Global Privacy Statement

Effective Date: May 25, 2018

Deem is committed to protecting the privacy of individuals who visit the Company’s Web sites (“Visitors”), and protecting the data of customers that obtain our products and services (“Customers”).  This Privacy Statement describes Deem’s privacy practices in relation to the use of the Company’s Web sites and the related applications, services, and programs offered by Deem (collectively, the “Services”), as well as individuals’ choices regarding use, access and correction of personal information.

Our privacy practices may vary among the countries in which we operate to reflect local practices and legal requirements.

If you have questions regarding Deem’s Privacy Statement or associated practices, please contact us at privacy@deem.com


Our privacy practices may vary among the countries in which we operate to reflect local practices and legal requirements.

Information We Collect

We collect and process personal data with your consent or as required to meet our legitimate obligations such as providing services to our customers, meet our contractual and legal requirements, ensure compliance, and protect the security of our systems and customers.

We may obtain personal information from various sources, such as:

● Deem websites and mobile applications

● Businesses that obtain our products and services for use by their customers or employees (such as employers that use our travel-related services)

● Social media through which you may access our sites or communicate with us

● Surveys, contests, sweepstakes, marketing events, and other promotions

● Sales inquiries and related correspondence 

● Requests for marketing information

● Our parent, affiliate or subsidiary companies, service providers, business partners and other third parties

The types of personal information we may obtain include:

● Contact information such as name, address, phone, and email address

● Billing information which includes credit card details, customer employee ID, or other details required for purchase

● Travel preferences including preferred meals & seats and emergency contacts

● Trip itinerary which includes confirmation number, travel destinations, date of birth and other required fields for booking transportation & accommodations, and other related information

● Expense reporting such as receipt images and information required for approval purposes

● Travel documents including visa details and passport number

● Loyalty information which includes frequent flyer numbers

● Information from our customer’s financial or human resources systems

● Information from partners and suppliers including airlines, Global Distribution Systems (GDS), and travel management companies that serve our customers. 

● Website activity, including but not limited to page views, whitepaper downloads and video views

In addition, when you visit Deem websites or use our mobile applications, we may collect certain information by automated means, such as cookies and web beacons. A "cookie" is a text file that websites send to a visitor's computer or other Internet-connected device to uniquely identify the visitor's browser or to store information or settings in the browser. A "web beacon," also known as an Internet tag, pixel tag or clear GIF, is used to transmit information back to a web server. We also may use third-party website analytics tools (such as Google Analytics ) that collect information about visitor traffic on our sites. The information we may collect by automated means includes:

● Information about the devices our visitors use to access the Internet (such as the IP address and the type of the device, its operating system type and web browser)

● URLs that refer visitors to our sites, including whether you visited the website directly or were referred from another website or link

● Dates, times and duration of visits to our sites (including whether you are a repeat or first-time visitor)

● Information on actions taken on our sites (such as page views and site navigation patterns, the pages, links, banners, icons and other parts of the website on which you click or which you access during your visit)

● Search terms that visitors use to reach Deem websites

● Location information, such as the real-time geographic location of the device on which you install our mobile applications based on your consent


How We Use Information

Deem may use the Personal Data within the scope of Deem Services for the following: 

● Provide products or services you request, such as travel booking and expense reporting

● Travel confirmations and other service related communication

● Provide customer support, security alerts, and service notifications

● Understand your needs and interests and tailor our products and services to suit your personal interests and the manner in which visitors use our sites, products and services

● Protect against and prevent fraud, unauthorized transactions, claims and other liabilities, and manage risk exposure, including by identifying potential hackers and other unauthorized users

● Provide Deem business customers (such as employers or financial institutions) with the information regarding transactions completed by their employees or customers on the Deem platform

● Communicate with you about our products, services, offers, events and promotions, and offer you products and services we believe may be of interest to you

● Enable you to communicate with us through our blogs, social networks and other interactive media

● Manage your participation in our events, sweepstakes and other promotions

● Analyze and enhance our marketing communications and strategies (including by identifying when emails sent to you have been received and read)

● Analyze trends and statistics regarding visitors' use of our sites, mobile applications and social media assets, and the transactions visitors conduct on our sites

● Comply with applicable legal requirements and industry standards and our policies

We also may use the information we obtain about you in other ways for which we provide specific notice at the time of collection.


Information We Share

Service Provider 

Deem may share data about Deem’s Visitors and Customers with our service providers, business partners, and authorized third-parties in order to provide and support Deem’s Services.  These service providers are authorized to use your personal information only as necessary to provide the requested services to us.  Deem may also share data with providers whose products and services you may obtain on our sites, such as airlines, hotels, travel agencies, car rental agencies, car and taxi services and other merchants.

Deem may also share Data about Deem Visitors and Customers with the Company’s service providers to ensure the quality of information provided, and with third–party social networking and media Web sites, such as Facebook and LinkedIn, for marketing and advertising on those Web sites. 

Unless described in this Privacy Statement, Deem does not share, sell, rent, or trade any information with third parties for their promotional purposes.

Section “Cookies and Web Beacons” of this Privacy Statement specifically addresses the information we or third parties collect through cookies and web beacons, and how you can control cookies through your Web browsers.  We may also disclose your personal information to any third party with your prior consent.

 

Compelled Disclosure

Deem reserves the right to use or disclose information provided if required by law or if the Company reasonably believes that use or disclosure is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order, or legal process.


Use of Deem Products and Services

Many of the Deem products and services are designed to facilitate and enhance consumers' ability to interact with and obtain products and services from third parties. This business model requires Deem to share information about you with various providers (such as airlines, hotels, restaurants, car services and reservation aggregators) and other third parties. These third parties are not our service providers or agents; they may process the personal information we provide to them in accordance with their own privacy practices and privacy notices. You may choose not to provide your personal information to Deem or such third parties by refraining from using our products or services. If you are using Deem products or services that a Deem business customer (such as your employer) obtained on your behalf, you must contact the relevant business customer to deactivate your account.


Marketing Emails

Deem sends you marketing, promotion and sales emails only with your prior consent. You may choose not to receive marketing email communications from us by clicking on the unsubscribe link in the marketing emails or by visiting here.


Web Analytics

To opt-out of the aggregation and analysis of data collected about you on our sites by Google Analytics, please click here


Cookies and Web Beacons

Deem uses commonly-used information-gathering tools, such as cookies and Web beacons, to collect information as you navigate the Company’s Web sites (“Web Site Navigational Information”). As described more fully below, we use these cookies or similar technologies to analyze trends, administer Web sites and Services, track users’ movements around our Web sites and Services, serve targeted advertisements and gather demographic information about our user base as a whole. This section describes the types of Web Site Navigational Information used on the Company’s Web sites and Services, and how this information may be used.

Cookies

Deem uses cookies to make interactions with the Company’s Web sites easy and meaningful. When you visit one of the Company’s Web sites, Deem’s servers send a cookie to your computer or device. Standing alone, cookies do not personally identify you; they merely recognize your Web browser. Unless you choose to identify yourself to Deem, either by responding to a promotional offer, opening an account, or filling out a Web form or have previously identified yourself to Deem, you remain anonymous to the Company.

Deem uses cookies that are session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer or device when you close your browser software or turn off your computer. Persistent cookies remain on your computer or device after you close your browser or turn off your computer. You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functions on our Web sites or Services. 

Required Cookies

  • Description: These cookies are required for the operation of our Services (for example, to enable you to log into secure areas of our website). These cookies enable you to move around the sites and use their features. Disabling these cookies will encumber the sites’ performance and may make the features and service unavailable.
  • Manage Settings: Because required cookies are essential to operate the Company’s Web sites and the Services, there is no option to opt out of these cookies.

Functionality Cookies

  • Description: These cookies are used to recognize you when you return to our sites. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region). Deem may track and analyze usage and volume statistical information from Visitors, and Customers to provide enhanced interactions and more relevant communications, and to track the performance of the Company's advertisements.
  • Manage Settings: To learn more about how to control cookies using your browser settings click here.

Targeting or Advertising cookies

Note: These cookies may be used for Marketing activities only and not for processing data related to other Services provided to our customers

  • Description: These cookies record your online activities, including your visits to our sites, the pages you have visited, and the links and advertisements you have clicked. One purpose of this is to help make the content displayed on our sites more relevant to you. Another purpose is to allow delivery of advertisements or other communications to you that are designed to be more relevant to your apparent interests. Delivery of interest-based advertising may involve us, our service providers and partners such as publishers, data management platforms, and demand side platforms. For example, if you look at a page on one of our sites, we may cause an advertisement to be delivered to you, on our site or on other sites, for products referenced on that page or for similar products and services. We and our service providers and partners may also append other data to information collected by these cookies, including information obtained from third parties, and share this information with third parties for the purpose of delivering ads to you.
  • Manage Settings: If you would like more information about this practice and to know your choices about not having this information used by these companies, click here.

Web Beacons

A Web Beacon is a very small clear picture file used to keep track of your navigation through a single website or a series of websites.  They may also be referred to as “Web Bugs” or “Clear Gifs.” Web Beacons may be used with cookies to gain an understanding of how a website’s users navigate through the website.

Do Not Track

Currently, various browsers — including Internet Explorer, Firefox, and Safari — offer a “do not track” or “DNT” option that relies on a technology known as a DNT header, which sends a signal to Web sites’ visited by the user about the user's browser DNT preference setting. Deem does not currently commit to responding to browsers' DNT signals with respect to the Company's Web sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. Deem takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.


Your California Privacy Rights

If you are a California resident, you may request that we provide to you (i) a list of the categories of personal information about you that Deem has disclosed to third parties for the third parties' direct marketing purposes during the calendar year preceding your request, (ii) the names and addresses of such third parties, and (iii) if the nature of the third parties' business cannot reasonably be determined from their names, examples of the products or services marketed, if known to Deem, that are sufficient to give you a reasonable indication of the nature of the third parties' business. To submit your request, please email privacy@deem.com.


Disclosure to Third Parties

Subject to applicable law in the country where you are located, you may have the right to direct us not to share your personal information with third parties, except (i) with service providers we have retained to perform services on our behalf or (ii) as indicated in the "Compelled  Disclosure" section of this Privacy Statement. To submit your request, please email privacy@deem.com. In some circumstances, withdrawing your consent to Deem's use or disclosure of your personal information will mean that you cannot take advantage of Deem products or services.

To update your privacy preferences, ask us to remove your information from our mailing lists or submit a request, please contact us as specified below.


Access and Correction

You may obtain a copy of certain personal information we maintain about you or update or correct inaccuracies in that information by logging into the online account you may establish on our websites.

In addition, if you believe other personal information we maintain about you is inaccurate, you may request that we correct or amend the information by contacting us as indicated in the "How to Contact Us" section of this Privacy Statement. If we deny an access request, we will notify you of the reasons for the denial.  If you are using Deem products or services that a Deem business customer (such your employer) obtained on your behalf, you should request such further access to your information from the relevant business customer.

Subject to applicable law, you may have certain additional rights to request access to and receive information about the personal information we maintain about you, update and correct inaccuracies in your personal data, and have the information blocked or deleted, as appropriate.


The Deem website may provide links to third-party websites for your convenience and information. If you access those links, you will leave the Deem website. Deem does not control those sites or their privacy practices, which may differ from Deem's practices. We do not endorse or make any representations about third-party websites. The personal information you choose to provide to or that is collected by these third-party websites is not covered by this Privacy Statement. We encourage you to review the privacy policy of any company before submitting your personal information.

We may also provide social media features on our website that enable you to share Deem information with your social networks and to interact with Deem on various social media sites. Your use of these features may result in the collection or sharing of information about you. We encourage you to review the privacy policies and settings on the social media sites with which you interact to help you understand those sites' privacy practices.


Data Retention

The time periods for which we retain your Personal Information depend on the purposes for which we use it. Deem will keep your Personal Information for as long as you are a registered subscriber or user of our products or for as long as we have another business purpose to do so and, thereafter, for no longer than is required or permitted by law, or Deem’s Records Retention Policy, reasonably necessary for internal reporting and reconciliation purposes, to provide you with information you might request, or to protect the security of our systems and prevent fraud. If there is any information that we are unable, for technical reasons, to delete entirely from our systems, we will put in place appropriate measures to prevent any further use of the data.


Cross Border Transfers

Deem is headquartered in the United States, and we have operations, entities, and service providers in the United States and throughout the world. As such, we and our service providers may transfer your personal information to, or access it in, jurisdictions that may not provide equivalent levels of data protection as your home jurisdiction. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it. If you are located in the European Economic Area or Switzerland, we provide adequate protection for the transfer of Personal Information to countries outside of the EEA or Switzerland through a series of intercompany agreements based on the Standard Contractual Clauses authorized under the EU Data Protection Directive 95/46/EC.



Security

The security of your Personal Information is very important to Deem. We use physical, electronic, and administrative safeguards that are designed to protect your Personal Information from loss, misuse and unauthorized access, disclosure, alteration and destruction.

In addition, Deem uses standard security protocols and mechanisms to exchange the transmission of sensitive data such as credit card details. When you enter sensitive Personal Information such as your credit card number on our site, we encrypt it using Transport Layer Security (TLS) technology.

In the event that your Personal Information is acquired, or is reasonably believed to have been acquired, by an unauthorized person and applicable law requires notification, Deem will notify you by e-mail or mail. Deem will give you notice promptly, consistent with the reasonable needs of law enforcement and/or Deem to determine the scope of the breach and to investigate and restore the integrity of the data system.


Lawful Basis for Processing

We will only collect and process personal data about you where we have lawful basis. Lawful basis include consent (where you have given consent) or contract (where processing is necessary for the performance of the contract with you).

Where we rely on your consent to process personal data, you have the right to withdraw or decline your consent at any time, and where we rely on legitimate interests, you have the right to object. If you have any questions about the lawful basis upon which we collect and use your personal data, please contact our Data Protection Officer at privacy@deem.com


RIGHTS FOR CERTAIN USERS - European Privacy Rights 

Deem adheres to applicable data protection laws in the European Economic Area, which, if applicable to you, include the following rights:

● You have the right to access your personal data held by us (“right to access”)

● You have the right to withdraw your consent at any time from future processing of Personal Data where processing is based on your consent

● You have a right to object to the processing of your Personal Data under certain circumstances (“right to object”)

● You have the right to rectify inaccurate Personal Data and ensure its completeness (“right to rectification”)

● You are entitled to request a transfer of your Personal Data to another controller to the extent possible or obtain copies of your Personal Data in an industry standard format (“right to data portability”)

● You have the right to request deletion of your Personal Data subject to applicable legal obligations (“right to be forgotten”)

You must contact your Company if you have questions or seek to exercise any of these rights.


Career Center

When you visit our Career Center website, we may collect information such as the user name and password you select to establish an account on the site, your employment and education history and other personal information typically collected during the job application process. We use the information to enable you to search and apply for career opportunities at Deem, submit your resume for general consideration, email a friend about this the Career Center, and comply with applicable legal requirements and our policies and procedures.


Children's Privacy

Deem does not knowingly collect information from children under the age of 13 and does not target its websites to children under 13. If we learn that a user is under 13 years of age, we will promptly delete any personal information that the individual has provided to us. We encourage parents and guardians to take an active role in their children's online activities and interests.


Updates to this Privacy Statement

This Privacy Statement may be updated periodically and without prior notice to you to reflect changes in our personal information practices. We will post a prominent notice on our websites to notify you of any significant changes to our Privacy Statement and indicate at the bottom of the notice when it was most recently updated.


How to Contact Us

If you have any questions or comments about this Privacy Statement, or if you would like us to update the information we have about you or your preferences, please contact us by email at privacy@deem.com. You also may write to us at:

Deem
Attn: Chief Information Security Officer – Privacy Rights
642 Harrison St., 2nd Floor
San Francisco, CA 94107

Terms of Use

Updated May 2018

THIS IS THE TERMS OF USE AGREEMENT FOR USERS OF THE DEEM.COM WEBSITE, THE SERVICES AVAILABLE THROUGH THIS WEBSITE, AND WEBSITES THAT DISPLAY THIS TERMS OF USE (hereinafter the "Website"). These terms of use are a binding contract between the owner of the Website, Deem, Inc., and each user of the Website and the services available through the Website. You may use the Website and the services available through the Website only if you agree to the terms of use agreement set forth below. Each use by you of the Website constitutes your agreement to adhere to and be bound by the terms of use in effect at the time of your use of the Website.


Overview:


General

The Website is owned by Deem, Inc. ("We" or "Us" or "Deem"). The Website provides all users ("you") with information about Deem and its services, the software and related services that provide information about you and that may allow you to purchase products and services ("Products and Services"). Certain Websites allow users to register for an account and password ("Enrolled Users"). These Websites provide Enrolled Users with access to directories and servers solely in connection with the use of the service offered through the Website. In addition, certain services may be available only to employees of "Participating Companies," which are companies that have entered into agreements with Deem to make the specific services available to employees of the companies. If you have any questions about whether your employer is a Participating Company, contact your employee benefits administrator. The Website may contain functions that enable you to view information gathered from third-parties' websites, directories and servers ("Third-Party Websites") that offer to sell Products and Services or that relate to the Products and Services, including but not limited to the product description, product price, schedules, availability, ratings, location and directions, weather forecasts, and other information about the Products and Services (the "Merchant Information").

  1. Enrolled User Responsibilities

    Note that in some cases, in order to become an Enrolled User, your employer must be a Participating Company and you must complete the enrollment process on the Website. Enrolled Users, you are responsible for all activity occurring under your accounts, including unauthorized use of credit cards, charge-backs, debit memos and charges incurred as a result of such activity. Enrolled Users, you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Deem immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report such unauthorized use to Deem immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of content that is known or suspected by you; and (iii) not impersonate another enrolled user or provide false identity information to gain access to or use the service.


Third-Party Services

  1. Third-Party Services

    The third-party services available on the Website is provided only as a convenience to you, including assisting you with procuring Products and Services on the Internet. We are not responsible for the content or quality of any Third-Party Websites, Products and Services, Merchant Information or other product, service or information to which the Website or any other Third-Party Websites may be linked. We collect and store Merchant Information from Third-Party Websites; however, we make no representation or warranty as to the accuracy or reliability of any Merchant Information. You should check all Merchant Information with the provider of Products or Services before making a purchase. We have no control over, and we have no liability for, the Products or Services sold by any provider, or for the use of any charge card information you may give or direct us to give to any provider of Products and Services, including without limitation the legality, quality, safety, or suitability of any Products or Services. You are solely responsible for complying with all terms and conditions, disclaimers, and restrictions relating to the Products and Services you choose to purchase using the Website, as well as with any other legal obligation, including without limitation obligations under copyright, secrecy, privacy, defamation, decency, security, and export laws. In no event shall we be liable to you or any third-party for any damage arising from or occasioned by the purchase or use of the Products and Services or the Merchant Information or other material acquired or accessed through the Website or other Third-Party Websites.

  2. Compliance with Service Provider Terms and Conditions

    When making a product or service procurement, modification or cancellation request using the third-party services, you explicitly agree to the terms and conditions of the particular supplier to whom the request is routed, regardless of whether you specifically chose the particular provider or not. If there is a procurement, modification or cancellation fee incurred by selecting a particular service provider or service fulfillment window, Deem will make reasonable efforts to disclose the cost implications of such a selection at the time of the request. However, Deem makes no guaranty of the accuracy of this information. Deem will make reasonable efforts to make available any applicable terms and conditions of a particular supplier (if available) in an email sent to confirm your request for that particular supplier's services. By using Car Service features, functions, or links that involve maps, you are bound by Google’s Terms of Service.


Changes in Services and Terms

We reserve the exclusive right and sole discretion to add, change or remove, without notice, any or all features or functions of the Website and/or any of our services and/or to introduce different features, functions or links to different users.

We may change or supplement these Terms of Use at any time in our sole discretion. We will inform you of any changes by posting a notice on the Website and/or by sending you an email. You should review these Terms of Use regularly and, if you do not agree with any changes or supplements to these Terms of Use, please cease use of the Website and arrange immediately to terminate your enrollment with any of the services to which you have enrolled. Your use of the Website or services after we have made changes or supplements to these Terms of Use constitutes your acceptance of and agreement to be bound by the changes or supplements, whether or not you actually read or were aware of the changes or supplements. If applicable, please note that your employer might have terms and conditions for its employees' use of services that are in addition to these Terms of Use. You are solely responsible and liable for compliance with any such additional terms and conditions. Contact your employee benefits administrator if you have any questions concerning your company's Terms of Use.


Service

To keep the Website operating smoothly, we perform regular maintenance on the equipment and systems involved in the operation of the Website. From time to time, we may shut down the Website temporarily for repairs or upgrades. We will strive to minimize any inconvenience to you whenever possible by scheduling this work late at night or on weekends or holidays.


Financial Considerations for Enrolled

  1. Enrolled Users must provide Deem with valid credit card as a condition to sign up for and use the following features of the Deem Service: booking airline travel, mobile application, package shipping and expense reporting. All other features of the Deem Service require that you provide Deem with a valid credit card at the time of the purchase transaction. Deem reserves the right to modify its fees and charges and to introduce new charges at any time. You shall pay Deem the amounts set forth on the applicable the Website, Third-Party Website, or as otherwise mutually agreed upon, in accordance with the terms of this Agreement. Except as otherwise provided herein, all fees shall be nonrefundable.

  2. Credits and Refunds

    A. Transaction Fees If you experience a purchase transaction failure, and such failure is confirmed, Deem will credit the Participating Company's billing account for the transaction processing fee charged. Credits can only be applied to the Participating Company's billing account and cannot exceed the total invoice amount. If a Participating Company's billing account is inactive, and Deem approves, a refund will be issued in lieu of a credit. Refunds can only be applied to the Participating Company's credit card on file and cannot exceed the total invoice amount.

    B. Cost of Services Availability of a credit or refund of the cost of Products and Services is subject to the rules of the individual suppliers. For AIRLINE TRAVEL, CAR RENTAL and HOTEL BOOKING, contact your Travel Management Company; For AIRPORT PARKING, contact Park 'N Fly – (800) 325-4863; For PACKAGE SHIPPING, contact FedEx – (800) 463-3339, UPS – (800) 742-5877; For CAR SERVICE, contact provider.

  3. Billing and Renewal

    Deem charges fees at the time of use of the Deem Service. Deem will automatically bill Enrolled User's or Participating Company's credit card, as applicable, the fees stated on the applicable the Website page, Third-Party Website, or as otherwise mutually agreed upon. Deem may set a monthly billing date to bill the credit card, which shall be the same day every month as the Effective Date. Enrolled User agrees to provide Deem with complete and accurate billing and contact information. This information includes Customer's name, street address, e-mail address, and telephone number. Enrolled User agrees to update this information within 30 days of any change to it. Notwithstanding anything to the contrary contained in this agreement, if the contact information Enrolled User has provided is false or fraudulent, Deem reserves the right to terminate immediately Enrolled User's access to the Deem Service in addition to any other legal remedies it may have. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

  4. Non-Payment and Suspension

    In addition to any other rights granted to Deem herein, Deem reserves the right to suspend or terminate this Agreement and your access to the Deem Service if Enrolled User's or Participating Company's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Enrolled User or Participating Company, as applicable, will continue to be charged for Deem Service during any period of suspension. If Enrolled User or Participating Company or Deem initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Sections 5.2 and 5.3 above. You agree that Deem may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Deem reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Deem Service.

  5. Taxes

    Enrolled User or Participating Company, as applicable, shall be responsible for and shall pay for any taxes including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under this Agreement, including penalties and interest but specifically excluding any income taxes payable by Deem. Upon reasonable request of Deem to assist it in obtaining tax credits or deductions for the benefit of both parties, Enrolled User or Participating Company, as applicable, shall provide to Deem original or certified copies of all relevant tax payments or other evidence of payment of taxes by Enrolled User or Participating Company with respect to transactions or payments under this Agreement.

  6. State Sales Tax

    In certain states, Deem is required or may be required in the future to collect sales tax from the Enrolled User or Participating Company, as applicable, on the services provided under this Agreement, and shall do so pursuant to the terms of Section 5.3.


Termination

If applicable, we reserve the right, in conjunction with your employer, to immediately and without notice, suspend or terminate your enrollment with any of the services we provide and/or your ability to access the Website upon any breach by you of these Terms of Use. We may also terminate the use and operation of the Website and any service at any time without prior notice. We may terminate the availability of certain services to the employees of one or more Participating Companies without terminating the availability of the same service to the employees of all Participating Companies.

Grounds for termination include but are not limited to:

  • Violation of any applicable Federal, State or Local law;
  • Harassment or threats or invasion of the privacy of any individual or entity through use of the service;
  • Posting or transmitting any commercial, advertising or promotional materials, including without limitation, "spam" or mass distributions using the service;
  • Deliberately providing false information on your service requests or impersonating another person at any point;
  • Use of the service to post or transmit false, inappropriate, improper, disorderly or excessive messages or information;
  • Misusing the service notification engine including but not limited to harassment, threats or invasion of privacy of any individual or entity;
  • Posting any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right; or
  • Failure to comply with the terms of use for products and services you procure, modify or cancel using the service.
  • Unauthorized use of the service to procure and resell products or services to other third parties.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES OFFERED THROUGH THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THAT THE FEATURES OR FUNCTIONS OF THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED.

YOU ASSUME ALL RISK AS TO QUALITY, RESULTS AND PERFORMANCE OF THE WEBSITE AND THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE. WE DO NOT IN ANY WAY WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE, OR THE MERCHANT INFORMATION, INCLUDING WITHOUT LIMITATION THE ACCURACY, RELIABILITY, QUALITY, VALIDITY, STABILITY, COMPLETENESS, OR CURRENTNESS OF THE WEBSITE, THE PRODUCTS AND SERVICES OR THE MERCHANT INFORMATION, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.

WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU, YOUR EMPLOYER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE WEBSITE, ANY OF THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE, OR THE MERCHANT INFORMATION. NOR ARE WE RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR ANY OTHER THIRD-PARTY WEBSITE, INCLUDING THIRD-PARTY WEBSITES LINKED FROM THE WEBSITE OR ANY SERVICE. WE MAKE NO CLAIMS AS TO THE QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY OR LEGALITY OF ANY THIRD-PARTY WEBSITES TO WHICH WE MAY PROVIDE LINKS, AND YOU HEREBY WAIVE ANY CLAIM YOU MIGHT HAVE AGAINST US WITH RESPECT TO SUCH THIRD-PARTY WEBSITES.

THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.


Limitation of Liability

IN NO EVENT SHALL DEEM OR ITS OFFICERS, EMPLOYEES, SUPPLIERS, DIRECTORS, AFFILIATES OR AGENTS, BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF (1) YOUR USE OR INABILITY TO USE OR RELIANCE UPON THE WEBSITE, ANY SERVICES AVAILABLE THROUGH THE WEBSITE, THE PRODUCTS AND SERVICES, OR MERCHANT INFORMATION, (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE, OR (3) ANY OTHER MATTER RELATING TO YOUR USE OF THE WEBSITE OR ANY SERVICE AVAILABLE THROUGH THE WEBSITE, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, EVEN IF Deem HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the extent there are delays with or interruptions or failures of the Website or services, neither we nor any third-party working with us to provide the services shall be responsible for any damages caused by telecommunications network, encryption or communications line failure, systems delays or other similar occurrences. To the extent our services use Internet, RADIO WAVE, satellite, wireline, wireless or other telecommunications network services to transport data or communications, we shall not be responsible or liable for, and we make no warranties regarding the access, speed, or availability of, Internet, RADIO WAVE, satellites, wireline, wireless or other telecommunications network services.


Indemnification

You agree to defend, indemnify, and hold each of Deem and its subsidiaries, officers, directors, agents, affiliates and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your use or the use by any third party of your sign in name or password, of the Website or any service, (b) the violation of these Terms of Use, or of any use terms or conditions imposed by your employer, by you or by any third party using your sign in name or password, or (c) the infringement by you or any third party using your sign in name or password of any intellectual property or other right of any person or entity.


Use of Mobile Devices, Privacy

If you use the services, including the Mobile Personal Assistant, on a mobile device, you agree to abide by your company's rules in using the Mobile Personal Assistant on this mobile device, and you acknowledge that your use of the Mobile Personal Assistant is subject to the Terms of Use and the Global Privacy Statement. You further agree to receive any necessary service announcements about this service via email and text messages. You acknowledge that Deem collects personal data about you and your use of the Mobile Personal Assistant on the mobile device, including anonymous usage information from your use of the Mobile Personal Assistant through your mobile device software. You acknowledge that Deem sends and receives this personal data from you without encryption. You acknowledge that the information provided to you through the Mobile Personal Assistant may be copyrighted by third parties, and that misuse thereof could be prohibited by law. You acknowledge that your mobile carrier may bill you applicable airtime, data, and usage fees and taxes for your use of services. Check your mobile carrier's wireless plan for full details. Service may not be available in all areas.



Intellectual Property Rights

  1. Copyright

    All content included on the Website and on the services, such as text, graphics, logos, buttons, banners, icons, images, audio clips and software, is the property of Deem or its content suppliers, and is protected by United States and international copyright laws. The collection, arrangement, assembly and look and feel of the Website and services, and all content on the Website and on each of the services, is the exclusive property of Deem and is protected by United States and international copyright laws. All software used on the Website and the services is the property of Deem or its software suppliers and is protected by United States and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the Website, the services or the content on the Website or the services is strictly prohibited.

  2. Trademarks

    Deem© and the "deem" logo are trademarks of Deem, Inc. in the United States and other countries. Other graphics, logos, trademarks, service marks and service names used in the Website are trademarks of Deem or third parties. Except as specifically authorized by Deem in writing, Customer agrees not to alter, modify or remove from the Website or any of the services, any logo, brand name, or proprietary mark of Deem, including any logo, brand name, trademark, patent, copyright or other intellectual property right notices. None of the trademarks used in the Website or the services may be used (a) in connection with any product or service that is not the product or service of the owner of the trademark, (b) in any manner that is likely to cause confusion among customers, or (c) in any manner that disparages or discredits the owner of the trademark.

  3. Intellectual Property in General

    Deem or its software suppliers own and retain all right, title and interest, including all Intellectual Property Rights, in and to the services provided through the Website, including the Deem Service, software associated therewith, and any technology and materials provided by Deem to you, including upgrades, updates or successor products thereto. Any third party component software embedded or otherwise made available by Deem for use with the services may only be used in conjunction with the services ordered by Participating Company.

  4. User Generated Content

    The Website may permit the submission of text, photographs, opinions, comments and/or other forms of communication submitted by you and other users ("Submissions") and the hosting, sharing and publication of such Submissions. You agree that you are solely responsible for your own Submissions and affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Website to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Website. You retain all ownership rights in your Submissions. However, by submitting the Submissions to the Website, you hereby grant the Website a non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Submissions in connection with the Website and the Website's business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels/outlets. The Website does not permit or allow copyright infringing activities and/or infringement of intellectual property rights on the Website, and Deem will remove any and all content and Submissions if properly notified that such content and/or Submission infringes on another's intellectual property rights.


Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles.


Arbitration

You consent to the following:

Any dispute arising out of or relating to these Terms of Use ("Dispute"), except for injunctive relief, including a temporary restraining order or other injunctive or equitable relief in order to prevent irreparable harm to the party seeking such relief, will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. Except for injunctive relief, arbitration is the sole and exclusive method by which any Dispute shall be resolved. Each party hereby waives any right to arbitrate or litigate class claims or otherwise participate in class actions against the other. The arbitration will be held in San Mateo County, California. Each party shall pay its own expenses of arbitration, and the expense of the arbitrator shall be shared equally between the parties. The Arbitrator will have the authority to allow discovery in accordance with Federal Rules of discovery and grant injunctive relief and specific performance to enforce the terms of this agreement. The arbitrator is not authorized to award exemplary or punitive damages. All applicable statutes of limitation based upon the passage of time shall be tolled while the procedures referenced in this Section are being followed with respect to any Dispute. Both parties will have the right to seek to enforce any award of an arbitrator rendered pursuant to this Section 15, or to file for a temporary restraining order or other injunctive or equitable relief in order to prevent irreparable harm to the party seeking such relief, in the federal courts sitting in San Mateo County, California, unless no federal subject matter jurisdiction exists, then in the state courts of San Mateo County, California. You expressly waive any right to participate in any class action lawsuits against Deem.


Severability

If any provision contained in these Terms of Use is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, legality, or unenforceability shall not affect the remaining provisions and portions of these Terms of Use.


Assignment

We may assign our rights and obligations under these Terms of Use, and upon such assignment, we shall be relieved of any further obligation under these Terms of Use. You may not assign any of your rights and obligations under these Terms of Use to any third party, including to any other employee of your employer, without first obtaining our written consent to such assignment.


Force Majeure

In the event that either party is prevented from performing or is unable to perform any of its obligations (other than a payment obligation) under this agreement (including any delay in developing or delivering the services) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, riot, insurrection, unavailability or performance degradation of the Internet or any other cause beyond the reasonable control of the party invoking this section (a "Force Majeure"), such party shall give prompt written notice to the other party, its nonperformance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Notwithstanding the foregoing, if such party is not able to perform within ninety (90) days after the event giving rise to the excuse of Force Majeure, the other party may terminate this agreement.


Integration

This agreement, including all referenced exhibits, addenda, or policies such as the Global Privacy Statement, as amended from time to time, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, proposals, discussions, communications, understandings or agreements among the parties which relate to the subject matter hereof, whether oral or in writing. No modification or amendment of this agreement or any of its provisions shall be binding upon any party unless made in writing and duly executed by authorized representatives of the party to be bound.


Authority

YOU REPRESENT TO US THAT YOU HAVE THE AUTHORITY TO REGISTER TO USE THE SERVICES AVAILABLE THROUGH THE WEBSITES ACCORDING TO THESE TERMS OF USE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM. YOU FURTHER AGREE THAT THESE TERMS OF USE CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US REGARDING YOUR USE OF THE WEBSITE AND OF THE SERVICES.

Our Address:
Deem
642 Harrison Street, Floor 2
San Francisco, CA 94107
415.590.8300