As of 4-6-2021
THIS WEB PAGE IS A LEGAL DOCUMENT (“AGREEMENT”) BETWEEN YOU (“THE USER”) AND DRYNKS, INC. (“DRYNKS”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE WEB SITE. BY USING AND ACCESSING THE WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE WEB SITE. DRYNKS MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
TERMS AND CONDITIONS
These Website Terms and Conditions (“Agreement”) are made as of the Effective Date by and between DRYNKS, Inc. (“DRYNKS”), a Wyoming Corporation, and the User, as defined hereunder.
WHEREAS, DRYNKS has developed and owns that certain dating website (as defined hereinafter) for use and access by User via the Internet; and
WHEREAS, User desires to access and use the Website in accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and DRYNKS hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 — Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 — Definitions: The following definitions shall apply:
- Access: The term “access” and variants thereof (including, without limitation, “accessing” and “accessible”) shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.
- Website: The term “Website” shall mean that certain that certain multimedia interactive online product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as the DRYNKS Web Site, which is located on the Internet at URL www.DRYNKS.com, including any and all DRYNKS Technology used, incorporated, stored or accessible therein, as implemented on the DRYNKS System and made accessible to User through the Internet using the Password.
- Effective Date: The term “Effective Date” shall mean the date the User receives the Password from DRYNKS or accesses the Website, whichever occurs first.
- Date: The term “Data” shall mean any and all data and information used, stored on or transmitted through the Website, including (without limitation) the User Content.
- Documentation: The term “Documentation” shall mean any and all written manuals, user’s guides, website displays, Privacy Statements and Policy Statements concerning the Data and the Website as provided to User in printed or electronic form.
- DRYNKS Marks: The term “DRYNKS Marks” shall mean trademarks, trade names, service marks and trade dress of DRYNKS, including the name DRYNKS.
- DRYNKS System: The term “DRYNKS System” shall mean computer systems and communication equipment used for hosting the Website and providing User access to the Website.
- DRYNKS Technology: The term “DRYNKS Technology” shall mean any and all Technology developed by or for DRYNKS.
- Internet: The term “Internet” shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.
- Licensed Content: The term “Licensed Content” shall mean third party Technology incorporated in whole or part into the Website.
- Link: The term “Link” shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
- Password: The term “Password” shall mean that certain password and USER name assigned by DRYNKS to User for accessing the Website as may be modified from time to time as provided hereunder.
- Policy Statement: The term “Policy Statement” shall mean those certain written statements of policies (in printed or electronic form) concerning access to the Website as may be adopted by DRYNKS and as modified by DRYNKS from time-to-time.
- Privacy Statement: The term “Privacy Statement” shall mean that certain written statement of privacy policies (in printed or electronic form) concerning User software, systems, data and information as may be adopted by DRYNKS and as modified by DRYNKS from time-to-time.
- Proprietary Information: The term “Proprietary Information” shall mean the Password, Data, Documentation, Policy Statement, and any and all information in connection with the DRYNKS Technology which is disclosed to User by DRYNKS or learned or obtained by User and is not: (i) conveyed to User by a third party; (ii) released by DRYNKS without restriction; (iii) independently developed by User; and (iv) required by Court Order to be released by User.
- Provider: The term “Provider” shall mean a third party subcontractor selected and engaged by DRYNKS to provide hosting services for the Website as set forth under the Website Hosting Agreement
- Website Hosting Agreement: The term “Website Hosting Agreement” shall mean that certain Website Hosting Agreement between Drynks and Provider.
- Technology: The term “Technology” shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
- Term: The term “Term” shall mean a period of time starting on the Effective Date and ending on the date either party hereto cancels the Password as provided hereunder.
- Restatement: The term “Restatement” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839 [as updated].
- User: The term “User” shall mean the individual or entity assigned the password used to access the Website.
- User Content: The term “User Content” shall mean any and all User, data and information developed, used, stored or transmitted through the Website by User for sourcing and arranging dates.
- Unauthorized Access: The term “Unauthorized Access” shall mean any access to Website except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and arranging dates through the Website using the Password on behalf of User in accordance with this Agreement.
- Unauthorized User: The term “Unauthorized User” shall mean any individual who accesses the Website except for User and referrals of User for purposes of viewing, browsing, retrieving, uploading and posting information on and arranging dates through the Website during the Term using the Password on behalf of User in accordance with this Agreement.
- System: The term “System” shall mean computer systems and communications equipment owned or leased by DRYNKS and used for hosting the Website as established by DRYNKS under the terms of the Website Hosting Agreement.
- Fee: The term “Fee” shall mean the money to be paid by User to DRYNKS for access and use of the Website including (without limitation) the price for DRYNKS coins.
ARTICLE II: WEBSITE USE
Section 2.01 — Access: DRYNKS hereby grants User a non-exclusive, non-transferable and revocable license to access the Website, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and sourcing and arranging dates on or through the Website, subject to the terms and provisions of this Agreement.
Section 2.02 – STANDARD TERMS: During the Term, User shall comply with the STANDARD TERMS. DRYNKS may modify the STANDARD TERMS from time to time at the exclusive discretion of DRYNKS. DRYNKS shall provide online notice of any changes to the STANDARD TERMS to User. Access by User to the Website after receipt of such notice shall constitute acceptance of any such changes.
Section 2.04 – User Content: During the Term, User may develop, input, retrieve, upload and modify User Content in connection with using the Website. User shall not access or modify any Data or information except User Content. User hereby authorizes DRYNKS to retrieve and use User Content as well as User data sourced from third party data integrators, data bases, data systems and data sources for purposes of providing Website content and services to User.
Section 2.03 — Password: User hereby accepts responsibility for, and shall be liable for, all access to the Website in connection with the Password. User shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of DRYNKS.
Section 2.04 — Unauthorized Access: User shall prevent Unauthorized Users from accessing the Website. User shall prevent Unauthorized Access to the Website.
Section 2.05 – Lawful Purpose: User represents and warrants that User access to the DRYNKS Technology and use of the Website shall not violate any contract, statute, rule, regulation or other obligation under which User is bound. User represents and warrants that User shall not access the DRYNKS Technology or Website to conduct or solicit the performance of any business or activity that is tortuous or prohibited by law including (without limitation) acts of prostitution, sexual harassment or unlawful discrimination.
Section 2.06 — Cancellation: DRYNKS may cancel the Password, for convenience and in the exclusive discretion of DRYNKS, upon providing written notice of such cancellation to User. User may cancel the Password, for convenience and in the exclusive discretion of User, upon providing written notice of such cancellation to DRYNKS. Upon cancellation of the Password, User shall immediately cease and desist any and all access to and attempts to access the Website.
Section 2.07 – Shut-Off: DRYNKS shall have the right to disable and deny the Password and terminate this Agreement without notice upon: (i) User violation of Section 2.05; (ii) DRYNKS receipt of notice from a third party (including, without limitation, Provider and other users) challenging use of the Website by User; (iv) Termination, cancellation or breach of the STANDARD TERMS or the Website Hosting Agreement; (v) the failure of DRYNKS to receive timely payment from User as provided under the terms hereof; and (vi) Termination, cancellation or breach of this Agreement.
Section 2.08 – Deactivation and Removal: Upon termination of this Agreement, DRYNKS shall have the right to disable and deny the Password and cease all User access to the Website. Upon termination of this Agreement, DRYNKS shall remove, migrate, destroy, or convert (as the case may be) all User Content in its possession. User shall destroy or return (as requested by DRYNKS) any copies of Website materials in possession of User (excluding User Content).
ARTICLE III: HOSTING AND SUPPORT
Section 3.01 — Hosting: User hereby acknowledges that the Website is hosted under the Website Hosting Agreement and subject to the terms thereof. User hereby releases, indemnifies and holds harmless DRYNKS for the performance of Provider under the Website Hosting Agreement.
Section 3.02 — Disaster Recovery: User shall be responsible for disaster recovery and planning using the Website and the facilities provided by Provider. User shall administer security procedures using the Website as supported by Provider, including SSL Certificate management and establishing and maintaining firewalls.
Section 3.03 – Service Levels: The Website shall be accessible by User in accordance with the scheduled availability of the System under the Website Hosting Agreement, less downtime attributable to: (i) scheduled network, hardware or service maintenance; (ii) the acts or omissions of User; or (iii) Internet failure.
Section 3.04 — Support: DRYNKS shall resolve reported defects in the Website as may be reported by User via email. DRYNKS may provide User with email consultations in answering questions concerning use of the Website, subject to the discretion of DRYNKS.
Section 3.05 — Fee: User shall pay the Fee. The Fee shall not be eligible for refund in the event of termination or cancellation of this Agreement.
ARTICLE IV: INTELLECTUAL PROPERTY
Section 4.01 — Ownership and Title: Title to the Website (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of DRYNKS.
Section 4.02 — Unauthorized Use: User shall not copy or download the Website (or any content from the Website except User Content) without the prior written consent of DRYNKS. User shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, the Website without the prior written consent of DRYNKS.
Section 4.03 — Trademarks: DRYNKS shall retain all rights, title and ownership interests in the DRYNKS Marks and goodwill associated therewith.
Section 4.04 — Proprietary Information: User shall hold DRYNKS Technology in strict confidence and shall not access or disclose DRYNKS Technology except as otherwise permitted under this Agreement. User hereby acknowledges and agrees that the DRYNKS Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Section 4.05 — No Contest: User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of DRYNKS in connection with the Website.
Section 4.06 — User Submissions: User Content uploaded, posted or submitted by User on the Website shall be for dating purposes only in compliance with the STANDARD TERMS and this Agreement. User hereby grants DRYNKS an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, display, distribute, and disclose such User Content, in whole or in part, to other users on the Website for purposes of dating introductions and arrangements. User represents and warrants that User possesses all necessary rights, title and interests to rightfully grant DRYNKS the foregoing license, free and clear of any encumbrances, third party interests and restrictions. User also represents and warrants that all information provided by User in connection with the Website and this Agreement is true, complete and accurate.
ARTICLE V: WARRANTY AND INDEMNIFICATION
Section 5.01 — Express Warranties: User hereby acknowledges and agrees that DRYNKS (including officers, employees, agents, directors and independent contractors of DRYNKS) has not made or granted to User any express warranties concerning the Website.
SECTION 5.02 — WARRANTY LIMITATION: THE WEBSITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. DRYNKS, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL WARRANTIES BY DRYNKS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE WEBSITE. DRYNKS DOES NOT WARRANT AND USER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE WEBSITE BY USER WILL BE UNINTERRUPTED OR ERROR FREE. DRYNKS DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE WEBSITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE INFORMATION ON THE WEBSITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND THE WEBSITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS, STANDARD TERMS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE WEBSITE. DRYNKS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR HARM OR DAMAGES RESULTING FROM OR ARISING OUT OF USER INABILITY TO USE THE WEBSITE OR ANY OF THE SERVICES THEREUNDER.
Section 5.03 — Inaccuracies: User hereby acknowledges that the Website may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the Website.
SECTION 5.04 — LIMITATION OF LIABILITY: DRYNKS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE WEBSITE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY USER; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER DRYNKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
SECTION 5.05 — LIMITATION OF DAMAGES: THE SOLE REMEDY OF USER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, AND SERVICES OFFERED THROUGH THE WEBSITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE WEBSITE, AS DETERMINED BY DRYNKS.
Section 5.06 — Indemnification: User shall release, defend, indemnify and hold harmless DRYNKS (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by User of the Internet, Website or products or services offered through the Website (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the Website; (iii) User’s negligence or any tortious acts (or failures to act) of User; (iv) services offered through the Website; and (v) any breach by User of the obligations of User under this Agreement.
Section 5.07 — Export Assurance: User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 5.08 — Links: User hereby acknowledges that the Website may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to User and do not constitute an endorsement by DRYNKS of such Web Sites and the third party content therein.
ARTICLE VI: MISCELLANEOUS
Section 6.01 — Entire Agreement: This Agreement (including the STANDARD TERMS and the Privacy Statement) contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between DRYNKS and User relating to the subject matter hereof.
Section 6.02 — Amendments and Modifications: Any and all modifications to the Privacy Statement, STANDARD TERMS and this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of DRYNKS.
Section 6.03 — Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 6.04 — Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 6.05 — Governing Law: This Agreement shall be governed by the laws of the State of Nevada, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Los Angeles, California.
Section 6.07 — DRYNKS Notice: All notices to DRYNKS shall be in writing. Notices to DRYNKS shall be deemed delivered when delivered by email to the email address provided by DRYNKS in the Contact Us section of the Website. Notices to DRYNKS shall be deemed given on the date notice is received by DRYNKS (as evidenced by the date of the email).
Section 6.08 — Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
Section 6.09 — Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to DRYNKS. In addition to remedies at law and other rights which may be available, DRYNKS shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.
Section 6.10 — Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 6.11 — Public Announcements: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Los Angeles, California. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Arbitrator(s) shall be selected by the parties in accordance with the Arbitration Rules of the American Arbitration Association. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by the American Arbitration Association.
Section 6.13 — Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).