Direcon Terms and Conditions

Last Update: May 6, 2021

These Terms and Conditions ("Terms") govern your ("Customer" or “you”) use of thehttps://direcon.comwebsite and Direcon for Clubhouse app (referred to collectively as the "Service") operated by DIRECON LLC ("Direcon", "us", "we", or "our").

Acceptance of Terms

By accessing, using, visiting, or browsing Direcon Service you accept and agree to be bound by these Terms and ourPrivacy Policy. If you do not agree to these Terms, do not use the Direcon Service.

Subscriptions

Accessing some parts of the Service requires purchasing a Subscription. You may select to purchase a monthly or annual Subscription. You will be billed in advance and on a recurring and periodic basis ("Billing Cycle") depending on the type of Subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew for the same period unless cancelled before the end of the then-current Billing Cycle by you or Direcon. You may cancel your Subscription renewal either through your online account management page or by contacting Direcon customer support team.

A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You hereby acknowledge and agree that the billing information including full name, address, state, zip code, and telephone number, and payment information you provide Direcon or third party payment processors are accurate, complete, and valid. By submitting such payment information, you automatically authorize Direcon to deduct all Subscription fees incurred through your account.

If a payment is not successfully settled, due to any reason, we may suspend your access to the Service until we have successfully processed the payment.

Free Trial

Direcon may, at its sole discretion, make available the Services to you free of charge for a limited period of time ("Free Trial").

You may be required to enter your billing information and activate your Subscription in order to start the Free Trial.

Once your Free Trial ends, your Subscription will automatically renew and your card will be billed unless you cancel your subscription prior to the end of your Free Trial. You acknowledge that you will not receive a notice from us that your Free Trial has ended or that the paid portion of your subscription has begun.

At any time and without notice, Direcon reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

Direcon reserves the right to change the Subscription fees at any time. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Direcon shall use commercially reasonable efforts to provide you with prior notice of any change in Subscription fees and give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect, constitutes your acceptance to pay the modified Subscription fee amount.

Refunds

Certain refund requests for Subscriptions may be considered by Direcon on a case-by-case basis and granted in sole discretion of Direcon.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, correct and up to date. Inaccurate, incorrect, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password. You agree to be fully responsible for any activity that occur through your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Electronic Communications

We will provide you with electronic communications relating to the Service and your account (e.g. payment authorizations, invoices, changes in password or payment method, confirmation messages, notices, new features and product updates) in electronic form only, for example via emails to your email address provided during registration.

When you share your electronic address with us, we have a legitimate interest in providing you with direct marketing communications (e.g. discounts, promotions, offers, newsletters). You may always unsubscribe from our direct marketing communications by clicking on the"unsubscribe" linklocated on the bottom of our e-mails. This does not opt you out of receiving Service-related electronic communications.

Intellectual Property

Direcon owns all intellectual property rights in the Service and company branding. All present and future rights to intellectual property including but not limited to inventions, discoveries, trade secrets, secret processes, know-hows, concepts, ideas, information, processes, data, formulas, improvements, work products developed in whole or in part by Direcon, trademarks (whether registered or not), patents, designs, copyright, and corresponding property rights under the laws of any jurisdiction belong to Direcon.

The Service and its original content, features and functionality are and will remain the exclusive property of Direcon and its licensors. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose. You must not obscure, alter, remove or delete any copyright or other proprietary notices contained in the Service. You will not copy, modify, adapt, translate or otherwise create derivative works of the Service. You warrant that you will not attempt or assist others to attempt or actually reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software. You agree to comply with all applicable laws and regulations in your use of and access to the Service.

If you use/show data/content from Direcon online, you must link to Direcon’s website, display the Direcon logo and credit the source as follows: “powered by Direcon”.

Privacy

We value your policy and are committed to comply with the General Data Protection Regulation EU (GDPR). For more information, please see our Privacy Policyhere.

You hereby warrant and undertake to comply with the GDPR. You agree that you will responsibly use, transfer, and process the personal data you received from Direcon. You hereby confirm that you independently determine the purposes and means of the processing of personal data, act as an independent controller and will take all necessary measures.

When tracking a room using the Direcon Service, you are required to inform the other persons in the room whose personal data are processed ("Clubhouse Users").

Direct notification of Clubhouse Users by Direcon would involve a disproportionate effort (where processing is carried out for statistical purposes) under Art. 14. paragraph 5 (b) GDPR. Therefore, we are not obliged to notify Clubhouse Users. Also, there is a notification in the Privacy Policy.

If any Clubhouse User requests information about the Customer who collected his/her personal data, Direcon must disclose your information to the relevant Clubhouse User to act in accordance with the GDPR.

You are prohibited from using the personal data collected from our Service after Direcon or data subject request to remove it, if you do not have any further legitimate basis for processing such personal data. Such personal data must be deleted within 72 hours following the notification. In that case you are also are required to ensure any third party to whom you transfer such personal data to delete such information as well.

Third Party Materials

Our Service may display, include, or make available third-party content that Direcon has no control over or may contain links to third party web sites or services that are not owned or controlled by Direcon. You acknowledge and agree that Direcon is not responsible for third party materials, links and information, including their accuracy, completeness, reliability, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.

Termination

These Terms will continue to apply to you until terminated by either you or Direcon. However, you acknowledge and agree that the provisions about Privacy, Intellectual Property, Disclaimer of Warranties, Indemnification, and Limitation of Liability are irrevocable and will therefore continue after termination of these Terms.

Direcon may terminate these Terms or suspend your access to the Service or your account at any time, without prior notice or liability, for any reason including but not limited to the breach of these Terms.

You may terminate these Terms at any time, by deleting your account from Account Settings or by contacting us viasupport@direcon.com.

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms and ourPrivacy Policyconstitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Indemnification

You agree to defend, indemnify and hold harmless Direcon and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (1) your breach of these Terms; (2) any content you shared or transferred; (3) any activity in which you engage on or through your account; and (4) your violation of any law or the rights of a third party.

Limitation of Liability

In no event shall Direcon, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer of Warranties

DIRECON WILL REASONABLY ENDEAVOUR TO ENSURE THAT THE SERVICE IS AVAILABLE AND ACCESSIBLE, HOWEVER, DIRECON DOES NOT GIVE ANY GUARANTEE OR ASSURANCE THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, CORRECT OR UP TO DATE. SERVICE IS OFFERED WITHOUT ANY KIND OF WARRANTY, ON AN "AS IS" AND "AS AVAILABLE" BASIS. DIRECON IS NOT OBLIGATED TO ENSURE THAT THE SERVICE CAN BE ACCESSED AT ALL TIMES WITHOUT ANY INTERRUPTIONS, FAULTS OR MALFUNCTIONS.

DIRECON DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE WILL MEET ALL THE REQUIREMENTS OF USERS; BE NONSTOP, UP-TO-DATE, CURRENT, SECURE AND ERROR-FREE; AND ALSO, DOES NOT WARRANT OR GUARANTEE THAT THE RESULTS OBTAINED BY USING THE SERVICE WILL BE ACCURATE OR RELIABLE OR THE DEFECTS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT THE USE OF THE SERVICE IS PROVIDED OVER THE INTERNET AND MOBILE NETWORKS, THEREFORE THE AVAILABILITY AND QUALITY OF THE SERVICE MAY BE AFFECTED BY FACTORS OUTSIDE OF THE ACCEPTABLE CONTROL OF DIRECON.

DIRECON SHALL ENDEAVOUR TO ENSURE THE ACCURACY OF THE INFORMATION IN THE PLATFORM, HOWEVER DIRECON SHALL NOT BE RESPONSIBLE FOR INCOMPLETE, MISSING, WRONG OR INCORRECT INFORMATION.

YOU ACKNOWLEDGE THAT THE PERFORMANCE OF THE SERVICE IS DIRECTLY LINKED TO THE PERFORMANCE OF THIRD-PARTY SERVICES. DIRECON DISCLAIMS ALL RESPONSIBILITY OF FAILURES IN THE PERFORMANCE OF THE SERVICE, CAUSED BY NONPERFORMANCE OF THIRD-PARTY SERVICES. SINCE DIRECON PROVIDE ITS SERVICE THROUGH CLUBHOUSE, ANY TECHNICAL ISSUE CAUSED BY CLUBHOUSE MAY AFFECT THE SERVICE. DIRECON DOES NOT BEAR ANY LIABILITY REGARDING SUCH MATTER.

YOU ACKNOWLEDGE THAT NO CONTENT ON THE SERVICE IS DESIGNED FOR THE SPECIFIC NEEDS OF ANY INDIVIDUALS, ORGANIZATION, ENTITY OR GROUP OF INDIVIDUALS.

YOU MAY USE THE DATA/CONTENT COLLECTED AND DISPLAYED SOLELY FOR INFORMATIONAL PURPOSES. YOU UNDERSTAND AND ACKNOWLEDGE THAT SUCH DATA/CONTENT MAY NOT BE EXHAUSTIVE AND THE ANALYSIS OF THE DATA/CONTENT IS BASED ON WHAT THIRD-PARTY DATA SOURCES PROVIDE TO DIRECON. THE DATA/CONTENT IS BASED ON PUBLICLY AVAILABLE DATA/CONTENT AND DIRECON DOES NOT VERIFY THE ACCURACY OF DATA/CONTENT PROVIDED BY SUCH THIRD PARTIES. ANY USE OF THE DATA/CONTENT EXCEPT AS SPECIFICALLY DESCRIBED HEREIN IS AT YOUR OWN RISK.

Force Majeure

Direcon shall not be liable for any failure or delay in the performance of its obligations occurring by reason of circumstances beyond its control, including but not limited to strikes, work stoppages, accidents, fires, explosions, acts of war or terrorism, civil or military disturbances, embargoes, epidemic, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, power supply, communications, or computer (software and hardware) services.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Changes

We reserve the right to revise, amend or otherwise change these Terms without prior notice to you. You acknowledge and agree that it is your responsibility to review these Terms periodically for changes. You waive any right you may have to receive a notice of such changes. Your continued use of the Service after the effective date of such change will constitute your consent to the revised, amended, or otherwise changed Terms. If you do not agree to the changes, you must stop using the Service.

Contact Us

If you have any questions about these Terms, please contact us via support@direcon.com.