These terms of service (these “Terms”) constitute a legally binding agreement between you and Deleo Solutions (“Deleo,” “we,” “us” or “our”) governing your use of our website (https://www.deleosolutions.com/) (“Site”), the Deleo mobile application (“Application”), and the Enforcement Services (as defined below) provided by Deleo (collectively, the “Services”).
If you are using the Services on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you”, “your” and “User” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Deleo.
For customized services or solutions, a written services agreement or an order form may accompany these Terms (“Services Agreement”). If a Services Agreement accompanies these Terms, the terms of the Services Agreement shall override any inconsistencies or contradictory provisions that may arise between the two documents.
Please read through these Terms carefully before using the Services. By visiting the Site, using the Services on any platform or device, or otherwise subscribing to the Services, you agree to be legally bound by these Terms, and all policies, statements and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Site, the Application or Services.
1. DELEO SOLUTIONS
Deleo provides copyright and/or content protection and infringement removal services. The Services allow users of the Application and Site (“Users”) to (a) process Takedown Requests to websites, domain name holders and/or hosting providers pursuant to the Digital Millennium Copyright Act (DMCA) (“Enforcement Services”); and (b) monitor such Enforcement Services through a personalized dashboard on the Application. “Takedown Request” means a request that a third-party online provider removes content that violates applicable law, infringes intellectual property rights or otherwise violates such online provider’s terms, rules or policies.
If you instruct us to process a Takedown Request based on the infringement of your User Content (as defined below), we shall initiate such Takedown Request with the applicable third-party provider(s). You shall grant us a limited, revocable appointment to provide the Enforcement Services on your behalf and shall agree to provide written authorizations upon our request that we can share with the third-party provider(s) to confirm our authority to submit the Takedown Request for the allegedly infringing material. You acknowledge and agree that we do not and cannot control the processing of the Takedown Requests by third-party providers. The third-party provider determines whether to process a Takedown Request in its sole discretion and ultimately controls whether any content will be removed. Therefore, Deleo cannot guarantee success of any Enforcement Services or provide any legal advice.
2. ELIGIBILITY TO USE THE SERVICES
The Services may only be used by individuals who can form legally binding contracts under applicable law. The Services are not available to persons under the age of 18 or the applicable majority age in your province or territory of residence or Users who have had their User Account temporarily or permanently deactivated. You must be over the age of majority in your province or territory of residence in order to register for a User Account (as defined below). You may not allow other persons to use your User Account, and you agree that you are the sole authorized User of your User Account.
3. PRIVACY POLICY AND ADDITIONAL POLICIES
Please refer to Deleo’s privacy policy, available at (https://www.deleosolutions.com/privacy-policy/) (the “Privacy Policy”) for information on how we collect, use and disclose personally identifiable information from Users of the Services. By using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
In addition, by using the Services, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements, or documents communicated through the Services, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations, or agreements that specifically relate your use of the Services. You agree to comply with such policies, guidelines, rules, obligations or agreements even if they are not identified in these Terms
4. USER ACCOUNTS; REGISTRATION DATA; ACCOUNT SECURITY
Users can browse the Site without registering for an account. In order to access the Application and use the Services, Users must create a User account (“User Account”). You may be required to submit additional information, either when registering for a User Account or thereafter, including, without limitation, a working email address, valid phone number, valid driver’s license or other government-issued identification (“Verifying Information”). Upon submission of such Verifying Information, you authorize the Company to request, receive, use, store or share (including, without limitation, with other Users) such information. When and upon registering for a User Account, you agree to (i) provide accurate, current and complete information as may be prompted through any registration forms on Recycer (“Registration Data”); (ii) maintain the security of your password; (iii) maintain and promptly update the Registration Data, and any other information you provide to Deleo, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to Deleo. We will not be liable for any loss or damage from your failure to comply with this obligation. You may not allow other persons to use your User Account and you agree that you are the sole authorized user of your User Account. You shall at all times be responsible and liable for all actions conducted through and related to your User Account.
5. FEES AND PAYMENTS
Users who wish to subscribe for a paid User Account on the Site (“Subscription”) will be charged subscription fees plus applicable taxes as more particularly described on the Services (“Fees”). The pricing and terms of your payment of such Fees will be based on your selected subscription method for your Subscription. All Subscriptions will automatically continue at the then-current price for the selected subscription unless terminated/cancelled by you. You may cancel your Subscription at any time through the Service, however, you agree that all paid Fees are non-refundable.
Users may be required to provide a credit card, other payment and/or banking information when registering for a User Account. All Fees will be charged through a third-party payment provider (“Payment Provider”). If we do not receive payment from the Payment Provider, you agree to pay all amounts due on your account upon demand and agree that we continue to attempt to charge your account until full payment is received. We reserve the right to terminate or suspend your Subscription or User Account (a) if you initiate a chargeback or otherwise reverse payments made; or (b) for any unpaid Fees owing. You acknowledge and agree that our Payment Provider’s terms will govern your agreement and interactions with them and that we have no liability arising from your use of or access to the Payment Provider. The Company reserves the right to switch payment processing vendors in its discretion.
Fees and pricing policies are subject to change in the sole discretion of Deleo.
6. USER CONTENT, OWNERSHIP AND INTELLECTUAL PROPERTY
User Content
Content on the Application and Site, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on the Services may include content that you provide to Deleo for protection and takedown.
Deleo’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 9 of these Terms.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
Ownership and Intellectual Property
Other than User Content, the Services, the Application, the Site and any other software and Content used to create and operate the Services is the property of Deleo or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
7. COPYRIGHT POLICY
Deleo respects the intellectual property rights of others. By submitting User Content through the Services, including for the purposes of processing a Takedown Request, you represent and warrant that (a) doing so does not infringe any third party’s copyrights, trademarks, privacy rights, or other intellectual property or legal rights of any kind; and (b) you are the author and copyright owner and/or proper licensee and/or has all rights necessary to use the Services, including, without limitation, all applicable copyright licenses or rights in the User Content and all rights of publicity with respect to any authors, artists, artwork, text material, images, sound or video associated with the User Content provided to Deleo.
If we are notified that any User has submitted, posted, shared or saved any User Content which allegedly do not conform to these Terms, we may, in our sole discretion, investigate the allegation and determine whether to take any other actions. You may also be subject to civil and criminal penalties, including without limitation monetary damages, if you violate any third party’s legal rights.
Deleo does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services (including links to third party websites) or endorse any opinions expressed via the Services or such websites or resources. While we will use every effort to ensure that all Content complies with these Terms, you understand and agree that notwithstanding our efforts, by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, inappropriate or otherwise deceptive.
Although Deleo will initiate a Takedown Request on behalf of a User or customer, the third-party online provider assesses the request against its own terms, rules and policies and decides whether to act on, or reject, the request. If any person believes that its content should not have been removed in response to a Takedown Request, such person may ask the third-party provider to restore it. Deleo does not have the ability to restore removed content.
8. LICENSE TO USE THE SERVICES, LICENSE RESTRICTIONS AND RESTRICTED ACTIVITIES
Deleo grants to you a revocable, non-exclusive, non-sublicensable license to use the Application, Site and Services and to view the Content available to you through the Services (“License”). Other than as expressly permitted in these Terms, the Content, the License and the use of the Services are subject to the following restrictions:
(a) The Services are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application or Site;
(b) You may not make or distribute copies of the Application or Site;
(c) You may not alter, merge or translate the Application or Site, or decompile, reverse engineer, disassemble, or otherwise reduce the Application or Site to a human-perceivable form;
(d) You may not modify or create derivative works based on the Services, Application, Site or the Content;
(e) You may not use the Application or Services to develop any application, including but not limited to an application having the same or similar primary function as the Services;
(f) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content;
(g) You may not otherwise use the Application, Site, Services or the Content other than for its intended purpose.
(h) Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws;
(i) Your use of the Application, Site, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law;
(j) You may not (i) index, scrape “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Services; (ii) link directly or indirectly to any other websites, applications or services;
(k) You may not transfer or sell your User Account, password and/or identification to any other party; and
(l) Your use of the Services and the Application must comply with the User Content Guidelines outlined in Section 10.
9. YOUR LIMITED LICENSE OF YOUR USER CONTENT TO DELEO
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Services, now and in the future. Therefore, by uploading User Content to or through the Services, you (a) grant Deleo and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute and publish such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the Restrictions described Section 10).
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “use, display, perform, reproduce, distribute and publish” are necessary because this is required for the provision of the Enforcement Services.
You hereby acknowledge and agree that data on Takedown Requests of your User Content is published by Google on its Copyright Transparency Report.
10. USER CONTENT GUIDELINES, REVIEWS AND SPECIALS GUIDELINES
The Services may permit Users to upload or input User Content.You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following (“User Content Guidelines”):
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Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, profane, lewd, suggestive, harassing, offensive, racist, prejudiced, threatening, hateful, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Deleo;
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Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
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Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
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Viruses, corrupted data or other harmful, disruptive or destructive files; or
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Content that is unrelated to the use of the Services.
Any use of the Services or portions of the Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Services.
11. SECURITY OF THE SERVICES
To ensure reliability and to protect your use of the Services, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Services, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
12. THIRD PARTY/OPEN-SOURCE SOFTWARE
The Application may contain and/or may connect to third party software and/or open-source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third-Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, you are also accepting the Third-Party Licenses, if any. Third Party Licenses may be requested by sending an email to the address indicated in Section 22 below.
13. LINKED SITES
The Service may contain links to third party websites (“Third Party Sites”) or third-party content (“Third Party Content”) as a service to those interested in this information. You use links to Third Party Sites, or any Third-Party Content or service provided there at your own risk. Deleo does not monitor or have any control over, and makes no claim or representation regarding, such Third-Party Content or Third-Party Sites. Deleo provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Deleo’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third Party Content. Deleo accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of any Third-Party Content, Third Party Sites, or websites linking to the Service. When you leave the Service, unless otherwise stated herein, our Terms and policies no longer govern. You should review applicable terms and policies, including, without limitation, privacy and data gathering practices, of any Third-Party Site, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
14. WARRANTY DISCLAIMER
THE SERVICES AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM DELEO OF ANY KIND, EITHER EXPRESS OR IMPLIED. DELEO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DELEO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICES, CONTENT OR ANY PORTION THEREOF.
WHILE DELELO ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, DELEO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO INSTANCE SHALL DELEO BE LIABLE FOR ANY LEGAL ACTION BY, FROM OR ON YOU OR ANY USER IN THE COURSE OF PROCESSING THE TAKEDOWN OR CEASE AND DESIST NOTICE. DELEO SHALL NOT BE HELD LIABLE FOR ANY UNAUTHORIZED ACCESS, REPLICATION OR REDISTRIBUTION, INFRINGEMENT UPON, VIOLATION OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE ENFORCEMENT SERVICES. DELEO WILL NOT BE LIABLE AND SHALL HAVE NO RESPONSIBILITY FOR ANY COUNTER NOTIFICATION RECEIVED FROM A THIRD PARTY IN CONNECTION WITH A TAKEDOWN REQUEST.
15. LIMITATION OF LIABILITY; INDEMNITY
You waive and shall not assert any claims or allegations of any nature whatsoever against Deleo, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Services. You use the Services at your own risk.
Without limitation of the foregoing, neither Deleo nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services, including without limitation any damages caused by or resulting from your reliance on the Services, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Deleo, any User, or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of Deleo, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Services exceed any amount paid by you for access to the Services during the three months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless Deleo and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Services and from (a) the use of the Services by any person to whom you give access to your account; (b) Deleo’s use of your User Content; or (c) your violation of the rights of any third party.
16. NO LEGAL SERVICES
You acknowledge that Deleo is not authorized to practice law or provide legal advice to you regarding any Services. You specifically understand and agree that the Services provided by Deleo are not intended to be, and will not be construed as, legal services or legal advice and are not a substitute for legitimate legal advice. Deleo will, at your request and direction, work with lawyers that you designate in connection with the Services.
17. TERMINATION/MODIFICATION OF LICENSE AND SITE OFFERINGS
Notwithstanding any provision of these Terms, Deleo reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services; (c) change, suspend or discontinue any aspect of the Services; and (d) impose limits on the Services.
Deleo reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, and we will post a notice on the Application visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Application, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at the contact address below.
18. COMMUNICATIONS
By creating a User Account, you agree to receive certain communications from Deleo. For example, you will receive notifications, our newsletter and other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 16 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data, if any. Second, we may post a notice to you in the Notifications area of the Services, if available. Third, we may post the notice elsewhere on the Application or Site. When we post notices on the Application, we post them in the area of the Application or Site suitable to the notice. It is your responsibility to periodically review the Application or Site for notices.
Subject to the Privacy Policy, if you send to Deleo any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Deleo can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Services or send them to us.
19. APPLICABLE LAW AND VENUE
The Services are controlled by Deleo Inc. and operated by it from its offices in Toronto, Ontario. You and Deleo both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Deleo explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Deleo related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Deleo. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Deleo and the other Released Parties for your failure to comply with any such laws.
20. TERMINATION OF AGREEMENT
You and Deleo may terminate these Terms and your use of the Services at any time. When you terminate these Terms, you must cease using the Services immediately. When your account is terminated, any User Content you have uploaded to the Services may remain on the Services. The license you grant to us in Section 9 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 6, 7, 9, 0, 15, 16, 18, 19 and 20, and any representation or warranty you make in these Terms, shall also survive indefinitely.
21. MISCELLANEOUS
If any provision of these Terms shall be deemed 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. Deleo may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Deleo, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Deleo regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Deleo regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
22. QUESTIONS AND COMMENTS
If you have any questions regarding these Terms or your use of the Services, please contact us here: