This Divhunt Terms of Service (“Agreement”) is entered into by and between Divhunt GmbH (“Divhunt”), a company registered in Switzerland with its office at Chamerstrasse 172, CH-6300 Zug, and the entity or person placing an order for or accessing the Services (“Customer”). This Agreement consists of the terms and conditions set forth below and any Order Form. The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration, or order process, or (b) the Effective Date of the first Order Form. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Divhunt may modify this Agreement from time to time as permitted in Section 13.4 (Amendment).

Definitions

• “Authorized Devices” means those mobile, desktop, or other devices with which the Services can be accessed and used.
• “Content” means code, content, fonts, graphics, designs, documents, or materials created using the Services by Customer and its Users or imported into the Services by Customer and its Users.
• “Documentation” means the technical materials made available by Divhunt to Customer and/or its Users in hard copy or electronic form describing the use and operation of the Services.
• “Services” means Divhunt’s proprietary web-based products and services, along with downloadable desktop and mobile apps. Each Order Form will identify details of Customer’s Services subscription.
• “Order Form” means a document signed by both Parties identifying the Services to be made available by Divhunt pursuant to this Agreement.
• “Plugins” means add-on modules made available within the Services. Plugins may be created by Divhunt, Customer, or other third parties. Plugins created by Divhunt are supported as part of the Services. Divhunt will use reasonable efforts to support Customer’s use of Plugins created by third parties but disclaims all warranties as to such Plugins.
• “User” means an employee, contractor, or other individual associated with Customer who has been provisioned by Customer with access to the Services.

License and Use Rights

Services

Divhunt grants Customer a non-exclusive, non-transferable license during the Term (as defined in Section 12) to:

• (a) Use the Services and to download and install desktop or mobile applications as applicable on the number and type of Authorized Devices solely for Customer’s internal business purposes in accordance with the Documentation.
• (b) Use our SaaS product, hosted systems, design software, tools, and build websites under the divhunt.com domain. The Services are delivered electronically.

Provisioning the Services

Divhunt will provide Customer with the necessary passwords, security protocols, policies, network links, or connections (“Access Protocols”) to allow Customer and its Users to access the Services as described herein; no other access to the website or servers from which the Services are delivered is permitted. Customer will provision its Users to access and use the features and functions of the Services through the Access Protocols. Customer may select one or more Users to act as administrators and control, manage, and use the Services on Customer’s behalf. Customer is responsible for all acts and omissions of its Users.

 Registering for an Account

To use the Services, Users must register and create an account, which requires providing certain information (including their full name, password, and email address). Divhunt accounts will give Users access to the Services and functionality that Divhunt may establish and maintain from time to time at its sole discretion. Users’ usernames and passwords are tied to them personally and cannot be shared across teams or used by anyone except the registered User. Accounts registered by bots, generic team accounts for sharing, or other automated methods are not permitted. 

Software Restrictions

Customer will not, and will not authorize any User to:

• (a) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for any part of the Services.
• (b) Transmit spam, chain letters, or other unsolicited emails.
• (c) Upload invalid data, viruses, worms, or other harmful software.
• (d) Impersonate another person or misrepresent their affiliation with any entity.
• (e) Disclose any information that Customer does not have the consent to disclose (such as confidential information of others, including personally identifiable information).
• (f) Use any automated methods to access or monitor any part of the Services.
• (g) Use the Services for any illegal or unauthorized purpose, including but not limited to creating or hosting pornographic websites.

Content Restrictions

Customer agrees that any Content displayed in the Services does not and will not violate any law or infringe any rights of any third party, including, without limitation, any intellectual property rights, publicity rights, or rights of privacy. Customer and its Users shall not display Content that:

• (a) Is used for unlawful purposes or the promotion of illegal activities.
• (b) Infringes intellectual property rights of third parties or would cause Divhunt to violate applicable law.
• (c) Implies or suggests that the Content is created or endorsed by Divhunt without explicit approval.
• (d) Contains defamatory, obscene, harassing, or otherwise offensive material.

Publicity

During the Term and thereafter, Divhunt may publicly refer to Customer orally and in writing, including on Divhunt’s website and in sales presentations, as a customer of Divhunt and may use Customer’s logo for such purposes.

Support

Unless Customer purchases additional support services, Divhunt shall provide standard support as follows:

• (a) Email support to Users Monday through Friday, 09:00 – 17:00 CET, excluding holidays.
• (b) Efforts to correct errors in the Services reported to Divhunt in writing.
• (c) At Divhunt's discretion, updates, upgrades, enhancements, and improvements to the Services.

Ownership Rights

No IP Rights Transfer. Other than the licenses described herein, no intellectual property rights are transferred by either Party to the other pursuant to this Agreement.

Divhunt's Ownership. Except for Customer's Content, Divhunt shall own all rights, including but not limited to all copyright rights in the Services. Except for the rights expressly granted herein, Customer acquires no rights, title, or interest in the Services.

Customer's Ownership. As between the Parties, Customer shall own all rights in, and Divhunt disclaims any rights to, Customer’s Content.

Content

Customer’s Content. Customer and its Users may upload and share Content via the Services, including but not limited to website templates, images, and photos. Customer retains ownership of the Content. Divhunt has no obligation to store, maintain, or provide Customer with a copy of the Content.

Divhunt's Role. Divhunt is not responsible or liable for the Content or the consequences of uploading or sharing the Content. Divhunt does not endorse any Content or any advice, suggestion, or opinion expressed in the Content.

Monitoring and Removal. Although Divhunt has no obligation to monitor Content, Divhunt may do so and may remove Content and/or prohibit any use of the Services it believes may be in violation of this Agreement.

License to Display Content. Customer grants Divhunt a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, display, and perform the Content to the extent required for the provision of the Services.

Customer’s Obligations to End Users

Applicable Laws. Customer may have additional obligations under local law beyond those described in this Agreement. Divhunt is not responsible for Customer’s compliance with such laws.

Security towards End Users. Customer is responsible for protecting information collected from End Users via the Services, including any personal data obtained from unauthorized access or use.

Privacy and Consent. Customer is responsible for providing any required notices and obtaining all required consents from End Users in connection with any use of the Services.

Security

Divhunt will use procedural, technical, and administrative safeguards designed to ensure the confidentiality, security, integrity, availability, and privacy of Content and other Customer Confidential Information stored in the Services. Customer is responsible for reviewing Divhunt's security measures and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations.

Confidentiality

Confidential Information. All information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential given the nature of the information shall be deemed "Confidential Information."

Legally Required Disclosure. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, provided that the receiving Party gives notice to the disclosing Party and assists in limiting such disclosure.

Fees and Payment

Payment Terms. Customer will pay to Divhunt, without offset or deduction, all fees due under this Agreement. All payments will be in U.S. dollars unless otherwise specified. Fees are non-refundable except as expressly provided in this Agreement.

Recurring Payments. All subscriptions involve recurring fees. By signing up for a subscription, Customer authorizes Divhunt to charge the applicable fees to the payment method provided.

Price Changes. Divhunt may change its fees and pricing for the Services at any time, with notice provided to Customer before such changes take effect.

Warranties and Disclaimers

No Warranties. To the maximum extent permitted by applicable law, the Services and Plugins are provided "as is" without any warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitations. Divhunt does not warrant that the Services will meet Customer’s requirements or operate uninterrupted or error-free.

Limitations of Liability

Exclusion of Damages. In no event will either Party be liable to the other for any incidental, indirect, special, consequential, or punitive damages, including, without limitation, lost profits or business interruption.

Indemnification

Customer will defend, indemnify, and hold Divhunt harmless from and against any claims, damages, losses, and expenses arising from or related to Customer's use of the Services, including but not limited to any content Customer creates or hosts that violates these Terms or applicable laws.

Term and Termination

Term. This Agreement will commence on the Effective Date and continue until terminated by either Party in accordance with this Section 12.

Termination. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice.

Effects of Termination. Upon termination, Customer shall immediately cease using the Services and Divhunt may delete all Customer Content from its systems.

Miscellaneous

Amendments. Divhunt may modify this Agreement from time to time by notifying Customer. Continued use of the Services after any such changes take effect will constitute Customer’s acceptance of the new terms.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law principles.

Dispute Resolution. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Zurich, Switzerland, under the rules of the International Chamber of Commerce.

Notices. All notices under this Agreement shall be sent to business@divhunt.com

Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.

Updates

Divhunt reserves the right to modify, update, or change these Terms of Service from time to time in the normal course of business. If we make any material changes to these Terms, we will provide reasonable notice to you, such as by email or a notification on our platform. Your continued use of the platform after the effective date of the updated Terms constitutes your acceptance of the updated terms. We encourage you to review these Terms periodically to stay informed about any updates.