Client Agreement
Last Revised: January 21 – 2015
Welcome to the Client Agreement. This is a legal agreement between you and DilaniDiva, hereinafter referred to as “DilaniDiva”. If DilaniDiva accepts your Client Sign-up Form, you will become a “Client” having access to the Site and Advisor Services only under the policies, terms and conditions below. For convenience, we will refer to the DilaniDiva.com website, phone service and any content therein provided by DilaniDiva as the “Site”. We will refer to any information, entertainment services and other products or services you may receive from DilaniDiva as the “Advisor Services”. Individuals who enter into the Client Agreement will be referred to as “Clients”.
The policies, terms and conditions below limit DilaniDiva’s liability and obligations to you and allow DilaniDiva to change, suspend or terminate your access to and use of the Site. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere on the Site.
YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE REGISTRATION PAGE, BY USING THE SITE AND ANY ADVISOR SERVICES INCLUDING ANY CONTENT PROVIDED THEREIN OR BY INITIATING ANY FORM OF COMMUNICATION WITH DILANIDIVA, YOU ARE AGREEING TO BE BOUND BY THIS CLIENT AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SITE AND ADVISOR SERVICES IS SUBJECT TO THE TERMS OF THIS CLIENT AGREEMENT AND THE POLICIES, TERMS AND INSTRUCTIONS REFERENCED IN THE SITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART OF THESE TERMS. YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS CLIENT AGREEMENT IN ORDER TO ACCESS AND USE THE SITE AND ADVISOR SERVICES. IF YOU DO NOT ACCEPT THIS CLIENT AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR ADVISOR SERVICES.
1. Eligibility to use the Site and Advisor Services is limited.
The Site and Advisor Services are available only to persons who are at least eighteen (18) years of age and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Site and Advisor Services are not available to temporarily or indefinitely suspended Clients.
You shall not use the Site or become a Client if you are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (b) is prohibited from entering into trade relations with the United States or its citizens. Such countries include, without limitation, Afghanistan, Burma, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, Syria and Yugoslavia.
2. DilaniDiva may modify this Client Agreement, or suspend or terminate your use of the Site, at any time without notice to you.
(a) DilaniDiva reserves the right in its sole discretion to modify or discontinue the Site, or modify the terms and conditions of your use of the Site, without notice. All modified terms and conditions will be effective thirty (30) days after they are initially posted on the Site. If any modification is not acceptable to you, your only recourse is to cease using the Site and Advisor Services. By continuing to use the Site or any Advisor Services following any posting of a new Client Agreement or policies on the Site, you accept and agree to be bound by the new Client Agreement or policies.
(b) Without limiting other remedies, DilaniDiva may at any time suspend or terminate your membership and refuse to provide access to the Site without reason or notice to you. In addition, DilaniDiva may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (i) if DilaniDiva suspects that you have failed to comply with any provision of this Client Agreement or any policies or rules established by DilaniDiva; (ii) if DilaniDiva is unable to verify or authenticate any billing or payment information you provide to DilaniDiva; or (iii) if DilaniDiva suspects that your actions may be illegal or cause liability, harm or disruption for you, other Clients, DilaniDiva or the Site. You have the right to cancel your membership in DilaniDiva by calling into the phone service and selecting “Cancel Account” from the account management menu of options. Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to DilaniDiva.
3. You are solely responsible for all use made of the Site and Advisor Services under your PIN (Personal Identification Number) and Client account information and agree to pay for all Advisor Services purchased using your PIN and Client account information.
(a) The rates for Advisor Services are as set forth in the applicable Advisor listing. Transaction means any live call through the Site initiated using your PIN and Client account information. You hereby authorize DilaniDiva to collect fees for each Transaction by debiting the primary payment method of your Client account periodically during each Transaction for services rendered thus far, regardless of quality or completeness. Fees for live calls are calculated based on the per-minute rate listed and the duration of the call. You authorize DilaniDiva, directly or through third parties, to make any inquiries we consider necessary to validate your Client account. This may include performing electronic commerce fraud prevention checks or otherwise verifying the payment method information you provide.
(b) You agree to maintain the confidentiality of your PIN and Client account information, and to supervise all activities that occur under your Client name, PIN and Client account, including, but not limited to, any and all usage of the Site by other persons under your Client account information and PIN. You agree that you will not permit, enable, introduce or facilitate (i) non-Clients having access to or use of the Site or Advisor Services in any manner without such individuals first becoming Clients.
(c) You agree that DilaniDiva is not responsible for any loss that you may incur as a result of any unauthorized person using your Client account or PIN. You agree that DilaniDiva may use information provided by you as described in the Privacy Policy.
(d) Based on Client account use and other factors identified by DilaniDiva in its sole discretion, DilaniDiva may require verification of your credit and/or identity in order for you to continue using the Site. In such event, you agree to provide DilaniDiva with additional information that may be requested, and you consent to DilaniDiva’s disclosure of your personal information to third-party service providers in order to verify your payment method information and/or identity.
4. In using or accessing the Site or Advisor Services, you agree to comply with the following
(a) You will not record or otherwise store any Advisor Services that you receive through the Site.
(b) You will not use the Site for any purpose that is unlawful, fraudulent or contrary to this Client Agreement and the policies of DilaniDiva, and you will cooperate fully with DilaniDiva to investigate any suspected unlawful, fraudulent or improper activity.
(c) You will conduct all for-fee communications that you have with DilaniDiva only through the Site, and you will not circumvent or attempt to circumvent the Site using third-party payment services.
(d) You will not use the Site in any manner that harasses another Client or could interfere with any other party’s use or enjoyment of the Site. You will respect the privacy of others and not use the Site for unwelcome, rude or abusive communications.
(e) You will not attempt to gain unauthorized access to any Client account information, computer systems or networks associated with the Site.
(f) You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.
(g) You will not “frame,” “mirror” or otherwise copy any portion of the Site without DilaniDiva’s express written authorization.
(h) You will continue to provide true, accurate and complete payment registration information and will maintain as current and promptly update your personal contact information that you provide to DilaniDiva, as applicable. You will not use false identities or impersonate any other person or use a name that you are not authorized to use.
5. DilaniDiva disclaims any warranties or representations regarding the Site and Advisor Services.
THE SITE AND ANY ADVISOR SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. DilaniDiva AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, ADVISOR SERVICES AND ALL COMMUNICATIONS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, DilaniDiva makes no representation or warranty that the operation of the Site will be error free. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.
6. DilaniDiva’s liability for your access to and use of the Site and Advisor Services is limited and you are responsible for your use of the Site.
UNDER NO CIRCUMSTANCES WILL DilaniDiva OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE OR ADVISOR SERVICES, WHETHER OR NOT DilaniDiva HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DilaniDiva AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY EARNED BY DilaniDiva FROM YOU (AFTER PAYMENTS TO OTHER THIRD PARTIES) IN THE PREVIOUS THREE (3) MONTHS, AND (b) ONE HUNDRED DOLLARS ($100). DilaniDiva WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
YOU FURTHER AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY DilaniDiva, AND ITS EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS’ FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, FORESEEABLE AND UNFORSEEABLE, DISCLOSED AND UNDISCLOSED.
7. Links to Other Websites.
The Site may provide links to websites other than DilaniDiva. Such links are provided for reference only, and DilaniDiva neither controls such websites nor endorses any of the material on any such websites or any association with their operators.
8. Notice.
Any notice or other communication to be given hereunder will be in writing and given (a) by DilaniDiva via facsimile, telephone, receipt confirmed, United States mail or email (in each case to the number or address that you provide), and (b) by you via email to customerService@DilaniDiva.com. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, and five (5) days after receipt by the U.S. Postal Service in the case of United States mail.
9. No Assignment.
You shall not assign this Client Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of DilaniDiva. Any such purported assignment or delegation by you without the appropriate prior written consent of DilaniDiva will be null and void and of no force or effect, unless otherwise expressly consented to by DilaniDiva at its sole and absolute discretion. DilaniDiva may assign this Agreement or any rights hereunder without your consent.
10. Relationship of the Parties.
Notwithstanding any provision hereof, for all purposes of this Client Agreement each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.
11. Arbitration.
Any controversy or claim arising out of or relating to this Client Agreement, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Portland, Oregon, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, DilaniDiva, the Client or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
12. You consent to the use of (a) electronic means to complete this Client Agreement, to use the Site and Advisor Services and to provide you with any notices given pursuant to this Client Agreement, and (b) electronic records to store information related to this Client Agreement or your use of the Site.
You understand and agree that this Client Agreement and any notices given pursuant to this Client Agreement are enforceable in electronic format.
13. Miscellaneous.
If any provision of this Client Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. DilaniDiva’s failure to act with respect to a breach by you or others does not waive DilaniDiva’s right to act with respect to subsequent or similar breaches. The failure of DilaniDiva to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. This Client Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon. The parties acknowledge that this Client Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in this Client Agreement. You agree that this Client Agreement and the Client rules and restrictions and policies contained herein, and DilaniDiva’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and DilaniDiva. This Client Agreement together with the rules and policies of DilaniDiva constitutes the entire agreement between DilaniDiva and you with respect to the subject matter hereof.
End of Client Agreement
Correspondence concerning the Client Agreement should be addressed to:
Dilani Diva
PO Box 506
Lafayette, OR 97127.
Our customer service phone number is: (877) 677-3482.
Our customer service email address is: CustomerService@dilanidiva.com
