BEFORE YOU USE OR BROWSE THROUGH THIS WEBSITE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING “I ACCEPT” OR BY USING THE WEBSITE IN ANY MANNER, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE OUR SERVICES. WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO YOUR USE OF THE WEBSITE AFTER THE DATE OF SUCH CHANGE.

ANY USE OF PRODUCTS OR SERVICES MAY ALSO BE GOVERNED UNDER AN OPEN SOURCE LICENSE AGREEMENT AND THESE TERMS OR NOT INTENDED TO SUBVERT OR CONTRADICT ANY PROVISIONS CONTAINED THEREIN.

1. ACCEPTANCE OF TERMS

MONOSPACE, INC. /DBA/ Directus, a Delaware Incorporated Entity (hereinafter referred to as “Company”, “we”, “our” or “us”), provides the website, https://directus.io (the “Site”), including all information, documents, communications, videos, files, images, text, graphics, software, software applications and products available through the Site (collectively, the “Materials”) and all services operated by Company and third parties through the Site and or Company’s mobile application (“App”), including staffing and employment placing services among other services (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that we may publish from time to time (collectively, the “Terms of Use” or “Agreement”).

We reserve the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at our sole discretion. Your continued use of the Site, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules, and guidelines posted on the Site at the time of such use. You should periodically check these Terms of Use to view the then-current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates.

We further reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Materials and/or Services (or any part thereof) with or without notice. You agree that, unless we have agreed otherwise in writing, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Materials and/or Services (or any part thereof).

2. DEFINED TERMS FOR SITE CONTENT

All program content, information, materials, files, communications, documents, text, videos and images are referred to collectively as “Content.” “Our Content” or “Company Content” means all materials provided by us. The terms and conditions expressed in this agreement apply to all users and visitors of this Site and the App, and we may refer to all Site and App users as “you” or “your/s” in this Agreement.

3. USER ACCOUNTS

The Company may, at its sole discretion, require Users to create accounts in order to access or to make use of the Site, App, Materials and/or Services and in that event you will need to register and create a user account (an “Account”). Should User Accounts be required, you also agree:

1. that you will not use an Account that is created by another user;
2. that you will supply only complete and accurate information in registering for an Account;
3. that you are solely responsible for the activity that occurs on and through your Account, that you will keep your Account password secure at all times, and that we will not be liable for your losses caused by any unauthorized use of your Account; and
4. that if your Account has been compromised for any reason, you will immediately notify us of the security breach or unauthorized use of your Account.

We reserve the right to (a) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (b) in our sole discretion without notice and without limitation or liability, refuse, restrict access to or availability of, or terminate any user’s Account for any reason.

4. ELIGIBILITY

You must be at least thirteen (13) years old to use the Site or App. Children under the age of thirteen (13), or legal guardians acting on their behalf, are strictly prohibited from using the Site. You represent and warrant that you are at least thirteen (13) years of age and that you possess the legal right and ability to assent to our Terms of Use and to use our Site or App in accordance with these terms.

By using the Site or App, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site or App on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Sites and to any such Organization.

The Sites are controlled or operated (or both) from the United States and are not intended to subject the Company to any non-U.S. jurisdiction or law. The Site or App may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site or App is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Site or App’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

5. INTELLECTUAL PROPERTY; LIMITED LICENSE

The Materials and Services on this Site and the App, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services at this Site or on the App may violate such laws and these Terms of Use. You agree not to copy, republish, frame, download, transmit, modify, assign, distribute, or create derivative works based on the App, the Site, its Materials, or its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site or the App.

In addition to the Materials and Services offered by us, this Site and the App may also make available materials, links, information, products and/or services provided by Related Entities (collectively, the “Related Entity Products and Services”). The Related Entity Products and Services may be governed by separate agreements that accompany such products or services. We offer no guarantees and assume no responsibility or liability of any type with respect to the Related Entity Products and Services. You agree that you will not hold us responsible or liable with respect to Related Entity Products and Services or seek to do so, even if we recommended a particular Product or Service. You further understand and agree that all dealings with a Third Party accessed through the Site or App is at your own risk. We are not a party to any transactions between you and any other Entity accessible through the Site or App.

Only where expressly indicated on this Site and App may the User download our Content and in such circumstances where permitted, it will be subject to the following conditions:

1. Our Content may be used solely for personal purposes. You may not commercially exploit any of the Site content without express permission from us.
2. You may not remove any copyright or other proprietary notices contained in our Content.
3. We reserve the right to revoke the authorization to view, use and download our Content available on this Site and App or any portion of them at any time, and any such use shall be discontinued immediately upon notice from us.
4. The rights granted to you constitute a license and NOT a transfer of title.

The rights specified above to view, use and download Content available on this Site and App are not applicable to the design or layout of this Site and the App. Elements of this Site and the App are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

6. TRADEMARK INFORMATION

The trademarks, logos, and service marks, including the “MONOSPACE” and “DIRECTUS” trademarks, (the “Marks”) displayed on this Site and the App are the property of the Company. You are not permitted to use the Marks without the prior written consent of the Company or such third party that may own the Marks.

7. PAYMENTS

You understand and agree that by purchasing any Services, Programs, Courses or other Materials through the Site or App, the Company will charge your provided credit card for the amount of the Program. By purchasing any Materials you expressly authorize us and our partners and affiliates to charge your credit card in accordance with your order and in accordance with this Agreement, our Master Service Agreement, Partner Agreement and/or any other applicable policies on our Site or on the App.

8. MANAGING USER CONDUCT

We reserve the right but do not have the obligation to: (a) monitor the Site and App for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (c) terminate and delete Accounts (including information stored in connection with accounts) without liability to you; and (d) to otherwise manage the Site and App in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Site and App.

9. USER SUBMITTED MATERIALS AND CONTENT

The Site and App include functionality to enable you to upload content and other information, and may also enable you to submit comments and materials through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such information, comments, and materials are “Submitted Materials”). For clarity, you retain ownership of your Submitted Materials. You hereby grant Company a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Sites or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Sites, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Company may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Sites. We may disclose information regarding your access to and use of the Site or App, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

Certain information that you provide to Company through the Site or App may also be governed by our Privacy Policy, located on our Site. You represent and warrant that any information you provide in connection with the Site or App are and will remain accurate and complete, and that you will maintain and update such information as needed.

10. WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR MATERIALS OBTAINED OR ACCESSIBLE BY YOU THROUGH THE SITE OR SOFTWARE APPLICATIONS WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS OBTAINED THROUGH THE SITE OR APP, OR ANY DEFECTS IN THE SITE OR APP, ITS SERVICES OR MATERIALS, WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. PERSONAL INFORMATION AND PRIVACY

You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Company or others.

Please refer to our Privacy Policy for more information about the manner in which we protect and use your information.

12. LIMITATION OF LIABILITY

YOU AGREE MONOSPACE, INC. /DBA/ DIRECTUS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR APP OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY MALWARE OR ANY VIRUS, WORM, HACK, OR MALICIOUS SOFTWARE THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR APP IS TO STOP USING THE SITE OR APP. YOU AGREE THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE $100.00 USD.

YOU FURTHER UNDERSTAND AND AGREE THAT PROGRAMS, MATERIALS OR SERVICES ACQUIRED THROUGH THE SITE/APP MAY FROM TIME TO TIME BE PROVIDED TO YOU BY THIRD PARTY INDEPENDENT CONTRACTORS. WE DO NOT HAVE LEGAL CONTROL OVER THESE INDIVIDUALS AND THEY ARE NOT OUR EMPLOYEES.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

13. INDEMNITY AND LIABILITY

You agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, directors, agents, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Site or our App, your use of the Site or our applications, torts or damaged (whether physical or otherwise) caused by you, your connection to the Site or our applications, your violation of these Terms of Use or any end user license agreement or your violation of any rights of another person or entity. This indemnity obligation shall survive the termination of this Agreement.

14. RULES OF CONDUCT

In connection with our Site or App, you agree NOT to:

• Post, transmit or otherwise make available through or in connection with the Site or App any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
• Insert or permit to be inserted, any malicious or harmful software into the Site or App, including but not limited to any software designed to (a) make unauthorized changes to or cause damage to the Site or Third Party Materials as defined below; (b) copy, provide unauthorized access to, or prevent authorized access to the Sites; or (c) prevent detection of any unauthorized invasion of the Site or App (“Malware”).
• Use the Site or App for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
• Harvest or collect information about users of the Site or App.
• Interfere with or disrupt the operation of the Site or App or the servers or networks used to make the Sites available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using the Site or App.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein.
• Reverse engineer, decompile or disassemble any portion of the Site or App, except where such restriction is expressly prohibited by applicable law.
• Remove any copyright, trademark or other proprietary rights notice from the Site or App.
• Frame or mirror any portion of the Site or App, or otherwise incorporate any portion of the Site into any product or service.
• Systematically download and store Site or App content.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Sites, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

15. TERMINATION

Unless otherwise agreed to through written terms of service, Company may terminate or suspend your access to the Site or App at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, (a) your right to access and use the Site or App will immediately cease; (b) Company may immediately deactivate or delete your user name, password and account; (c) Company will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in Company’s sole discretion; and (d) except for the license granted to you to access and use the Site or App, the remaining provisions of these Terms will survive and continue in effect.

16. GOVERNING LAW, JURISDICTION

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. You agree that any dispute, claim or controversy arising out of or relating to your use of the Site or Services, these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be settled by binding arbitration between you and Company, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. This “Dispute Resolution” section will survive any termination of these Terms.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitration proceedings shall take place in the State of Delaware.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. DMCA AND NOTICE OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or App infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe, in good faith, that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Us a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to:

Copyright Agent at Monospace, Inc./DBA/ Directus, Attn: Copyright Agent, 149 Cleveland Road, New Haven, CT, 06515; Email: info@directus.io Phone: (224) 444-9666

WE SUGGEST THAT YOU CONSULT YOUR LEGAL ADVISOR BEFORE FILING A DMCA NOTICE OR COUNTER-NOTICE.

18. GENERAL

These Terms do not, and will not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.

No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.

Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.”

These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and MONOSPACE, INC. /DBA/ Directus relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Us relating to such subject matter. You understand that if you subscribe to any of our services such as our Standard or Enterprise Cloud Computing Services our service agreement for these services will govern.

Notices to you (including notices of changes to these Terms) may be made via posting to the Site or App or by e-mail (including in each case via links), or by regular mail and by using the contact information noted directly below in Section 19. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site or App constitute the entire agreement between Company and you with respect to your general use of the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.

19. CONTACT US

If you have any questions or complaints about the Terms of Use or the Privacy Policy or if you would like to update any personal information you have provided to us, please contact the webmaster at the mailing address or email address below:

Mailing Address:
MONOSPACE INC. /DBA/ Directus
223 Bedford Ave STE A #855
Brooklyn, NY 11211

Email: info@directus.io Phone: (224) 444-9666

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.