PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS OF USE”) CAREFULLY AS IT FORMS A BINDING LEGAL AGREEMENT BETWEEN YOU AND DSGW, LLC. DSGW, LLC (“DVNSLY”, “GRW.Well”, “we”, or “us”) owns and operates the website made available to you at http:// dvnsly.com (the “Website”) and the Terms of Use governs your access to and use of the Website, including any products purchased through the Website (“Products”), and any other services made available through the Website (collectively, with the Products, and Website, the “Service” or “Services”).

PLEASE BE AWARE THAT SECTION 13 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 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 the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by DSGW in its sole discretion at any time.  When changes are made, DSGW will make a new copy of the Terms of Use 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 Terms of Use.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website  and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Use of the Services and DSGW 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 “DSGW Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, DSGW grants you a limited license to reproduce portions of DSGW Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by DSGW in a separate license, your right to use any DSGW Properties is subject to the Terms.

   1. Updates.  You understand that DSGW Properties are evolving.  As a result, DSGW may require you to accept updates to DSGW Properties that you have installed on your computer or mobile device.  You acknowledge and agree that DSGW may update DSGW Properties with or without notifying you.  You may need to update third-party software from time to time in order to use DSGW Properties.

   2. Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, resell, upload, use, copy, rent, lease, lend, transfer, assign, reproduce, distribute, host or otherwise commercially exploit DSGW Properties or any portion of DSGW Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other DSGW Properties (including images, text, page layout or form) of DSGW, or use the DSGW Properties in any way that might confuse, misdirect, or misrepresent its source, or sponsorship or affiliation thereof or therewith; (c) you shall not use any metatags or other “hidden text” using DSGW’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 DSGW Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (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 access, monitory, copy or use the DSGW Properties, interfere with product inventory or availability, or place or take preparatory steps to place orders for products, goods or services, or “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 shall not access DSGW Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of DSGW Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not take any action that imposes any unreasonable or disproportionately large load on the DSGW Properties; (i) you shall not take any action in connection with your use of the DSGW Properties which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with your use thereof; (j) you shall not otherwise use the DSGW Properties for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to DSGW or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”); and (k) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in DSGW Properties. Any future release, update or other addition to DSGW Properties shall be subject to the Terms.  DSGW, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of DSGW Properties terminates the licenses granted by DSGW pursuant to the Terms.

   3. Third-Party Materials.  As a part of DSGW Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for DSGW to monitor such materials and that you access these materials at your own risk.

2. Registration.

   1. Registering Your Account.  In order to access certain features of DSGW Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a user who has registered an account on the Website (“Account”).

   2. Registration Data.  In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using DSGW 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 that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of DSGW Properties by minors.  If you provide any information that is untrue, inaccurate, not current or incomplete, or DSGW has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DSGW has the right to suspend or terminate your Account and refuse any and all current or future use of DSGW 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 not to create an Account or use DSGW Properties if you have been previously removed by DSGW, or if you have been previously banned from any of DSGW Properties.

   3. Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to DSGW Properties, including but not limited to, a mobile device that is suitable to connect with and use DSGW Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing DSGW Properties.  By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. DSGW will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply.  You may opt out of receiving text messages from us by hello@dvnsly.com.

3. Responsibility for Content.

   1. Types of Content.  You acknowledge that all files, materials, data, text, audio, video, images or other content, including DSGW Properties (“Content”), is the sole responsibility of the party from whom such Content originated.  This means that you, and not DSGW, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through DSGW Properties (“Your Content”), and that you and other users of DSGW Properties, and not DSGW, are similarly responsible for all Content they Make Available through DSGW Properties (“User Content”).

   2. No Obligation to Pre-Screen Content. You acknowledge that DSGW has no obligation to pre-screen Content (including, but not limited to, User Content), although DSGW 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 DSGW pre-screens, refuses or removes any Content, you acknowledge that DSGW will do so for DSGW’s benefit, not yours.  Without limiting the foregoing, DSGW shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

4. Ownership.

   1. DSGW Properties.  Except with respect to any Content you may post and any content a user may post, you agree that DSGW and its suppliers own all rights, title and interest in DSGW Properties (including but not limited to, any titles, computer code, themes, objects, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and server software).  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 DSGW Properties.

   2. Trademarks. DSGW and other related graphics, logos, service marks and trade names used on or in connection with DSGW Properties or in connection with the Services are the trademarks of DSGW and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in DSGW Properties are the property of their respective owners.

   3. Other Content.  Except with respect to any Content that you may post, you agree that you have no right or title in or to any Content that appears on or in DSGW Properties.

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.

1. Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) 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 DSGW.   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. 

2. Waiver of Jury Trial.  YOU AND DSGW 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 DSGW are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 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.  

3. Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE 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.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other claims shall be arbitrated. 

4. Stone 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.

5. Severability. Except as provided in subsection 13.5, 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.

6. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with DSGW.

7. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if DSGW makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing DSGW at the following email address info@divinesly.com

• General Provisions.

  1. Electronic Communications.  The communications between you and DSGW use electronic means, whether you visit DSGW Properties or send DSGW e-mails, or whether DSGW posts notices on DSGW Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from DSGW in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DSGW 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.

  2. Release.  You hereby release DSGW Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of DSGW Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of DSGW Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a DSGW 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.

  3. Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without DSGW’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

  4. Force Majeure.  DSGW 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. If a Force Majeure event occurs that affects DSGW’s performance of its obligations under these Terms: (a) DSGW will contact you as soon as reasonably possible to notify you; and (b) DSGW’s obligations under these Terms will be suspended and the time for DSGW’s performance of its obligations will be extended for the duration of the Force Majeure event. You may cancel the Services affected by a Force Majeure event which has continued for more than 30 days. To cancel please contact DSGW.

  5. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to DSGW Properties, please contact us at info@divinesly.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.

  6. Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and DSGW 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 Los Angeles County, California.

  7. Governing Law and Jurisdiction.  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 these Terms. Each party irrevocably agrees that the courts of LOS ANGELES COUNTY, CALIFORNIA shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

  8. Notice.  Where DSGW requires that you provide an email address, you are responsible for providing DSGW with your most current email address.  In the event that the last e-mail address you provided to DSGW is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, DSGW’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to DSGW at hello@dvnsly.com where email notice is allowed. Such notice shall be deemed given when received by DSGW by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

  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.

  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.

  11. Export Control.  You may not use, export, import, or transfer DSGW Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained DSGW Properties, and any other applicable laws.  In particular, but without limitation, DSGW Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using DSGW Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use DSGW Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by DSGW are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer DSGW products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

  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.