Last Updated: [December 4 2024]
Welcome to Dagnee, a site operated by Dagnee LLC (“Dagnee,” “us,” and “we”). Dagnee provides a platform designed to allow potential buyers (“Buyers”) to connect with owners (“Sellers”) of small and medium sized businesses (the “Seller Business”).
PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF DAGNEE, ITS AFFILIATES O AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY DAGNEE. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE, AND THE SERVICES, INFORMATION AND CONTENT AVAILABLE OR ENABLED VIA THE WEBSITE (THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DAGNEE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE BUYER YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUYER TO THE AGREEMENT. THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. UNLESS OTHERWISE SPECIFIED, “YOU” REFERS TO BOTH SELLERS AND BUYERS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
PLEASE BE AWARE THAT SECTION 17 OF THIS AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. All Supplemental Terms are hereby incorporated into this Agreement by reference. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY DAGNEE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Dagnee will make a new copy of the Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 3.1) or another manner through the Services (which may include posting an announcement on our Website). Dagnee may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Website and the Services. Otherwise, your continued use of the Website or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1.1 Services. We make our Services available as an online platform where Buyers can connect with Sellers to evaluate the possibility of entering into a transaction for the sale of all or some of the Seller Business (the “Transaction”). Our responsibilities are limited to facilitating the availability of the Services. You acknowledge and agree that Dagnee: (a) does not represent the Buyer or Seller in connection with User’s use of the Services in any fiduciary, agent-principal, broker, attorney-client, or any other capacity; (b) is not a law firm and the Services do not constitute legal advice, even if Dagnee provides sample forms or other resources; (c) does not facilitate or assist with the closing of the Transaction; and (d) does not perform any legal, financial technical or any other kind of due diligence on Buyers and Sellers who utilize the Services.
(a) Any agreements created between a Buyer and a Seller are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Buyer and a Seller. You will not consider Dagnee, nor will Dagnee be construed as, a party to the Transaction, whether or not Dagnee receives some form of remuneration in connection with the Transaction, and Dagnee will not be liable for any costs or damages arising out of or related to such Transaction. No contractual obligations are created with us with respect to such Transactions or agreements related thereto.
(b) As part of the Service, Dagnee may, but is not obligated, to provide example agreements related to the Transaction, including non-disclosure agreements or term sheets (“Example Form Agreements”). The Example Form Agreements are a sample only, which may not be appropriate for all types of Transactions, and which may be adjusted and added to the Buyer and Seller deem appropriate. Buyer and Seller choose whether to use the Example Form Agreements in whole or in part and accept any and all responsibility and consequences of such choice. Dagnee does not assume any responsibility for any consequence of using the Example Form Agreements, which is provided as a sample only and may not be appropriate for all jurisdictions, situations, or contracts. The Example Form Agreements are not intended to and do not (i) constitute legal advice, (ii) create an attorney-client relationship, or (iii) constitute advertising or a solicitation of any type. Buyer and Seller are advised to seek legal advice from a licensed attorney for Buyer and Seller’s particular needs and regarding the Buyer and Seller’s choice as to whether to use the Example Form Agreements.
1.3 Identity Verification. Dagnee may utilize third-party providers (each, an “Identity Vendor”) to verify the identities of the User utilizing certain Services (the “Identity Verification Services”). We do not collect or keep any of the information that the Identity Vendor collects. All Identity Verification Services are conducted through the Identity Vendor, and we are not a party to any interaction between User and the Identity Vendor.
2. Dagnee Properties. The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Dagnee Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Dagnee grants you a limited license to use the Dagnee Properties solely for your personal or internal business purposes. Unless otherwise specified by Dagnee in a separate license, your right to use any Dagnee Properties is subject to the Terms.
2.1 Updates. Dagnee may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Updates automatically. Your continued use of the Dagnee Properties is your agreement to this Agreement with respect to the Dagnee Properties.
2.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any Dagnee Properties or any portion of Dagnee Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Dagnee Properties (including images, text, page layout or form) of Dagnee; (c) you shall not use any metatags or other “hidden text” using Dagnee’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Dagnee Properties; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access any Dagnee Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of any Dagnee Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Dagnee Properties. Any future release, update or other addition to Dagnee Properties shall be subject to the Terms. Dagnee, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Dagnee Properties terminates the licenses granted by Dagnee pursuant to the Terms.
2.3 Third-Party Materials. As a part of Dagnee Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Dagnee to monitor such materials and that you access these materials at your own risk.
3.1 Registering Your Account. In order to access certain features of Dagnee Properties, you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website or Services (“Account”). Dagnee may allow you use a third-party service, like Google, to register for an Account.
3.2 Registration Data. In registering an Account through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Dagnee Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree to monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Dagnee Properties by minors. You may not share your Account or password with anyone, and you agree to (i) notify Dagnee immediately of any unauthorized use of your password or any other breach of security; and (ii) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Dagnee has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Dagnee has the right to suspend or terminate your Account and refuse any and all current or future use of Dagnee Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Dagnee reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Dagnee Properties if you have been previously removed by Dagnee, or if you have been previously banned from any of Dagnee Properties. For more specific details on registration, please see the Seller Specific Terms or Buyer Specific Terms, as applicable, below.
3.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Dagnee Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Dagnee Properties.
4.1 Registration. In order to use the Services, you must be a Registered User. As a Seller, you may be required to submit certain information related to the Seller Business and the Seller, including, but not limited to certain financial information, evidence of business registration and Seller identification documents (“Seller Information”) to be eligible to be matched with potential Buyers. Dagnee will review the Seller Information during the registration process and any other information that is publicly available. Dagnee reserve the right, in its sole discretion, to accept or reject Seller’s registration to use the Services, including if it: (a) engages in a Restricted Business (as defined in 4.2); or (b) it does not meet any of the minimum qualifications to list a Seller Business through the Dagnee Services.
4.2 Eligible Seller Businesses. A Seller may be ineligible for use of the Services if the Seller Business engages in the sale of (a) illegal recreational drugs or unsafe supplements; (b) weapons, ammunition, or explosives; (c) adult products or services; (d) penny auctions; (e) multilevel marketing models; (f) third-party infringement payday loans; (g) paycheck advances; (h) bail bonds; (i) discriminatory advertising; (j) religious advertising; (k) real money gambling; and (l) any products or services that would violate applicable laws (the “Restricted Businesses”).
4.3 Description of Services. Once Seller has become a Registered User and meets all requirements set forth by Dagnee, Dagnee will match Buyers and Sellers based on the Buyer Requirements (as defined in Section 5.1 below). Once a match has been made, Seller will have the opportunity to provide additional information related to the Seller Business and receive contact information of the potential Buyer to determine if Buyer and Seller want to enter into a Transaction.
5.1 Registration. To be introduced to Sellers through the Services, Buyer must be a Registered User. When registering, Dagnee may ask Buyer for additional information related to the Buyer (“Buyer Information”), including information related to the types of Seller Businesses of interest to Buyer (“Buyer Requirements”). Dagnee will review the Buyer Content during the registration process and any other information that is publicly available. Dagnee reserve the right, in its sole discretion, to accept or reject Buyer’s registration to use the Services.
5.2 Description of the Services. Once Buyer becomes a Registered User, Dagnee will connect Sellers and Buyers based on the Buyer Requirements and make available relevant Seller Information through the Services. BUYER UNDERSTANDS AND AGREES THAT DAGNEE DOES NOT PERFORM ANY TECHNICAL, LEGAL, FINANCIAL, OR ANY OTHER KIND OF DUE DILIGENCE ON SELLER OR SELLER BUSINESS THAT ARE LISTED VIA THE SERVICES. DAGNEE MAKES NO REPRESENTATIONS, WARRANTIES, AND GUARANTEES REGARDING SUCH SELLERS OF ANY KIND. DAGNEE CANNOT GUARANTEE WHETHER A SELLER BUSINESS LISTED ON THE SERVICES IS SUITABLE FOR A POTENTIAL BUYER, OR WHETHER ANY SELLER BUSINESSES LISTED ON THE SERVICES WILL MEET THE PERFORMANCE EXPECTATIONS OF BUYER. DAGNEE IS NOT RESPONSIBLE FOR A SELLER’S TRUTHFULNESS REGARDING THE EXISTENCE, QUALITY, ACCURACY, OR COMPLETENESS OF THE SELLER INFORMATION PROVIDED VIA THE SERVICES. BUYER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL SELLERS THAT BUYER CONNECTS WITH VIA THE SERVICES.
6.1 Service Fees. Certain features of the Service may require you to pay fees (the “Service Fees”). Before you pay any Service Fees, you will have an opportunity to review and accept the fees that you will be charged. You agree to pay all Service Fees to your Account in accordance with the fees, charges and billing terms in effect at the time a Service Fee is due and payable. If you are a Buyer, by entering into these Terms you agreed to pay the Subscription Fee and Success Fee, as further described in this Section 6. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law, all fees are in U.S. Dollars and are non-refundable, except as required by law.
6.2 Payment. In connection with certain Service Fees, you may be required to provide Dagnee with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Dagnee with your credit card number or PayPal account and associated payment information, you agree that Dagnee is authorized to immediately invoice your Account for all fees and charges due and payable to Dagnee hereunder and that no additional notice or consent is required. You agree to immediately notify Dagnee of any change in your billing address or the credit card or PayPal account used for payment hereunder. Dagnee reserves the right at any time to change its prices and billing methods, either immediately upon posting on Dagnee Properties or by e-mail delivery to you.
6.3 Subscription Service. To access certain Services, Buyer will be required to purchase a subscription to the Services that include automatically recurring payments for periodic charges (the “Subscription”). Buyer shall be responsible for payment of the applicable Service Fee for the Subscription (each, a “Subscription Fee”) at the time Buyer creates its Account and select its Subscription package. The Subscription will continue indefinitely until terminated in accordance with the Agreement. After the initial subscription period, and again after any subsequent subscription period, Buyer’s subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Dagnee’s then-current price for such Subscription. Buyer agrees that Buyer’s Account will be subject to this automatic renewal feature unless Buyer cancels its Subscription prior to the Renewal Commencement Date by emailing Dagnee at notice@Dagnee.com or cancelling via Buyer’s Account. If Buyer cancels its Subscription, Buyer may use its Subscription until the end of Buyer’s then-current Subscription term; the Subscription will not be renewed after the then-current term expires. However, Buyer will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription period. By subscribing, Buyer authorizes Dagnee to charge Buyer’s Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of the Subscription, if Dagnee does not receive payment from Buyer’s Payment Provider, (a) Buyer agrees to pay all amounts due on Buyer’s Account upon demand and/or (b) Buyer agrees that Dagnee may either terminate or suspend your Subscription and continue to attempt to charge Buyer’s Payment Provider until payment is received.
(a) Notice. During the Success Fee Window, within thirty (30) days of Buyer and Seller entering into a definitive agreement for the Transaction, Buyer and Seller will each notify Dagnee of the Transaction by contacting Dagnee at success@Dagnee.com. The “Success Fee Window” begins on the first day of the Buyer’s first Subscription and ends on the 5-year anniversary of the last day of the Buyer’s most recent Subscription.
(b) Success Fee. In consideration for Buyer obtaining certain information related to the Seller Business through the Service, Buyer agrees to pay Dagnee the fees set forth on our Pricing Page for each Completed Transaction (the “Success Fee”). The Success Fee that we charge is calculated based on a percentage of all components of the purchase price of the Transaction, which include, but are not limited to, a down payment of cash, stock consideration, delayed contingent payments (e.g., an earnout or any conditional holdbacks), delayed non-contingent payments, such as payments made through any financial instrument such as a secured or unsecured promissory note, management agreements or any post-closing services agreement, or any other form of consideration that may be utilized in the Transaction (the “Transaction Price”). All deferred contingent or non-contingent payments of the Transaction shall be considered as paid to Seller at closing for purposes of calculating the Success Fee and such portion of the Success Fee shall be due and payable to us at the time of closing. In the event the Transaction Price consists of non-cash consideration, such as securities, Buyer agrees to pay the Success Fee that is proportional to such non-cash consideration to Dagnee in cash. The Success Fee shall not be paid to Dagnee in non-cash consideration.
(c) Payment of Success Fee. Buyer will pay Dagnee a Success Fee for the purchase of Seller Business that Buyer learned or gained information about through the Services, unless prior to obtaining such information, Buyer was in bona fide discussions with the applicable Seller to acquire such Seller Business, as demonstrated by written records or other evidence. The Success Fee is due by Buyer to Dagnee no later than thirty (30) days after the closing (or if there are multiple closings the first closing) of the Transaction.
(d) Non-Circumvention. Buyer, its employees, affiliates, directors, officers and other related parties (collectively “Buyer’s Entities”) will not, directly or indirectly, or in any manner whatsoever: (i) circumvent or attempt to circumvent the Service or Dagnee to avoid payment of Success Fee to Dagnee; or (ii) first contact with any Seller regarding the Seller Business discovered on the Service without Dagnee’s prior written consent.
(e) Audit Rights. During the Success Fee Window, and for a period of five (5) years thereafter, Dagnee shall have the right to review the Buyer Entities’ business and corporate records to verify compliance with Buyer’s obligations set forth in this Section 6.4 with respect to payment of the Success Fee. In the event that any audit discloses a Transaction in contravention of this Section 6.4, Buyer shall make payment of all unpaid Success Fees within fifteen (15) days after Dagnee provides Buyer with notice of such unpaid Success Fees, and if the unpaid Success Fee is more than three (3) months delinquent, then Buyer agrees to reimburse Dagnee’s reasonable, documented, out-of-pocket costs associated with the audit.
7.1 Types of Content. You acknowledge that all data, text, software, sounds, photographs, graphics, videos, messages, tags and/or other materials (collectively, “Content”), including Dagnee Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Dagnee, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Dagnee Properties or data collected by or related to the Services and your use thereof (collectively, “Your Content”), and that you and other Users of Dagnee Properties, and not Dagnee, are similarly responsible for all Content they Make Available through Dagnee Properties (“User Content”). The use of Your Content by Dagnee will be subject to the terms of our Privacy Policy
7.2 No Obligation to Pre-Screen Content. You acknowledge that Dagnee has no obligation to pre-screen Content (including, but not limited to, User Content and Seller Information (as defined below)), although Dagnee reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Dagnee pre-screens, refuses or removes any Content, you acknowledge that Dagnee will do so for Dagnee’s benefit, not yours. Without limiting the foregoing, Dagnee shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
7.3 Storage. Unless expressly agreed to by Dagnee in writing elsewhere, Dagnee has no obligation to store Your Content that you Make Available on Dagnee Properties. Dagnee has no responsibility or liability for the deletion or accuracy of any Content, including Your Content and Seller Information; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Dagnee Properties. You agree that Dagnee retains the right to create reasonable limits on Dagnee’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Dagnee in its sole discretion.
You agree to keep all information gained from using the Website or Services confidential. You agree that (a) you will use any Content or Seller Information submitted by Sellers or Buyers in accordance with applicable privacy and data protection laws; (b) you will not disclose the names or identities of any Sellers to any third parties; and (3) you will take appropriate physical, technical and administrative measures to protect Content obtained through use of the Website or Services from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately, disclose or disseminate any job offers, or opportunities which you become aware of through the Website or Services.
9.1 Dagnee Properties. Except with respect to Your Content and User Content, you agree that Dagnee and its suppliers own all rights, title and interest in and to all Dagnee Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or any other Dagnee Properties.
9.2 Trademarks. “Dagnee”, and other related graphics, logos, service marks and trade names used on or in connection with Dagnee Properties or in connection with the Services are the trademarks of Dagnee and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in Dagnee Properties are the property of their respective owners.
9.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Dagnee Properties.
9.4 Your Content. Dagnee does not claim ownership of Your Content. However, when you as a user post or publish Your Content (including Seller Information) on or in Dagnee Properties you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You grant Dagnee a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part), for the purposes of: (a) operating, improving and providing the Services; and (b) compiling statistical and other information related to the performance, operation, and use of the Service. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Dagnee Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Dagnee, are responsible for all of Your Content that you Make Available on or in Dagnee Properties.
9.5 Account. Notwithstanding anything contained herein to the contrary, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Dagnee.
9.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Dagnee through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Dagnee has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Dagnee a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Dagnee Properties.
10.1 General. In connection with your use of Dagnee Properties, you shall not:
(a) Use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Website or Services;
(b) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(c) Impersonate any person or entity, including, but not limited to, Dagnee personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity or purpose for using the Services;
(d) Use our Service to solicit Users for any purpose other than to evaluate the possibility of entering into a transaction for the sale of all or some of the Seller Business;
(e) Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(f) Make Available any Content that infringes or otherwise violates the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
(g) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(h) Stalk or otherwise harass any other User of our Dagnee Properties; or
(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Dagnee may, but is not obligated to, monitor or review Dagnee Properties and Content at any time. Without limiting the foregoing, Dagnee shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Dagnee does not generally monitor user activity occurring in connection with Dagnee Properties or Content, if Dagnee becomes aware of any possible violations by you of any provision of the Terms, Dagnee reserves the right to investigate such violations, and Dagnee may, at its sole discretion, immediately terminate your license to use Dagnee Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Dagnee reserves the right, but has no obligation, to intercede in such disputes. You agree that Dagnee will not be responsible for any liability incurred as the result of such interactions. DAGNEE DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS REGISTERED USERS OR ATTEMPT TO VERIFY THE CONTENT OF ITS REGISTERED USERS. DAGNEE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF REGISTERED USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE REGISTERED USERS.
11.1 Content Provided by Other Users. Dagnee Properties may contain User Content provided by other Users. Dagnee is not responsible for and does not control User Content. Dagnee has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
11.2 Third-Party Websites, Applications & Ads. Dagnee Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Dagnee Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Dagnee. Dagnee is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Dagnee provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold Dagnee, its successors, assigns, parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Dagnee Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of the Services or any other Dagnee Properties; (c) your violation of the Terms (including, without limitation, your submission of false or misleading information through the Services); (d) your violation of any rights of another party, including any Users; (e) your interactions with other Users; and (f) your violation of any applicable laws, rules or regulations. Dagnee reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Dagnee in asserting any available defenses. This provision does not require you to indemnify any of the Dagnee Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Dagnee Properties.
13.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF DAGNEE PROPERTIES IS AT YOUR SOLE RISK, AND DAGNEE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DAGNEE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
(a) DAGNEE MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) DAGNEE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF DAGNEE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF DAGNEE PROPERTIES WILL BE ACCURATE OR RELIABLE.
(b) DAGNEE MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR BUSINESS OBJECTIVES. DAGNEE DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN A TRANSACTION.
(c) DAGNEE DOES NOT GUARANTEE THE SUCCESS OF ANY TRANSACTION ORIGINATED VIA THE SERVICES. ALL TRANSACTIONS CONTAIN INHERENT RISK AND ARE ARM’S LENGTH NEGOTIATIONS BETWEEN THE BUYER AND SELLER. PRIOR TO SIGNING BINDING, DEFINITIVE PURCHASE AND SALE DOCUMENTS, NEITHER PARTY IS TYPICALLY UNDER NO LEGALLY BINDING OBLIGATION TO CONSUMMATE THE TRANSACTION AND DAGNEE CANNOT GUARANTEE OR FORCE ANY BUYER OR SELLER TO CONSUMMATE SUCH TRANSACTION, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY COSTS, EXPENSES, DAMAGES, OR FEES THAT WERE INCURRED BY EITHER PARTY DURING SUCH A TRANSACTION.
(d) DAGNEE CANNOT GUARANTEE WHETHER A SELLER BUSINESS LISTED VIA THE SERVICE IS SUITABLE FOR A POTENTIAL BUYER, OR WHETHER ANY SELLER BUSINESSES LISTED ON THE SERVICES WILL MEET THE PERFORMANCE EXPECTATIONS OF A BUYER. DAGNEE IS NOT RESPONSIBLE FOR A SELLER’S TRUTHFULNESS REGARDING THE EXISTENCE, QUALITY, ACCURACY, OR COMPLETENESS OF ANY SELLER BUSINESS LISTED ON THE SERVICES. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS. YOU UNDERSTAND AND ACCEPT THAT THE SELLER BUSINESSES AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED, DILIGENCED OR VALIDATED BY US AND ARE NOT GUARANTEED TO BE ACCURATE OR ERRORFREE AND ALL RISKS OF CONDITION, USE, QUALITY, OR FITNESS ARE YOURS.
(e) DAGNEE DOES NOT BROKER OR TRANSACT ANY OF THE TRANSACTIONS THAT ARE INTRODUCED VIA THE SERVICES. DAGNEE DOES NOT ACT AS A BUSINESS BROKER, INVESTMENT BANKER, M&A ADVISOR, BUSINESS TRANSFER AGENT, INTERMEDIARY, OR ANY OTHER SORT OF PROFESSIONAL ENGAGING IN THE PURCHASE AND SALE OF BUSINESSES.
(f) ANY CONTENT ACCESSED THROUGH DAGNEE PROPERTIES, IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. WE MAY MAKE DOCUMENTS AVAILABLE TO YOU TO FACILITATE THE TRANSACTION, INCLUDING THE EXAMPLE FORM AGREEMENTS. IT IS UP TO YOU TO DETERMINE THE SUITABILITY OF THESE DOCUMENTS FOR YOUR NEEDS AND PURPOSES.
13.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT DAGNEE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DAGNEE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. DAGNEE MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. DAGNEE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH DAGNEE PROPERTIES.
13.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF DAGNEE PROPERTIES. YOU UNDERSTAND THAT DAGNEE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF DAGNEE PROPERTIES.
14.1 Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL DAGNEE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT DAGNEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
14.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL DAGNEE BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (a) TOTAL AMOUNT PAID TO DAGNEE BY YOU DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF DAGNEE FOR (i) DEATH OR PERSONAL INJURY CAUSED BY DAGNEE’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY DAGNEE’S FRAUD OR FRAUDULENT MISREPRESENTATION.
14.3 User Content. EXCEPT FOR DAGNEE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICY, DAGNEE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
14.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DAGNEE AND YOU. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
15.1 Termination of Services. This Agreement will remain in full force and effect until your Account is terminated as provided herein. You may delete your Account at any time, for any reason by emailing info@Dagnee.com; provided that any Subscription shall continue in accordance with Section 6.3. Dagnee may terminate your Account if (a) you are in breach of the Agreement; (b) if Dagnee decides in its sole discretion to stop providing the applicable Services; or (c) for any or no reason, without giving you notice. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Dagnee will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.
15.2 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Dagnee Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Dagnee intends to announce such Services or Content in your country. Dagnee Properties are controlled and offered by Dagnee from its facilities in the United States of America. Dagnee makes no representations that Dagnee Properties are appropriate or available for use in other locations. Those who access or use Dagnee Properties from other countries do so at their own volition and are responsible for compliance with local law. Dagnee reserves the right to limit the availability of the Website and/or Services to any person, geographic area, or jurisdiction it so desires at any time and in our sole discretion.
17.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website or Services or to any aspect of your relationship with Dagnee, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Dagnee may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
17.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Dagnee LLC: 2907 Shelter Island Drive, Suite 105 PMB 291, San Diego, CA 92106, Attention: Legal. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Likewise, Dagnee will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Dagnee. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.4 Waiver of Jury Trial. YOU AND DAGNEE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Dagnee are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 18.5.
17.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: notice@Dagnee.com Attn: Legal, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Dagnee username (if any), the email address you used to set up your Dagnee account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.7 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Dagnee.
17.9 Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Dagnee makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Dagnee.
18.1 Electronic Communications. The communications between you and Dagnee use electronic means, whether you visit Dagnee Properties or send Dagnee e-mails, or whether Dagnee posts notices on Dagnee Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Dagnee in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Dagnee provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
18.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Dagnee’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.3 Force Majeure. Dagnee shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Dagnee Properties, please contact us at: info@Dagnee.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
18.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Dagnee agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Diego, California.
18.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
18.7 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
18.8 Notice. Where Dagnee requires that you provide an e-mail address, you are responsible for providing Dagnee with your most current e-mail address. In the event that the last e-mail address you provided to Dagnee is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Dagnee’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Dagnee at the following address: notice@Dagnee.com. Such notice shall be deemed given when received by Dagnee by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
18.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
18.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
18.12 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. It is expressly agreed that the Terms shall supersede the terms in any Buyer purchase order, and the terms included in any such Buyer purchase order or other Buyer policy shall not (a) apply to the Services ordered, and (b) in any way modify, revise, supplement, or otherwise affect the terms and conditions in the Terms.