TERMS AND CONDITIONS OF THE WEBSITES’ USE
This Statement was created on January 25, 2021.
This Statement was last updated on April 28, 2022.
These Terms and Conditions (“Terms”) apply to [ https://trythedarkside.com
] and any other Darkside Website on or accessible via [ https://trythedarkside.com
] (collectively, the “Websites”) that links to these Terms.
The Websites are operated by certain Member Firms (described below) under the coordination of Darkside Europe GmbH (further stated as “Darkside Europe”)
- Gesellschaft mit beschränkter Haftung, a private company with limited liability with the business premises address (postal address): Germany, Berlin, Olivaer Platz 10, 10707 under Charlottenburg (HGR) HRB 204070 B. To contact us, please email firstname.lastname@example.org
, tel.: + 49 (30) 403 68 45 70.
Some Websites and certain content may be subject to different or additional terms. By accessing any other Websites or content, you agree to be bound by any additional terms that govern use of each such Website or such content.
Please, read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Websites, including but not limited to various limitations, exclusions, and indemnities.By accessing or using the Websites, and the content and services available via the Websites, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Websites; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Websites.
As used in these Terms and the Websites, “Darkside”, “us”, and “we” refer to the Darkside network and/or one or more of its Member Firms. Each Member Firm in the Darkside network is a separate legal entity.Definitions and interpretation
For clarity and comprehension, we have defined certain words used in the Terms and on the Websites. Additional definitions are included elsewhere in the Terms.
” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
” means a local partnership, firm or other entity that is a member of the Darkside network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm.
” and “Principal
” means an individual who is a partner, principal, member, shareholder or equivalent of a Member Firm. Likewise, “office
” refers to any office of one or more Member Firms in the relevant jurisdiction.
” or “us
” refers to the Darkside network and/or its individual Member Firms. “Darkside
” or “us
”, as used in individual articles and information available on the Websites may, depending on context, refer to the Darkside network as a collective or to individual Member Firms.
” refers collectively and inclusively to the individual Member Firms of the Darkside network, including their respective officers, directors, partners, principals or equivalent; personnel; affiliates; business associates; licensors; and contractors and subcontractors.
” means a User who has registered and created an Account with Darkside to access enhanced features of a Website and its content.
” means all users of a Website.
" means you as an individual user of a Website.
In these Terms:
i. the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, and
ii. the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected.About the Websites
The Websites might provide information about Darkside, including the services and products we provide (in case it is permitted in accordance with applicable local law). References to “the Website,” “the Websites”, and [“ https://trythedarkside.com
”] include all software, content and features provided within the relevant Website(s).
The Websites offer a range of interactive features, such as access to premium and personalized content, user profiles, Q&A sessions, online sessions, commenting and other publicly accessible collaborative features. We may add other features from time to time. Certain features are available only to Registered Users. For more information about registration, please see the Registration section of these Terms.Informational purposes only
The Websites and content available within them is for informational purposes only.Changes to and availability of the Websites
The Websites are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Websites may be suspended at any time without notice (except for those ones that are mandatory according to applicable local law).Your responsibilities
You will use the Websites only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us via the contacts mentioned above
and provide us with assistance, as requested, to stop or remedy such violation.
In using the Websites, you must not do any of the following:
· Post, transmit, or otherwise make available through the Websites any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libellous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program (each, a “Virus”).
· Post, transmit, or otherwise make available through the Websites any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
· Use the Websites for any commercial purpose or otherwise use the Websites for processing data or other information on behalf of any third party.
Requirements to Use the Websites
- Use the Websites for any purpose that is fraudulent or otherwise tortious or unlawful.
- Interfere with or disrupt the operation of the Websites or the servers or networks used to make the Websites available, including by hacking or defacing any portion of any of the Websites; or violate any requirement, procedure or policy of such servers or networks.
- Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Websites to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Websites except as expressly authorized herein, without Darkside’s express prior written consent.
- Remove or alter any copyright, trademark or other proprietary rights notice on the Websites or content you access via the Websites.
- Frame or mirror any portion of the Websites, or otherwise incorporate any portion of the Websites into any product or service, without Darkside’s express prior written consent.
- Systematically download and store Websites’ content.
- Use any robot, spider, Websites search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Websites, (b) reproduce or circumvent the navigational structure or presentation of the Websites, or (c) harvest or collect information about users of the Websites without Darkside’s express prior written consent.
- If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Websites or take any other steps we consider appropriate.
If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.
If you are using the Websites on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms on behalf of such organization and all references to “you” throughout these Terms will include such organization, jointly and severally with you personally.
· You represent and warrant that you and/or the organization you are acting on behalf of: (i) are not located, organized, or resident in a country that is subject to an embargo imposed by a government, union, or an intergovernmental organization, including without limitation the United States, the United Kingdom, the European Union or any EU member state, or the United Nations, or that has been designated by such parties as a “terrorist supporting” country; (ii) are not listed on any government, union, or intergovernmental organization list of prohibited or restricted parties; and (iii) are not owned or controlled, directly or indirectly by any party described in clauses (i) and (ii) of this provision. If any applicable law, rule or regulation prohibits you to access the Websites, you may not access them.Registration
Certain features of the Websites are available only to Registered Users. Current examples include access to premium content and any on-site commenting or collaboration activities. Additional features may be made available to Registered Users over time.
How to register
To register, you will need to provide certain information about yourself and create a username and password. This combination of information (“Account”) will be your Account as a Registered User.
Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the Websites; however, you will no longer have access to features available only to Registered Users.
Responsibilities of Registered Users
If you choose to register with us and become a Registered User, you agree you are solely responsible for your Account and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission. In becoming a Registered User, you also agree to:
- provide true, current, accurate and complete information about yourself as requested by us from time to time and notify us promptly of any changes to your information so that your Account information is current, complete and accurate;
- maintain the confidentiality and security of your Account, including your username and password;
- notify us immediately of any unauthorized use of your Account, Account password, or service provided through your Account, as well as any breach of security with respect to your Account, Account password, or service provided through it; and
- assist us, if and as we request, to stop or remedy any breach of security related to your Account.
Privacy of Registered Users
We may, in our sole discretion, suspend, restrict or terminate your use of the Websites (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Websites or our or any third party’s equipment or network is impaired by your use of the Websites; we have received a third party complaint which relates to your use or misuse of the Websites; or you have been or are in breach of any term or condition of these Terms.Intellectual property
Except where expressly stated otherwise, all right, title, and interest in and to the Websites and all Content, source code, processes, sessions, designs, technologies, URLs, domain names, marks, and logos forming any part of the Websites (collectively, “Our Content”) are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, database rights, or other proprietary rights and laws.
You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Websites as set out in these Terms.
Unless otherwise expressly authorized by us in writing, you agree not to
- copy, modify, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;
- remove any proprietary notices or labels on or in Our Content; or
- allow any other person or entity to engage in any of the foregoing.
The Websites may contain functionality that permits you to comment on articles; share materials, session links; provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the Websites (collectively, “Submissions”).
If you choose to make publicly available any of your personal information or other information through the Websites (for example through posting a comment or other form of Submission), you do so at your own risk. You will also comply with all relevant requirements set out in these Terms when making a Submission.
You acknowledge and agree that your Submissions are not confidential; that your provision of Submissions is gratuitous, unsolicited and without restriction; and that the provision of any Submission does not place Darkside under any fiduciary or other obligation.
We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the site; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions. If and when we do monitor your use of one or more of the Websites, we will do so in accordance with applicable law.
You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are (a) complete and accurate and (b) are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
We do not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the Websites:
1.You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, exploit and practice any comment or Submission, in any format or media now known or hereafter developed, and for any purpose in accordance with applicable local law (including promotional purposes, such as testimonials if permitted in accordance with applicable local law);
2.You confirm, represent and warrant to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above;
3.You acknowledge and agree that the technical processing and transmission of the Websites, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
Compliance and Complaints
You agree that we may, without notice or liability, if we choose to do so (which we may decide at any time to do without assuming any obligation to do so), disclose to third parties any of your information or your Submissions; monitor use of the Websites; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Websites to customers, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.
If we receive a complaint relating to your use of the Websites, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.
The Websites may contain links to websites and other materials made available by third parties (collectively, “Third Party Content”). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.
Third Party Content may be protected by applicable copyrights, database rights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Websites as set out in these Terms.
We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Websites does not imply the endorsement of, or affiliation with, any provider of such Websites or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).
Trade and Service Marks
You may not use the “Darkside” or “DS” trade names, trademarks, service marks, logos or designs, or any other mark held by Darkside, in connection with any product or service that is not of any Darkside Member Firm nor in any manner that is likely to cause confusion, take unfair advantage or cause detriment. Nothing contained on the Websites should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.
Intellectual property infringement and other unlawful content
If you believe in good faith that materials made available on the Websites infringe your intellectual property rights or are otherwise unlawful, you (or your agent) may send to Darkside a written notice by mail or email, requesting that Darkside remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice against you, you can send a counter-notice to Darkside. Notices and counter-notices must be sent in writing to Darkside’s agent by email to email@example.com
or by phone to Darkside agent’s phone number + 49 (30) 403 68 45 70. We suggest that you consult your legal advisor before filing a notice or counter-notice.Liability and Warranties
Limitation of Liability
The Websites are provided for information purposes only and, to the maximum extent permitted by applicable law, Darkside and the Darkside Parties exclude all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Websites and any materials you obtain via the Websites save that we do not exclude or limit in any way our liability to you where it would be unlawful for us to do so (including liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation).
You acknowledge and accept that use of the Websites is subject to the risks inherent in any connection and transmission on the Internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Darkside nor any Darkside Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of Internet networks or for any interruptions to or restrictions on the accessibility of the Websites arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DARKSIDE PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF. THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DARKSIDE PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS ON THE WEBSITES; ANY INFORMATION MADE AVAILABLE THROUGH THEM; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITES OR THE INFORMATION MADE AVAILABLE THROUGH THEM; OR FOR ANY LOSS OR DAMAGES – INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR LOSSES OR DAMAGES – THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITES OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITES.LEGAL DISCLAIMER
THE INFORMATION CONTAINED ON THIS WEBSITE IS FOR GENERAL GUIDANCE ON MATTERS OF INTEREST ONLY. THE APPLICATION AND IMPACT OF LAWS CAN VARY WIDELY BASED ON THE SPECIFIC FACTS INVOLVED. WHILE WE HAVE MADE EVERY ATTEMPT TO ENSURE THAT THE INFORMATION CONTAINED ON THIS WEBSITE HAS BEEN OBTAINED FROM RELIABLE SOURCES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DARKSIDE IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION ON THIS WEBSITE IS PROVIDED “AS IS”, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DARKSIDE, ITS RELATED PARTNERSHIPS OR CORPORATIONS, OR THE PARTNERS, AGENTS OR EMPLOYEES THEREOF BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION ON THIS WEBSITE OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN LINKS ON THIS WEBSITE MAY CONNECT TO OTHER WEBSITES MAINTAINED BY THIRD PARTIES OVER WHOM DARKSIDE HAS NO CONTROL. DARKSIDE MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR ANY OTHER ASPECT OF INFORMATION CONTAINED ON OTHER WEBISTES.
To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold the Darkside Parties and their insurers harmless from and against any action, proceedings, claims, causes of action, demand, debts, losses, damages, charges, expenses and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by us relating to or arising from any content or information posted or transmitted by you using the Websites or otherwise arising out of your use of the Websites or use of the Websites by any third party who is given or gains access to the Websites due to your action or inaction. Your indemnification obligation to the Darkside Parties includes but is not limited to any instance where one or more of your Submissions (a) infringes any Third Party Content or other third-party intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
The Darkside Parties have the right at any time to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the Darkside Parties to affect the rights of the Darkside Parties or their insurers to assume the defense or settlement of any claim against any Darkside Party for which insurance coverage is sought under any applicable insurance policy.
Disclaimers and Assumptions of Risk
Darkside makes no representations or warranties about the Websites. The Websites and all information provided to you via the Websites is provided “as is” and “as available”. To the maximum extent permitted by applicable law, the Darkside Parties disclaim all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Darkside neither represents nor warrants that the Websites, services and content provided through the Websites, or software or information downloaded from the Websites will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.
BY MAKING AVAILABLE THE WEBSITES, DARKSIDE IS NOT MAKING AN OFFER OF ANY PROFESSIONAL SERVICES OR GOODS.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.Other legal provisions
We reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. We will only amend these Terms if the provisions in the Terms are no longer appropriate or if they are incomplete, and only if the changes are reasonable. The latest, fully-amended version of these Terms will be published on the Websites. You are responsible for regularly reviewing the Websites to obtain timely notice of such amendments. If you continue to use the Websites after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.
Without limiting any of our rights, we may suspend, restrict or terminate your use of the Websites (including your Account, if you are a Registered User), effective at any time, without notice to you if the operation or efficiency of the Websites or our or any third party’s equipment or network is impaired by your use of the Websites; we have received a third party complaint which relates to your use or misuse of the Websites; you have been or are in breach of any term or condition of these Terms; we are required to do so for legal reasons; or if we have other valid reason to do so.
Your use of the Websites, and the content and features accessed through them, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.
No implied waiver
If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the Darkside Parties are giving up any rights that we/they may have (such as taking action in the future).
Any cause of action you may have with respect to these Terms or the Websites must be commenced within one year after the claim or cause of action arose, or it will be barred.
Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms:
- by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account; and
- by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted via these contacts mentioned above.
We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
If a particular term is found to be unenforceable, this will not affect any other terms.
The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by English law. The courts of England and Wales shall have exclusive jurisdiction over all disputes and claims arising out of or in connection with these Terms.