Last updated: November 30, 2022
These Terms of Service (the “Terms”) are a binding contract between you and Aspire Labs, Inc., the makers of Duo (“Duo,” “we” and “us”). These Terms govern your use of the Duo website(s), products, services and applications that may be available from time to time (the “Services”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in our privacy policy (as may be amended from time to time, the “Privacy Policy”), which are incorporated into these Terms by reference.
THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THESE TERMS, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE OUR WEBSITE, OR OUR APPLICATIONS, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE BETWEEN 13 AND 17 YEARS OLD, INCLUSIVE, THAT YOU ARE USING THE SITE, SERVICES AND/OR SOFTWARE ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN), THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
THESE TERMS CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST DUO AND ITS LICENSORS AND ITS SUPPLIERS TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DUO AND ITS LICENSORS AND ITS SUPPLIERS ON YOUR OWN BEHALF, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON YOUR OWN BEHALF, AND (3) YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE YOUR CLAIMS DECIDED BY A JUDGE OR JURY.
If you have any questions, comments or concerns about these Terms or the Services, please contact us at anish@aspireai.com .
MODIFICATION
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time. If the changes materially impact the Terms, we will use reasonable efforts to bring it to your attention by placing a notice on the Duo website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to be bound by all of the changes.
PRIVACY
Duo takes the privacy of its users very seriously. We do not collect personally identifiable information from you except to the extent you have explicitly given such information to Duo. Duo’s information practices are further described in the Privacy Policy . By using the Services and agreeing to be bound by these Terms, you also agree to (i) all of the terms of the Privacy Policy, and (ii) Duo’s use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.
We may from time to time update or revise the Privacy Policy. If we update or revise the Privacy Policy, we will notify you either by email to your most recently provided email address, by posting the updated or revised Privacy Policy on the Services or by any other manner chosen by us in our reasonable discretion. Your use of the Services following any such update or revision constitutes your agreement to be bound by and comply with the Privacy Policy as updated or revised.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at anish@aspireai.com .
OVERVIEW OF THE SERVICE
About the Service .
Please see our website for further details on the features of the various Services offerings, which we will endeavor to improve and expand over time.
If you use the Services for business purposes, your use may be subject to certain terms and policies of your business organization, by which you agree to abide while using the Services. In addition, by identifying your business organization when registered or updating your user account, you give us permission to such business organization name and logo and to identify such business on the Services, our website and when we market the Services to others.
The Services may integrate with other services on a number of platforms provided by third parties (“Third Party Platforms”). Please be aware that your activities on each of these Third Party Platforms may be subject to additional terms of service for that particular Third Party Platform and you agree to not use the Services in any way that violates such terms of service. Please also note that because our Services integrate with Third Party Platforms, any changes to such Third Party Platforms may affect how the Services operate, and in some cases, these changes may disrupt the Services. While we will endeavor to minimize any such disruptions, you acknowledge and agree that we are not responsible for how changes to Third Party Platforms may affect the performance of or your use of the Services.Certain parts of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services are subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
Pricing .
We currently offer the Services free of charge, but we reserve the right to charge for the Services or certain aspects of the Services at a later date. So long as you use a free account, you will not be required to provide payment account information. However, if you upgrade from a free account or want to access pay-for Services, you may be required to provide your credit card or bank account details to Duo or the payment service provider retained by us. You must provide current, complete and accurate payment and billing information for your account. You must properly update all information to keep your account current, complete, and accurate (for example you must notify us of a change in billing address, credit card number, or credit card expiration date). Failure to keep such payment method details current and accurate may result in Duo’s failure to collect applicable fees, and may result in the suspension or termination of your access to the Services.
REGISTRATION AND YOUR ACCOUNT
By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of these Terms. You agree to provide Duo with accurate and complete registration information and to promptly notify Duo in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Duo if there is any reason to believe that a user ID, password or any other security device issued by Duo has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. Duo reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
You are solely responsible for all activity in connection with access to the Services through your account or using your password, and for the security of your computer systems, and in no event shall Duo be liable for any loss or damages relating to such activity.
CONSENT TO ELECTRONIC COMMUNICATIONS
For users located outside of the European Economic Area (EEA)
Your registration to use the Site and/or Services constitutes your consent to receive email communications from Duo, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Services, at any time by following the link included in the email messages.
For users located in the European Economic Area (EEA)
We only send marketing communications to users located in the European Economic Area (EEA) with your prior consent, and you may withdraw your consent at any time by clicking the “unsubscribe” link found within Duo emails and changing your contact preferences. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.
LINKS TO THIRD PARTY SITES
References on the Services to any names, marks, products, or services of third parties, or links to third party sites or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. We are not responsible for the content of any third party linked site or any link contained in any linked site. Your use of a third-party site linked from our Services is at your own risk and will be governed by such third party's terms and policies.
PROHIBITED USES
You represent, warrant, and agree that you will not use the Services, including without limitation contributing any Content or User Submission (each of those terms is defined below), or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
INTELLECTUAL PROPERTY
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Duo’s) rights.
You understand that Duo owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Anything you post, upload, share, store, or otherwise provide through the Services, including any templates (“Templates”) you may produce using the Services, is your “User Submission.” Please note that the following license is subject to our Privacy Policy to the extent it relates to User Submissions that are also your personally-identifiable information.
You hereby grant Duo a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to provide and operate the Services. You agree that the license you grant is royalty-free, perpetual, irrevocable, and worldwide. In addition, with respect to any Templates, any you grant Duo a royalty-free, perpetual, irrevocable and worldwide license to make, have made, use, sublicense, import, display, perform, distribute, transmit, copy, create derivative works of and otherwise exploit any Templates you create while using the Services, including by making such Templates available for use and modification by other Duo users.
You understand and agree that Duo, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
COPYRIGHT
If you believe any Content infringes your copyright, you should send written notice of copyright infringement to our designated copyright agent at the address given below. Your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. 512) by providing the following information:
Our designated copyright agent for notice of claims of copyright infringement on the Services may be reached at the following email: anish@aspireai.com .
COPYRIGHT COUNTER-NOTICE
If you believe that your content that was removed (or to which access was disabled) pursuant to a Digital Millennium Copyright Act notice we received is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to law, to post and use the content in your content, you may send a counter-notice containing the following information to the Copyright Agent at the address listed above:
If a counter-notice is received by the Copyright Agent, Duo may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Duo’s sole discretion.
MODIFICATIONS TO THE SERVICE
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
TERMINATION
You’re free to do that at any time, by contacting us at anish@aspireai.com ; please refer to our Privacy Policy, to understand how we treat information you provide to us after you have stopped using our Services.
Duo is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Upon deactivation of your account for any reason, you shall immediately pay to us all of your outstanding unpaid invoices. Duo has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Duo.
If you have deactivated your account by mistake, contact us immediately at anish@aspireai.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
DISCLAIMER
Neither Duo nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services. The Services are provided “AS IS” and without any warranty of any kind from Duo or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY DUO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DUO (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO DUO IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A THIRD PARTY, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNITY
To the fullest extent allowed by applicable law, You agree to indemnify and hold Duo, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), (b) your violation of these Terms, or (c), your use of the Services that in any way that violates the terms of services of any Third Party Platform. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
ASSIGNMENT
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Duo’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
APPLICABLE LAW; ARBITRATION
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND DUO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
MISCELLANEOUS
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Duo may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. While the Agreement is in force, Duo may include your company logo and profile on any web site it maintains for customers of Duo’s services. You consent to publication of your company’s name by Duo as a Duo customer. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Duo agree that these Terms (including any applicable Order Form(s)) are the complete and exclusive statement of the mutual understanding between you and Duo, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Duo, and you do not have any authority of any kind to bind Duo in any respect whatsoever. You and Duo agree there are no third party beneficiaries intended under these Terms.
SURVIVAL
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
You may contact Duo at: anish@aspireai.com
CONTACT AND VIOLATIONS
Please contact us with any questions regarding these Terms. Please report any violations of the Terms by or emailing anish@aspireai.com .