Terms of Use

Last Modified: AUGUST 1, 2020

1. AGREEMENT

Please read these terms of use carefully before using the Site (as defined below) or any of the Services (as defined below). Darcy Partners, LLC, a Texas limited liability corporation (“Darcy”, “we”, “us”, or “our”), provides this Site and the Services subject to your compliance with the following terms and conditions (the “Terms of Use”).

These Terms of Use govern the relationship between us and you and the company or organization you represent (collectively, “you” and “your”) with respect to your use of the Services. If you or your employer has entered into an Additional Agreement with Darcy (as defined in the Additional Agreements section below) to use the Services, your use of the Services will be governed by the terms and conditions set forth in these Terms of Use, except to the extent expressly set forth in the Additional Agreements section.

By using our Services, you accept and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, then you may not access or use the Services.

2. CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion and provide you with notice by posting the revised Terms of Use on this Site. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. PRIVACY POLICY

Darcy’s Privacy Policy is located at darcypartners.com/privacy and is incorporated herein by reference. Darcy’s Privacy Policy sets forth (i) how Darcy may collect, use, store and process personal information of or relating to you, and (ii) how you may request deletion of your personal information. You acknowledge that you have read and understand the Privacy Policy.

4. ADDITIONAL AGREEMENTS

You or your employer may have additional agreements signed directly with Darcy that supplement or amend these Terms of Use (for example, a subscription agreement) (“Additional Agreements”). If there is any conflict between these Terms of Use and any Additional Agreement, the Additional Agreement will control in relation to the conflicting subject matter.

5. TRIAL SUBSCRIPTIONS

Darcy may make the Services available to you on a trial basis. Darcy may terminate, modify or extend your trial subscription at any time. Any Content or User Contributions (defined below) you provide in connection with a trial subscription may be retained by Darcy, or may be deleted by Darcy without any retention period.

6. SERVICES AND SITE CONTENT

Darcy makes available through darcypartners.com, darcypower.com and dar.cy (collectively, the “Site”) and other parts of its platform (including mobile apps, APIs, and other methods) certain services and Content (collectively, the “Services”). Darcy reserves the right from time to time to, and you acknowledge and agree that Darcy may, modify or release subsequent versions of the Services, or may discontinue the Services.

The Services provide information, data and other content, embodied in reports, presentations, videos, live and recorded discussions, screens, and the underlying electronic files, databases, and information (collectively, “Content”) about Darcy, about industrial products and services markets, and certain products and services offered by third party technology solution providers. Unless otherwise specified in the Services or in these Terms of Use, you may use the Content solely for your internal business needs. You must retain all copyright and other proprietary notices on any Content. Any use of the Content is subject to the terms and conditions of these Terms of Use. You may not download, copy, or use any of the Content except as expressly authorized by these Terms of Use and, in any event, you may not distribute, modify, transmit or publicly display the Content without the written consent of Darcy or its licensors.

The Services include Content which is provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Darcy. We are not responsible, or liable to you or to any third party, for the content or accuracy of any Content provided by any third parties.

7. ACCOUNT REGISTRATION

To access and use the Services, you must register and create an account. Such registration is required for all users of the Services, including any user that is a party to or governed by an Additional Agreement. Only registered users can access and use the Services. If you are not a registered user, you may not access or use the Services, provided, however, non-registered users are permitted to access and review non-restricted areas of the Site. Attempting to access restricted areas of the Site or the Services without authorization is prohibited. You are also responsible for the security of your account and all activity associated with your account. You may not share any user IDs or passwords or permit a single username to be used by multiple users to access the Services. You agree not to transfer or resell your use of or access to the Services to any other party. If you believe an unauthorized use has occurred, you must notify Darcy immediately by sending an e-mail to support@darcypartners.com.

8. FEES AND PAYMENT TERMS

Your use of the Services may be subject to fees and other charges. Your access to and use of all Services is contingent on (among other things) your timely payment of all applicable amounts, including any taxes and other fees, with respect to the Services and compliance with these Terms of Use. You may access and use the Services solely within the scope of your subscription, including the permitted number of users, that you selected when subscribing for the Services.

9. USER CONTRIBUTIONS

We may provide private, non-public areas for you to store content for your own use or for you to privately communicate with Darcy or other users (“Private Content”). Except for Private Content, any User Contribution you post or provide to us will be considered non-confidential and non-proprietary. By posting or providing any User Contribution, you grant Darcy and its service providers an unlimited, perpetual and irrevocable right and license to use, reproduce, modify, perform, display, distribute, and, except in the case of Private Content, disclose to third parties any such material for any purpose. You agree and acknowledge that we may aggregate your User Contributions with data of other parties such that it does not identify you, your company or any other party; any such aggregated data is not a User Contribution, and Darcy may use and disclose it for any purpose. We have no obligation to retain any User Contributions.

The Services may contain forums, chat rooms, company profiles, webinars, audio conferences, video conferences, and other interactive computer services that allow users to post, submit, publish, display, transmit to, or communicate with other users or other persons (hereinafter, “post”) content or materials. We may also solicit information from you relating to you, your employer, other companies, and other topics through surveys, polls, and questionnaires. You may provide this information through the Site, through APIs or through other interfaces with our Services. Collectively, the information you post and provide to us are “User Contributions”.

You are solely responsible for the accuracy, integrity, quality, reliability and right to use any User Contributions you post or provide to us. You represent and warrant that you have sufficient rights to post or provide any User Contribution you post or provide to us and that none of the User Contributions or their use as contemplated herein will: (i) violate any foreign, federal, state or local law or regulation; (ii) infringe any copyright, trademark or other proprietary right of any third party; (iii) violate or infringe upon any party’s privacy right, right of publicity or any other right of any person or entity; or (iv) contain any material which is unlawful, hateful, obscene, libelous, threatening or defamatory.

10. RELIANCE ON CONTENT; TRANSACTIONS

The Services and the Content are intended only to assist you with your independent evaluation of technologies and solutions offered by third parties. Darcy will have no responsibility, liability or obligation with respect to the consummation of any transaction that may arise as a result of your use of the Services. You are responsible, in your sole discretion, for determining and choosing which parties to do business with. You will be fully and solely liable for any and all transactions that are consummated as a result of your use of the Services. In the event of any dispute between you and any third party arising out of such a transaction, you will and hereby do release Darcy and its employees, affiliates and agents from all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such dispute.

11. THIRD PARTY SITES AND THIRD PARTY ACCOUNTS

The Services may contain links to other Internet web sites which are not owned or operated by Darcy. Although Darcy makes these links available from the Services, it has no control over such sites. Darcy is not responsible for the content of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites. The fact that Darcy offers such links does not indicate any approval or endorsement of any material contained on any linked site. Darcy provides these links to you only as a convenience.

You may enable access to your third party accounts or information on your devices in order for some features of the Services to operate (for instance, you may grant us access to your calendar to enable scheduling features). If you enable such access, you agree that we may access such accounts and information to provide the Services. At any time, you can revoke our access to those accounts or information.

12. UNAUTHORIZED USE

You agree that you will use the Services in accordance with all applicable local, state, federal and international laws, including those related to data privacy, telecommunications and the transmission of technical or personal data. You warrant that you are not a “minor” as defined by applicable law. You further warrant that you will not make any Unauthorized Use of the Services. “Unauthorized Use” means use of the Services (a) by a minor, (b) by any third party using your password, or © by you for, or on behalf of, any other person or entity. You will defend, indemnify, and hold Darcy harmless from and against any and all claims, liability or expenses arising out of any Unauthorized Use.

13. CODE OF CONDUCT

While using the Services, you agree not to:

  • Restrict or inhibit any other visitor or user from using the Services, including, without limitation, by means of hacking or defacing any portion of the Site or the Services;
  • Use the Services for any unlawful purpose;
  • Express or imply that any statements you make are endorsed by us, without our prior written consent;
  • Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; © any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
  • Engage in spamming or flooding;
  • Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
  • Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Services;
  • Remove any copyright, trademark or other proprietary rights notices contained in the Services;
  • Frame or mirror any part of the Services without our prior written authorization;
  • Link to any page of or content of the Services;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to download, capture, retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Services, including any Content (except as otherwise expressly set forth in any applicable Additional Agreement); or
    Harvest or collect information about Site visitors or Services users without their express consent.

14. CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials made available by or through Darcy infringe your copyright, you (or your agent) may send Darcy a notice requesting that Darcy remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Darcy a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to:

Darcy Partners, LLC
Attn: Copyright Agent
J. Terrill Consulting Firm LLC
9894 Bissonnet, Suite 445
Houston, Texas 77036

Darcy suggests that you consult your legal advisor before filing a DMCA notice or counter-notice.

15. OWNERSHIP AND RESTRICTIONS ON USE

The Services are owned and operated by Darcy. The Services (and any intellectual property and other rights relating thereto), are and will remain the property of Darcy and its licensors and suppliers. The Services and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except to the limited extent permitted herein or as otherwise expressly set forth in any applicable Additional Agreement, you may not copy, reproduce, republish, upload, post, transmit or distribute the Content available on or through the Services in any way without our prior written permission. The Content may be used solely to the extent necessary for your authorized use of the Services, as provided in these Terms of Use or as expressly authorized in writing by Darcy or, if so indicated in writing by Darcy, its licensors or suppliers. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Services. The trademarks, logos, and service marks displayed on the Services (collectively the “Trademarks”) are the registered and unregistered trademarks of Darcy and its licensors and suppliers. No part of the Services should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Darcy or the third party owner of such Trademark. Misuse of any Trademarks is prohibited.

16. MONITORING AND ENFORCEMENT; TERMINATION

We reserve the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or Unauthorized Use of the Services.
  • Terminate or suspend your access to and use of the Services if you violate the terms of these Terms of Use, the Code of Conduct or any Additional Agreement.
  • Terminate or suspend your access to and use of the Services if your access to the Services is provided through or on behalf of your employer and you are no longer employed by your employer.

17. DISCLAIMERS

THE SERVICES, INCLUDING THE SITE, THE SERVICES, THE CONTENT AND ANY PRODUCT OR SERVICE OBTAINED BY YOU THROUGH THE SERVICES ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DARCY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. DARCY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF DARCY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, USERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.

18. LIMITATION OF LIABILITY

IN NO EVENT WILL DARCY OR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE BY DARCY UNDER THESE TERMS OF USE. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF DARCY WITH RESPECT TO THE SERVICES SHALL BE THE TOTAL AMOUNT PAID BY YOU TO DARCY TO ACCESS THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM ARISING.

The limitations on liability in these Terms of Use will apply to the maximum extent permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute or otherwise, even if Darcy has been advised of the possibility of the liability and regardless of whether the limited remedies in these Terms of Use fail of their essential purpose.

You acknowledge that the amounts payable for the Services are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms of Use and that such disclaimers and limitations are an essential element of the bargain between you and Darcy.

19. INDEMNIFICATION

You agree to indemnify, defend and hold Darcy, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorney’s fees) and other expenses that arise directly or indirectly out of or from (a) your use of the Services (including any Content) (whether provided by you or others); (b) your breach of these Terms of Use or any Additional Agreement, including any violation of the Code of Conduct above; © any allegation that the materials you submit to us or transmit to the Services including User Contributions infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; or (d) any of your other activities in connection with the Services.

20. RELATIONSHIP TO OTHER LAWS

Darcy does not seek to limit your warranties, your other rights and remedies, or the liability of Darcy for damages or losses to the extent the limits are not permitted by applicable law (such as statutory warranties, conditions, remedies or liabilities that cannot be excluded by applicable law). Nothing in these Terms of Use restricts the effect of warranties, the liability of Darcy for damages or losses or other terms that cannot be excluded or otherwise modified under applicable law notwithstanding a contractual restriction to the contrary. These Terms of Use give you specific legal rights, and you may also have other legal rights, which vary from jurisdiction to jurisdiction. For example, some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms of Use may not apply to you.

21. ENTIRE AGREEMENT

Except as otherwise set forth in any Additional Agreement, these Terms of Use constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous Terms of Uses and communications, whether oral or written, between the parties relating to the subject matter hereof.

22. GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the Services and these Terms of Use shall be instituted exclusively in the federal and state courts of Harris County, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

23. EXPORT LAWS

You agree to comply with all relevant export laws and regulations of the United States to ensure that no software, information or technical data provided pursuant to these Terms of Use is exported or re-exported directly or indirectly in violation of law.

24. ASSIGNMENT

You may not assign or otherwise transfer your account, these Terms of Use or any right or obligation set forth in these Terms of Use without Darcy’s prior written consent. Any purported assignment in violation of the preceding will be void and of no effect. Darcy may assign these Terms of Use to another party at any time upon written notice to you. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

25. WAIVER

No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under these Terms of Use.

26. SEVERABILITY

If and to the extent any provision of these Terms of Use is held unenforceable under applicable law, (i) such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms of Use, and (ii) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.

27. SURVIVAL

The terms of sections 3, 6, 9 and 17-26, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Services or these Terms of Use.