IMPORTANT READ CAREFULLY:

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS “CUSTOMER;” AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.

This Online Subscription Agreement (this “Agreement”) is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the “Effective Date”), by and between Concierge Direct International LLC, a Texas Limited Liability Company with offices at 162 Washington Avenue, New Rochelle, NY 10801 (“CDI”), and “Customer,” the individual or entity entering into this Agreement. CDI reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the “Terms and Conditions” hypertext link located at the bottom of CDI’s www.CDI247.com home page.
1. Description of Services.
Upon receiving and accepting Customer’s subscription, CDI shall provide a national concierge service that allows direct access (“CDI’s Service”) to concierge services (that is, fulfilling orders for products and services, which products and services are paid for by directly by Customer) via any of smart phone, web, telephone and email (the “Concierge Services”). CDI is only providing the availability of the Concierge Services to the Customer. All Concierge Services ordered by Customer must be paid for separately and directly by Customer to the provider of such Concierge Services.
CDI shall use its commercially reasonable efforts to make the Concierge Services available for use by Customer twenty-four (24) hours a day, seven (7) days a week throughout the term, except for Christmas Day, half day New Year’s Eve, New Year’s Day, Thanksgiving Day, July 4, Labor Day and Memorial Day.
Customer acknowledges that from time to time CDI’s Service or the Concierge Services may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades by CDI or third party providers, malfunctions and errors, and causes beyond the control of CDI or which are not reasonably foreseeable, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures. CDI shall use commercially reasonable efforts to ensure, and to cause third party providers utilized in connection with the maintenance of CDI’s Services and the Concierge Services hereunder to, minimize any disruption, inaccessibility and/or inoperability of CDI’s Service and the Concierge Services in connection with such downtime.

2. Online Registration.
To subscribe to Services via the CDI Web site, Customer must complete the online registration process, including Customer’s electronic acceptance of this Agreement, and CDI must then accept such online registration. CDI may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer’s online registration is rejected by CDI, such potential Customer may submit a new online registration for re-evaluation by CDI.
a. Registration Data. As part of the online registration process, CDI will collect certain limited information about Customer (“Registration Data”). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. CDI reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
b. Account Password/Security. As part of the online registration process, Customer will choose a password. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify CDI immediately of any unauthorized use of its account or any other breach of security. CDI shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by CDI or another party due to a third party using Customer’s account or password.
c. Payment Information. As part of the online registration process, CDI will collect certain additional information related to billing and payment matters (“Payment Information”). Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by CDI. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes CDI, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. CDI reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. CDI shall not be responsible for any overdraft charge or other fees that may be incurred by CDI’s use of Customer’s debit card or credit card.
d. Privacy. CDI’s use of any information provided by Customer, including without limitation, Registration Data and Payment Information, is set forth in CDI’s current Privacy Policy, which can be found by clicking on the “Privacy Policy” hypertext link located at the bottom of CDI’s www.CDI247.com home page.

3. Customer Rights and Restrictions.
a. During the Term of this Agreement, and upon Customer’s payment of all applicable Subscription Fees, CDI will enable Customer to access and utilize CDI’s Service as contemplated herein, and Customer may access and use CDI’s Service subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement.
b. Customer shall be solely responsible for all content transferred by Customer or any other party in connection with Customer’s access and/or use of CDI’s Service, including all visual, written and/or audible communications. Customer hereby agrees not to access and/or use CDI’s Service (i) to send unsolicited commercial email in violation of applicable law; (ii) request, collect and/or store sensitive data (such as credit card numbers or social security numbers) from others; (iii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, libelous, slanderous, or otherwise unlawful; (iv) in a manner which violates the intellectual property rights of any party; or (v) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although CDI is not responsible for any such content or communications, CDI reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which CDI may become aware, at any time and without notice to Customer.
c. Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of CDI’s technology.
d. Customer may reassign Named Authorized Users without incurring additional fees.
e. Customer may inform its Named Authorized Users, customers and employees that CDI’s Service subscribed to hereunder are powered by CDI.
f. Customer may not resell, distribute, or otherwise use CDI’s Service on a timeshare or service bureau basis.
g. Customer shall not access and/or use CDI’s Service in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the CDI Web sites, CDI’s Service or any networks or security systems of CDI.
h. No other rights are granted hereunder except as expressly set forth in this Agreement.

4. Term and Termination.
a. Term. This Agreement shall commence on the Effective Date and continue for the subscription period as stated on Customer’s “My Account” page within the CDI Web site. Customer may access its “My Account” page at any time and update certain account information.
b. Termination for Cause. CDI reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
c. Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of CDI’s Service. CDI shall not be liable for any damages resulting from a termination of this Agreement as provided for herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.

5. Subscription Fees.
Customer is responsible for all Subscription Fees, and hereby authorizes CDI to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer’s “My Account” page within the CDI Web site. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on CDI’s net income.

6. Confidential Information.
Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential (“Confidential Information”), or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party’s possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to CDI’s Service.

7. DISCLAIMER OF WARRANTIES.
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CDI’s SERVICE IS PROVIDED BY CDI ON AN “AS IS” BASIS, AND CUSTOMER’s ACCESS TO AND/OR USE OF CDI’S SERVICE IS AT ITS SOLE RISK. CDI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CDI MAKES NO WARRANTY THAT CDI’S SERVICE WILL MEET THE REQUIREMENTS OF CUSTOMER OR WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES CDI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CDI’S SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH CDI’S SERVICE OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF CDI’S SERVICE IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CDI OR THROUGH CDI’S SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

8. LIMITATION ON LIABILITY.
IN NO EVENT SHALL CDI BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT CDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CDI’s LIABILITY HEREUNDER IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

9. Indemnification.
Customer hereby agrees, at its sole expense, to indemnify, defend and hold CDI harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer’s access to and/or use of CDI’s Service; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.

10. Additional Terms.
a. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
b. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
c. Force Majeure. CDI will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of CDI.
d. Choice of Law and Jurisdiction. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed and enforced under and pursuant to the laws of the State of Texas, without regard to the principles of conflict of laws principles. Customer consents to the exclusive personal jurisdiction and venue in the State and Federal courts within Travis County, Texas.
e. Proprietary Rights. CDI retains ownership of all proprietary rights in or associated with all its products and services (including CDI’s Service), and Customer may not use the CDI logo, or any other name, logo, icon or mark identifying CDI’s products and/or services (including CDI’s Service) without prior written permission of CDI. f. Compliance with Laws. Customer shall comply with all applicable laws, rules and regulations relating to Customer’s access to and/or use of CDI’s Service.
g. No Waiver. The failure of either Customer or CDI in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
h. Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall, to that extent, be deemed omitted and the remaining provisions of this Agreement will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement. Similarly, if any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
i. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
j. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
k. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
l. Language. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English-language version shall prevail.

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Concierge Direct · 162 Washington Ave, New Rochelle, NY, 10801