Directra Terms of Service

Last Modified: 08-January-2010

1. Acceptance of Terms

   Directra provides the web site www.directra.com and all pages within the directra.com domain (the "Site") and associated services available through the Site (the "Services"). As a visitor to or user of the Site and Services you acknowledge that you have read, understand and agree to be bound by the following terms (the "Agreement").

   PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SITE AND USING SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

   This Agreement may be updated periodically and without notice by Directra. The date of the most recent modifications will always be displayed at the top of the Agreement, and modifications made will become effective immediately upon posting to the Site. If at any point you do not agree to the Agreement and the most recent modifications your only recourse is to immediately stop using the Site and Services provided.

   If you use the Site and Services as an agent of a company or other legal entity you acknowledge that you have the authority to be bound by this Agreement on behalf of the company or legal entity.

2. Contacting Us

   Directra is located at 2223 Bent Tree Place, Escondido CA, 92026, USA. If you have any questions concerning the Site, Services and/or this Agreement, or have concerns regarding the appropriateness or legality of any Content posted to Directra (see below), please contact us at infringement-inquiry@directra.com.

3. Services Provided

   Directra provides web-based social networking software for groups and organizations, including, but not limited to sports teams, non-profit organizations, community groups, families and churches. Group organization and communication is managed through the creation of an "iGroup". Individuals in the iGroup may control their own participation and communication through an individual "iPanel", and through the use of other tools and facilities provided as part of the Services.

   Directra provides communication services, including call blasts, email blasts, text blasts, click-to-call, click-to-email, click-to-text and directory dial, to facilitate communication among iGroup members. (See section 7, below, for restrictions pertaining to the use of these services.)

4. Users of the Site and the Services
   1. Visitor: Anyone who browses the Site.
   2. Administrator (or Admin):

      a) Anyone who registers and creates an iGroup.

      b) Any iGroup member designated by an Administrator to be an Administrator.

   3. Member: One accepting an invitation from an Administrator to join an iGroup.
   4. User: Any Visitor, Administrator, or Member.

   All Users (Visitors, Administrators and Members) are bound by the terms of this Agreement.

5. Registration and Login Security

   To create an iGroup and become an Administrator, you must provide to us, at a minimum, your name, birth date, and email address. Administrators provide initial personal contact information for Members (at a minimum the Member's name and email address), and any Administrator that provides this information warrants and affirms that he or she has authority and permission to provide it. Further, the Administrator warrants and affirms that this information is provided solely for the purpose of participation in the activities of the iGroup and not for other uses including but not limited to solicitation, marketing and sales promotion.

   To become a Member you must accept an invitation, sent via email, from an Administrator, at which time you will provide your birthdate and a password. Together your email address, birthdate and password make up your "Login Information". Once logged in you may at any time change your password. For your protection Directra uses secure communications whenever you provide, alter or otherwise use your Login Information. You are responsible for all activities using your Login Information and you agree to notify us immediately, in writing, of any unauthorized use of your Login Information. Providing false Login Information constitutes a material breach of the Agreement.

6. Intellectual Property and Licensing

All content, including but not limited to text, graphics and multimedia content available from the Site and all code, including but not limited to HTML and other markup languages, Javascript and other scripting languages, are the property of Directra. Content may not be copied, reproduced, downloaded, transmitted or distributed in any way.

Notwithstanding the above, Directra does not claim any ownership rights over content uploaded to Directra by any User. Any such content, including but not limited to photos, videos, and files, may be downloaded by any other User using mechanisms provided by Directra. Users who provide such content assert that they have the authority and permission to provide such material and further assert that any Directra User has permission to download this content for that User's benefit and use.

Once a User has posted content to Directra this content may continue to be displayed on Directra even if the User ceases to be a Directra User. The User acknowledges that by posting content, that other Users may download any portion of this content for their own personal use.

Directra has made every effort to ensure that approval (including licenses and/or written approval) has been obtained for all proprietary intellectual property in use on the Site. Directra, through this Agreement, requires that uploaded User content is either the property of the User or that the User has obtained permission from the owner of said content for posting on Directra. If you believe that Directra is infringing on intellectual property rights please contact us as detailed in section two (2) above.

7. Acceptable User Behavior

   Users may upload information, including but not limited to, videos, photographs and files; may participate in online discussion forums, posting thoughts and opinions to and with other Users; and may communicate with other Users via email, telephone, texting and other methods that may become available as part of the Services. Collectively all communication using the Directra Site and Services is considered User "Content". In all cases, Directra makes no representations or endorsements regarding the quality, accuracy, or reliability of any Content posted on the Site or communicated to other Users. Directra is under no obligation, but reserves the right, to monitor Users' Content. At its sole discretion Directra may at any time suspend the iGroup, disabling access by any User, if it deems Content in the iGroup is in any way inappropriate or illegal.

   All Content provided by Users is the sole responsibility of the User, not Directra. With respect to any Content the User agrees that he or she will not post, email, telephone, text or in any way communicate Content that:

   • infringes upon or violates any third party's intellectual property rights or contains links to copyrighted content which the User does not have permission to use;
   • contains any viruses, Trojan horses, worms or other computer programming routines that are intended to damage or detrimentally interfere with the function and use of another's computer or property;
   • interferes with the functioning of Directra in any way, or prevents others from using Directra:
   • engages in spamming, advertising illegal substances or services or other marketing activities that violate this Agreement and applicable laws and regulations;
   • engages in fraudulent or illegal activities, including phishing or other activities which attempt to obtain financial or other personal information in a misleading or fraudulent manner;
   • is used for pursuing, engaging in, and/or the solicitation of illegal activities including but not limited to gambling and pornography;
   • is in any way libelous or defamatory, threatening, abusive, harassing or in any other way harmful to any other User;
   • is harmful to minors in any way;
   • is hateful or discriminatory in any way, including but not limited to race, age, nationality, ethnic origin, sexual orientation or in any other way as reasonably determined by Directra;
   • misrepresents User's identity or impersonates a Directra employee or any other person;
   • includes personal information about another User without that User's consent;
   • prevents full and complete display of advertising information on any Directra page.

Directra's communication services (see section 3, above) may not be used for commercial purposes of any kind. Use of these services for advertising, solicitation of business, marketing, sales promotion or any other commercial use may result in immediate and permanent suspension of the iGroup.

8. Third Party Sites

   Using Links, Forums, Announcements and other features Directra provides the facility to add links to third party sites. These third party sites are in no way affiliated with or endorsed by Directra or integrated into the Directra Site or Services. Further, Directra does not endorse the business practices (including their privacy policy) or content for these third party sites. Directra makes no claims as to the accuracy, integrity, legality and reliability of such content. ACCESS AND USE OF THIRD PARTY SITES, THEIR INFORMATION, PRODUCTS AND SERVICES IS SOLELY AT THE USER'S RISK.

9. Privacy Statement

   Users agree that they have read and understand the terms of our Privacy and Legal Policy at http://www.directra.com/help/context?method=privacy_policy which is hereby incorporated by this reference.

10. No Warranties

    DIRECTRA PROVIDES THIS SITE AND SERVICES "AS IS" AND WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE SITE AND ITS SERVICES, AND ANY WEB SITES LINKED TO FROM THIS SITE. USER ACCESSES SUCH SITES AT HIS/HER OWN RISK.

    DIRECTRA MAKES NO WARRANTY THAT THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES OR AS TO THE CORRECTNESS, ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE. FURTHER, DIRECTRA MAKES NO WARRANTY THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SITE AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY A USER FROM DIRECTRA SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

    THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitation of Liability

    NEITHER DIRECTRA NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF SALES, PROFIT, REVENUE, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES, REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE USE OF THE SITE AND ITS SERVICES. IN ADDITION, USER UNDERSTANDS AND AGREES THAT THE DOWNLOAD AND UPLOAD OF ANY MATERIAL THROUGH THIS SITE IS DONE AT THE USER'S DISCRETION AND RISK, AND THAT THE SOLE RESPONSIBILITY FOR ANY LOSS OR DAMAGE TO THE USER THAT MAY RESULT FROM SUCH UPLOAD AND DOWNLOAD LIES WITH THE USER.

12. Indemnification

    Users agree to indemnify, defend and hold harmless Directra, its officers, directors, employees, agents, advisors and customers from and against any third-party claim, demand, action, cost, liability, loss and damage of any kind (including reasonable attorneys' fees) resulting from User's use of the Site and/or Services, User's posted Content, User's use of any third-party applications, User's violation of this Agreement and the incorporated Privacy and Legal Policy, or User's violation of any rights (including intellectual property rights) of another User or any other third party.

13. Governing Law

    This Agreement will be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of laws rules. Directra and User agree that any legal action or arbitration regarding this Agreement shall be commenced and maintained solely in, and hereby specifically consent to venue in, and the jurisdiction of, the United States federal and California state courts and arbitration forums located in San Diego, in the State of California, United States of America.

14. Miscellaneous

    In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, all other provision contained in this Agreement shall remain in effect.

    The delay or failure of Directra at any time to exercise or enforce any provision hereof shall in no manner affect Directra's right at a later time to enforce such provision. Such delay or failure of Directra in exercising any right or provision in this Agreement shall not constitute a waiver of such right or provision.

    This Agreement, which incorporates the Directra Privacy and Legal Policy, constitutes the entire agreement between Directra and you, the User, and governs User's use of the Site and Services.