, you may be subject to those Third Party Websites’ terms and conditions and/or other policies.

 

  1. We do not permit copyright infringing activities and infringement of intellectual property rights on the Website, and we may, at our sole discretion, remove any infringing content if we are of the view that such content infringes on another's intellectual property rights or our own.

 

  1. Hyperlinks provided on this Website to Third Party Websites, are provided "as is" and Delvv does not necessarily agree with, edit or sponsor the content on such websites.  No person, business or website may frame this Website or any of the pages on this Website in any way whatsoever.

 

  1. Intellectual Property Rights

 

  1. The Website and its contents are the property of Delvv and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website and/or the Service is the exclusive property of Delvv and is, likewise, protected by South African and international copyright laws.

 

  1. Except as stated in this Agreement, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African and/or international copyright laws or without the prior written permission of Delvv or the copyright owner, and further, should such consent be provided, Delvv reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.

 

  1. You are expressly prohibited from “mirroring” any content contained on the Website, on any other server or otherwise, unless with the prior written permission of Delvv, and further, should such consent be provided, Delvv reserves its right to withdraw such consent at any stage, in its sole and absolute discretion.

 

  1. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of the Website, so long as the link does not portray Delvv, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Delvv logo or other proprietary graphic or trademark as part of the link without the express permission of Delvv, its affiliates or content suppliers.

 

  1. All trademarks and copyrights, as also any other intellectual property rights, in and to any of the content are the exclusive property of Delvv.

 

  1. User Content

 

  1. Certain areas of this Website may permit Users to submit Briefs, feedback, information, data, text, software, images, messages, or other materials (each, a “User Submission”). Users are solely responsible for all User Submissions and that, apart from Briefs, any such User Submission is considered both non-confidential and non-proprietary.

 

  1. Further, Delvv does not guarantee that the subsequent ability to edit or delete any User Submission.

 

  1. In submitting any User Submission, users make the following representations and warranties:

 

  1. all rights in and to such User Submissions (including, without limitation, all rights to the reproduction and display of such User Submissions) are obtained by such user, or, alternatively, all necessary rights in and to such User Submissions have been obtained;

 

  1. all necessary license fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of User Submissions have been paid prior to your submission of same to the Website.

 

  1. User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;

 

  1. Users voluntarily agree to waive all “moral rights” that may attach to a User Submission;

 

  1. User Submissions do not violate any law including, but not limited to, those governing export control, consumer protection, unfair competition, or false advertising;

 

  1. User Submissions are not, and may not reasonably be considered to be, defamatory, libellous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;

 

  1. Users have not and will not be compensated or granted any consideration by any third party for submitting a User Submission;

 

  1. User Submissions do not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than a user’s own);

 

  1. User Submissions do not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;

 

  1. User Submissions do not contain any information that may be considered confidential, proprietary, or personal;

 

  1. User Submissions do not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; and

 

  1. All intellectual property rights accruing from any User Submissions shall be deemed to accrue for and on behalf of Delvv, and to the extent necessary, you hereby agree to cede and assign any and all intellectual property rights to Delvv as and when they accrue.

 

  1. By submitting a User Submission, users grant Delvv an irrevocable, perpetual, transferable, non-exclusive, fully paid, worldwide, royalty free license (sub-licensable through multiple tiers) to:

 

  1. Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;

 

  1. Use (and permit others to use) User Submissions in any manner and for any purpose (including, without limitation, commercial purposes) that Delvv, in its sole, absolute and unfettered discretion, deem appropriate, including, without limitation, the incorporation of a User Submission or any modification thereto, in whole or in part, into any technology, product, or service;

 

  1. We are not responsible for any loss, theft, or damage of any kind to any User Submissions.

 

  1. Notwithstanding what has been set out in clause 7.4.1 to 7.4.3, the content of Briefs will remain confidential. However, all anonymised and aggregated information resulting from such Briefs shall not be subject to the same confidentiality.

 

  1. Representations and Warranties

 

  1. Delvv makes no representations and provides no warranties as to the merchantability of our Website and/or Service or fitness for any particular purpose.

 

  1. You agree that you are releasing us from any liability that we may otherwise owe you in relation to or arising from the use of the Website and/or the Service, for any reason whatsoever, but specifically including, but not limited to, any failure on our part in rendering our Service, inclusive of any actions and/or omissions that may amount to negligence, or gross negligence.  To the extent that Applicable Law may place any restriction on this release of liability, you agree that we are liable to the minimum amount of damages that the law restricts, should such a minimum exist.

 

  1. Any promotional videos utilised by Delvv should not to be construed as a representation or warranty of any particular standards and/or Service specifications, and should only be regarded as promotional and/or educational in nature.
     
  1. Indemnity

 

  1. You agree to indemnify and hold us harmless for any claims and/or damages, arising out of contract, delict or otherwise, by you and/or any third party which may arise from or relate to this Agreement, the use of the Services and/or the Website, including any damages caused by your use of the Website, any offers contained on it, or the use of the Service.

 

  1. Jurisdiction

 

  1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to the principle of conflicts of laws. You hereby consent to the exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Local Division of the High Court) in respect of any disputes arising in connection with the Website and/or the Services.

 

  1. Assignment

 

  1. You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
  1. Force Majeure

 

  1. We are not liable for any failure to perform in terms of this Agreement if such failure is as a result of Acts of God (including fire, flood, server downtime, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, telephone service or internet connectivity. Neither you, nor Delvv, are entitled to terminate this Agreement in such circumstances.

 

  1. Export Control Laws

 

  1. The user understands and agrees that the User Submissions may be subject to import and export control laws and regulations of the country in which the user is situated. The user undertakes to adhere to all applicable laws and regulations and agrees not to, without prior authorisation from the government of the country which is applicable, directly and/or indirectly export, re-export and/or transfer User Submissions to any other country in contravention of such laws and regulations.

 

  1. Other provisions

 

  1. In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.

 

  1. This Agreement, including any other agreements or documents referenced herein, represents the entire agreement between you and Delvv regarding your relationship with Delvv and use of the Website and/or Services and supersedes any prior statements or representations.

 

  1. Delvv may at any time modify this Agreement and your continued use of the Website and/or the Services will be conditioned upon the Terms in force at the time of your use.

 

  1. Data Messages
    1. Data Messages will be deemed to have been received by Delvv if and when Delvv responds to the Data Messages.

 

  1. Data Messages sent by Delvv to you shall be deemed to have been received by the user when the complete data message enters an information system designated or used for that purpose by the user and is capable of being retrieved and processed by the user.

 

  1. You acknowledge that electronic signatures, encryption and/or authentication are not required for valid electronic communications between you and Delvv.

 

  1. You warrant that Data Messages sent to us from any electronic device, used by you, from time to time or owned by you, were sent and or authorised by you personally.

 

  1. Ownership and Contact Details

 

  1. This website is owned and operated by Delvv (Pty) Ltd, a limited liability company owned and operated in accordance with the laws of the Republic of South Africa;

 

  1. Address for service of legal documents: 76 Mowbray Rd, Johannesburg, Gauteng 2193, South Africa;

 

  1. South African Contact Number: +27 11 056 7512;

 

  1. Website: www.Delvv.io;

 

  1. Email address: info@Delvv.io.