DISPATCH TECHNOLOGIES, INC
APPLICATION TERMS OF SERVICE
Last Updated: May 14, 2021
PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY BEFORE ACCESSING OR USING OR DOWNLOADING ANY DISPATCH APPLICATIONS MADE AVAILABLE EITHER THROUGH A WEB BROWSER OR AS A DOWNLOAD TO YOUR DEVICE (THE “APPLICATIONS” OR “APPS”). BECAUSE THESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND DISPATCH TECHNOLOGIES, INC. (“DISPATCH,” “WE,” “US,” OR “OUR”) FOR YOUR USE OF THE APPS AND OF DISPATCH SERVICES (DEFINED BELOW).
Description of Services
The Apps were created by Dispatch to allow you to manage jobs and information through an intuitive web-based API service, available through a web browser or through a mobile device, and to interact with job requestors (together with the Apps, the “Dispatch Services”).
Changes to Terms
We may change, modify, add or remove portions of these Terms of Service (each, an “Update”) at any time and in our sole discretion with or without prior notice to you and such Updates will be effective immediately. If we make Updates to these Terms of Service, we will change the “Last Updated” date above and describe the changes in a chart at the bottom of these Terms of Service. Your continued use of an App will confirm your acceptance of the updated Terms of Service. We encourage you to frequently review these Terms of Service to ensure you understand the latest terms and conditions associated with use of the Apps and Dispatch Services. If you do not agree to the updated Terms of Service, you must uninstall and discontinue using the Apps and Dispatch Services.
To use Dispatch Services, you may be required to create a unique profile called a “Dispatch Account”. Account registration requires you to submit certain personal information to us. You will submit only accurate, up-to-date, complete, and truthful information when creating a Dispatch Account. We have the final discretion in granting accounts, and reserve the right to reject your registration without explanation. You are responsible for all activity that occurs under your Dispatch Account, and you agree to maintain the security and secrecy of authentications, access codes, passwords, and other credentials (as well as any communications transmitting such credentials to you) associated with your Dispatch Account. If you discover or suspect any unauthorized access or other security breaches pertaining to your Dispatch Account or the Dispatch Services in general, please let us know as soon as possible. You may only possess one Dispatch Account at a time.
Once you have created your Dispatch Account, you can securely access the Apps and Dispatch Services. You may deactivate your Dispatch Account at any time, for any reason, through your account settings.
If your right to use Dispatch Services is permitted pursuant to an agreement in place between Dispatch and a business partner of yours, then if Dispatch’s agreement with such business partner terminates, such termination may result in termination of your right to use Dispatch Services.
Terms of Access and Use
· Grant of Rights: Subject to these Terms of Service and your compliance with all applicable laws, Dispatch grants you a personal, non-transferrable, non-exclusive, revocable right to (i) access and use the Dispatch Services, and (ii) access online and/or install the Apps on one or more devices (e.g., an Apple Device (as defined below)) that you own or control for purposes of using the Dispatch Services, and (iii) access and use Dispatch Content and Third Party Content for purposes of using the Dispatch Services.
· Certain Restrictions: The rights granted to you by these Terms of Service are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit any Dispatch Services; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Dispatch Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not access or use Dispatch Services to build a similar or competitive service or application; (d) no part of Dispatch Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, and (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in any portion of Dispatch Services. Any future release, update, or other addition to the functionality of the Dispatch Services is subject to these Terms of Service, unless otherwise provided in terms associated with such addition.
· Modification of Services: Dispatch may, at any time, modify, suspend, or discontinue the Dispatch Services or any part thereof with or without notice, except we will not discontinue the Purchased Service (defined below) except as provided herein. In the future we may offer additional services, features, functionalities and in-app purchases. Dispatch will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Dispatch Services as permitted herein.
· Ownership: Dispatch and its licensors own all right, title and interest, including all related intellectual property rights, in and to the Dispatch Services. These Terms of Service are not a sale and they do not convey to you any rights of ownership in or related to the Dispatch Services.
Certain features of the Dispatch Services may allow you to post, submit, publish, share, store, or manage ideas, opinions, recommendations, data and information, including Information and literary, artistic, musical, or other content, such as photos and videos (both “Content”). By posting or publishing Content, you represent and warrant to us that you have all necessary rights to distribute Content to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the Content. You further represent and warrant that none of the Content you post or publish contains financial, privileged, confidential, personally identifiable or personal information of any kind whatsoever. You hereby grant to Dispatch and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sublicensable (as necessary to provide the Dispatch Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit information and Content as we in our sole and absolute discretion deem appropriate to perform and to promote (subject to your account settings) the Dispatch Services and in accordance with these Terms of Service. This license ends when you deactivate your Dispatch Account. You acknowledge and agree that we will own all right, title, and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the Dispatch Services. We acknowledge and agree that, as between you and Dispatch, you will own all right, title, and interest in and to Content you provide.
Code of conduct
You will use Dispatch Services, including the Apps, only in a safe manner and in compliance with laws, rules and regulations, and will not access or use Dispatch Services in an unlawful way or for an unlawful or illegitimate purpose. Any use of Dispatch Services other than as specifically authorized in these Terms of Service is prohibited and may result in our termination of your license, as well as possibly exposing you to legal action and damages. In addition:
You will not copy, distribute or disclose any part of the Dispatch Services in any medium, including without limitation by any automated or non-automated “scraping”;
You will not submit fraudulent workers compensation claims, insurance applications, insurance claims, or otherwise attempt to defraud Dispatch, its insurance providers and partners, or any other party in connection with your use of the Dispatch Services;
You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access Dispatch Services in a manner that sends more request messages to Dispatch servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Dispatch grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials);
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Dispatch Services;
You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
You will not post or publish Content containing financial, confidential, privileged, personally identifiable or personal information;
You will not collect or harvest any personally identifiable information, including account names, from the Dispatch Services;
You will not access the Dispatch Services through any technology or means other than those provided or authorized by Dispatch;
You will not stalk, harass, bully or harm another individual who uses Dispatch Services;
You will not impersonate any person or entity or misrepresent your affiliation with a person or entity;
You will not hold Dispatch responsible for your use of or inability to use Dispatch Services;
You will not violate any requirements, procedures, policies or regulations of networks connected to Dispatch;
You will provide truthful and accurate Content;
You will not cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of the Dispatch Services, including the de-indexing or de-caching of any portion of the Dispatch Services from a thirty party’s website, such as by requesting its removal from a search engine;
You will not upload any Content to the Dispatch Services that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
You will not use Dispatch Services (i) to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (ii) to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act), (iii) to engage in, promote or encourage illegal activity; (iv) for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); (v) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, malicious code, or other items of a destructive or deceptive nature; (vi) to interfere with use of the Dispatch Services, or the equipment used to provide the Dispatch Services, by customers, authorized resellers, or other authorized users; (vii) to disable, interfere with or circumvent any aspect of the Dispatch Services; (viii) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”); or (ix) to access any Google product or service in a manner that violates the terms of service of such Google product or service;
You will not use Dispatch Services for high risk activities such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Apps could lead to death, personal injury, or environmental damage, or use Dispatch Services to operate or enable any telecommunications service or in connection with any application that allows users to place calls or to receive calls from any public switched telephone network;
You will not use Dispatch Services to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the Department of State; and
You will not use Dispatch Services to post any content that we determine to be false, misleading, unlawful, discriminatory, abusive, libelous, defamatory, obscene, invasive, threatening, harassing, inflammatory or fraudulent.
Please let us know about any inappropriate behavior that you become aware of through Dispatch Services. If you find something that violates these Terms of Service, let us know by sending us an e-mail to firstname.lastname@example.org. We reserve the right, in our sole and absolute discretion, to deny you or anyone access to Dispatch Services without notice. If you are discovered to be undertaking any of the aforementioned actions your privileges to use the Dispatch Services may at our discretion be terminated or suspended.
Third Party Content and Applications
Dispatch Services may contain information and materials provided to Dispatch by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.
Also, Dispatch Services may from time to time make available web-based, mobile, offline, online or other applications, tools, products or services that are provided by a third party (“Third Party Applications”), which may include APIs, mapping applications, databases, information and content. Your acquisition and use of Third Party Applications, and any exchange of data between you and any third party provider, is solely between you and the applicable third party. We do not warrant or support Third Party Applications, whether or not they are designated by us as “certified” or otherwise. If you are unable or unwilling to comply with the terms or conditions applicable to your use of a Third Party Application, then you must not use that Third Party Application. Also, you acknowledge that, although some features of the Dispatch Services (including the Apps) may permit integration with third party products, applications and information, your license to use Dispatch Services does not, by itself, convey or imply licensing rights to use any information or products not provided by Dispatch, and separate licensure may be required by third party product providers.
You will not, and will not allow third parties under your direction to: (i) use Third Party Content or Third Party Applications to create, train, or improve (directly or indirectly) a similar product or service, including any machine translation engine, (ii) use or retain translated text or any other data from Third Party Content or Third Party Applications for the purpose of creating, training, or improving (directly or indirectly) a translation system, product, or service, (iii) integrate Third Party Content or Third Party Applications with any applications for any embedded devices such as cars, TVs, appliances, or speakers, (iv) use Third Party Content or Third Party Applications to provide a service, application, or functionality of network transport or transmission (including, but not limited to, IP transit, virtual private networks, or content delivery networks); or (v) sell bandwidth from any Third Party Content or Third Party Applications.
If you enable or use Third Party Applications within the Apps or Dispatch Services, you acknowledge that we may allow providers of those Third Party Applications to access your data as required for the interoperation of such Third Party Applications with the Apps and Dispatch Services. We are not responsible for any disclosure, modification or deletion of your data resulting from any such access by a Third Party Application or its provider.
Dispatch Services may contain features designed to interoperate with Third Party Applications (e.g., email, text messaging, or customer relationship management applications). To use such features, you may be required to obtain access to such Third Party Applications directly from a third party provider or to grant us access to your account(s) on such Third Party Applications. We cannot guarantee the continued availability of such features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of Third Party Applications ceases to make the Third Party Applications available for interoperation with the corresponding Service features in a manner acceptable to us.
Certain Third Party Applications and Third Party Content are subject to separate terms and conditions. You must agree to those terms and conditions before accessing or using such Third Party Applications, and you must comply with such terms and conditions. We may modify, remove or replace Third Party Applications and Third Party Content from time to time.
Availability and Access
We do not guarantee that any of the Dispatch Services will be available, work, or be accessible at any particular time. We cannot guarantee that the Dispatch Services will work as advertised, or will give you the desired results.
If you elect to purchase a subscription to a paid version of an App (“Purchased Service”), then you will pay all fees specified by us at the time of purchase. Except as otherwise specified herein, (a) fees are based on your purchase regardless of whether or not you use the App, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) the scope of access to the App purchased cannot be decreased during the relevant subscription period.
For the Purchased Service, you must provide us (through our designated payment processors) with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to our designated payment processors, you authorize us to charge such credit card for the Purchased Service for the agreed subscription term. Such charges will be made and payable by you in advance, in accordance with the billing frequency specified by us. You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to such information.
If any charges are not received from you by the due date, then, at our discretion, such charges may accrue late interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
If any amount owing by you under these Terms of Service is thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts you have authorized us to charge to your credit card using our designated payment processors), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations so that all such obligations become immediately due and payable, suspend your access to the Dispatch Services (including the Purchased Service) until such amounts are paid in full and/or terminate these Terms of Service. We will give you at least seven (7) days prior notice that your account is overdue before suspending services to you.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against us based on our income, property and employees.
Dispatch acknowledges in writing to customers that Dispatch will maintain all applicable PCI DSS requirements to the extent Dispatch possesses or otherwise stores, processes, or transmits payment cardholder data on behalf of the customer, or to the extent that they could impact the security of the customer’s cardholder data environment.
Intellectual Property Rights
Except for your Content, all information and materials contained on or within the Dispatch Services, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, audio, video, white papers, press releases, data sheets, names, product names or descriptions, icons, photographs, video clips, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, “Dispatch Content”), as well as their selection and arrangement, and all intellectual property and other rights relating to Dispatch Content, as between you and Dispatch, are solely and exclusively owned by Dispatch. You will not directly or indirectly copy, republish, frame, download, transmit, modify, display, distribute, reverse engineer or sell, in whole or in part, any Dispatch Content or the Apps, or any related software or information, except as expressly permitted in these Terms of Service. Your unauthorized use of Dispatch Content violates these rights and these Terms of Service. Except as expressly provided in these Terms of Service, Dispatch does not grant any express or implied rights or licenses to use Dispatch Content. We reserve all rights not expressly granted in these Terms of Service.
All trademarks, service marks, logos, slogans and taglines displayed on or through Dispatch Services are the property of Dispatch and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through Dispatch Services without the express written permission of Dispatch, or such third-party that may own the trademark, service mark, logo, slogan or tagline. Third Party Content, such as data accessed through the Dispatch Services, is subject to the copyrights of those third parties.
The term “Proprietary Information” means information relating to Dispatch products, services and business that it treats as confidential. Proprietary Information shall include, but not be limited to, the Apps and Dispatch Content, and all of our proprietary or confidential formulas, source code, algorithms, methods, know how, processes, designs, components or features, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, and third party proprietary information.
You shall not use Proprietary Information for any purpose unrelated to your use of Dispatch Services and shall limit disclosure of such Proprietary Information to your employees, subcontractors, and consultants with a need to know the Proprietary Information, subject to a nondisclosure obligation comparable in scope to this section. You shall use Proprietary Information by using reasonable care. The obligations imposed by this section shall expire five (5) years after you cease using Dispatch Services, provided however that the obligations imposed by this section shall continue in perpetuity with respect to Dispatch’s trade secrets.
The obligations in this section shall not apply to any Proprietary Information that: (a) is or becomes publicly known through no fault of your own; (b) is in your possession prior to receipt from Dispatch, as evidenced by your records kept in the ordinary course of your business; or (c) is rightfully obtained by you from a third party entitled to disclose the information without confidentiality restrictions. You may disclose Proprietary Information to the extent required by a court or other governmental authority, provided that you promptly notify us of the disclosure requirement and cooperate with us (at our expense) to resist or limit the disclosure.
We welcome feedback, comments and suggestions for improvements to Dispatch Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to Dispatch Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. Dispatch will treat any Feedback you provide to us as non-confidential and non-proprietary.
Consent to Electronic Notice
By using the Apps, you agree that Dispatch may communicate with you electronically regarding administrative, security and other issues relating to your use of Dispatch Services. You agree that any notices, agreements, disclosures or other communications that Dispatch sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.
YOU AGREE THAT YOUR USE OF THE APPS AND DISPATCH SERVICES IS AT YOUR OWN RISK, AND THAT THE APPS AND ANY INFORMATION AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE APPS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISPATCH AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. DISPATCH AND ITS LICENSORS DO NOT WARRANT THAT ANY ASPECT OF THE APPS: (I) WILL OPERATE ERROR-, BUG- OR DEFECT-FREE, OR IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, OR IS COMPLETELY SECURE, (II) WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR PARTICULAR INTENDED USE, OR (III) WILL COMPLY WITH THE LAWS, REGULATIONS OR REGULATORY GUIDELINES THAT ARE APPLICABLE TO YOU.
THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE APP,S DISPATCH SERVICES AND/OR DISPATCH CONTENT RESTS WITH YOU AND YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER OR DEVICE, ANY LOSS OF DATA, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING THE APPS INSTALLED ON A DEVICE OWNED OR CONTROLLED BY YOU OR ANY OF YOUR EMPLOYEES, INDEPENDENT CONTRACTORS OR AGENTS OF ANY KIND. DISPATCH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET, OR FOR YOUR MISUSE OF ANY ADVICE, IDEAS, INFORMATION, CONTENT, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE APPS.
IN THE EVENT OF ANY PROBLEM WITH THE APPS OR DISPATCH SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE DISPATCH SERVICES.
Limitation of Liability
IN NO EVENT SHALL DISPATCH OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE DISPATCH SERVICES, OR ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM DISPATCH SERVICES, (III) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM DISPATCH SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH DISPATCH SERVICES, (V) ANY FAILURE OF ANY THIRD PARTY INFORMATION LISTED WITHIN DISPATCH SERVICES, INCLUDING ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL OR (VI) ANY ERRORS OR OMISSIONS IN DISPATCH SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DISPATCH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
YOU AGREE OUR TOTAL LIABILITY TO YOU IS NOT MORE THAN $100 U.S. DOLLARS OR THE TOTAL AMOUNT YOU PAID US WITHIN THE LAST SIX MONTHS IN CONSIDERATION FOR USING THE DISPATCH SERVICES, WHICHEVER IS GREATER.
WITHOUT LIMITING THE LIMITATION OF LIABILITY DESCRIBED ABOVE, IN THE EVENT OF ANY PROBLEM WITH DISPATCH SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO UNINSTALL ANY APPS AND CEASE USING THE DISPATCH SERVICES. Some jurisdictions do not allow exclusion of implied warranties or limitations of liability for incidental or consequential damages, so certain disclaimers, limitations or exclusions described in these Terms of Service may not apply to you.
Without limiting the generality or effect of other provisions of these Terms of Service, as a condition of downloading, accessing or using Dispatch Services, you agree, at your expense, to indemnify and hold harmless Dispatch and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents, from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, attorneys’ fees) in relation to or arising from (i) your Content, (ii) your use or inability to use Dispatch Services (including, without limitation, your use or inability to use any messaging and other communication features), (iii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iv) your violation of any third party right, including, without limitation, any copyright, property or privacy right, or (v) your breach of any obligations set forth in these Terms of Service. You shall not settle any such claim without our prior written consent.
For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.
Third Party Services and External Sites
The Dispatch Services may be made available or accessed in connection with third party services and content (including mapping applications and advertising) that Dispatch does not control. You acknowledge that different terms of service and privacy policies may apply to your use of such third party services and content.
The Apps may contain links to third-party websites, services and advertisements or may otherwise allow you to gain access to third-party websites (“External Sites”) and to the content of External Sites. These links or this access to such External Sites are provided solely as a convenience to you and not as an endorsement by Dispatch of such External Sites or their content. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Dispatch is not responsible for the content of any linked External Site and does not make any representations regarding the content or accuracy of materials on any such External Site. You should take precautions when downloading data from all websites to protect your computer or device from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
No Support or Maintenance
You acknowledge and agree that Dispatch will have no obligation to provide you with any support or maintenance in connection with Dispatch Services.
Location of the Services
We operate or control the operation of Dispatch Services from within the United States, and Dispatch Services may be mirrored, and other websites operated or controlled by us may be located, at various locations in and outside of the United States. We make no representation or warranty that all of the features of Dispatch Services will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use Dispatch Services from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
You shall adhere to all applicable export control laws and regulations with respect to Dispatch Services, and will not export or re-export or permit access to Dispatch Services, in whole or in part, directly or indirectly, to any country to which such export or re-export is restricted by any laws or regulations of the U.S. unless properly authorized by the U.S. Government. You represent that you or your company/organization is not named on any U.S. or other applicable government denied-party list.
Term and Termination
Subject to the foregoing, these Terms of Service will remain in full force and effect while you use the Dispatch Services. For the Purchased Service, these Terms of Service are in effect for the duration of your subscription thereto. We reserve the right (but have no obligation) to review your Content and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms of Service or otherwise create liability for us or any other person. Such actions could include removing or modifying your Content, or suspending or terminating your rights with respect to Dispatch Services for any reason or for no reason at all, with or without notice, in our sole discretion. Any such suspension or termination may include limiting or terminating your access to and use of Dispatch Services. If your rights with respect to Dispatch Services are suspended or terminated, you agree to make no further use of Dispatch Services for the duration of the suspension or indefinitely following termination.
Upon termination of these Terms of Service, your right to access and use Dispatch Services will terminate immediately. All of the terms and conditions in these Terms of Service will survive any such termination or suspension.
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, INCLUDING DISPATCH CONTENT AND/OR DISPATCH SERVICES (“CLAIM”) SHALL BE RESOLVED BY FINAL, BINDING AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THIS SECTION. PLEASE READ THIS SECTION CAREFULLY.
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Boston, Massachusetts office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures, and sole and exclusive venue and jurisdiction is so vested and consented to by both parties. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering, or punitive, indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. For any dispute or claim arising under these Terms of Service that is not a Claim or that is not arbitrable as a matter of law, each party irrevocably agrees that the federal and state courts located in Boston, Massachusetts shall have jurisdiction to settle such dispute or claim, and each party irrevocably submits to such jurisdiction and irrevocably waives any objections based on inconvenient forum. Notwithstanding the foregoing, each party shall have the right to seek equitable relief and enforce judgments in any court of competent jurisdiction.
Additional Terms for Apple Device Users
The following additional terms and conditions govern your use of the Apps should you choose to download them via the Apple App Store operate them on any device you own or control which runs any Apple mobile operating system, including, but not limited to, iPhone, iPad and iPod touch devices (each, an “Apple Device”). You hereby acknowledge that these Terms of Service are between you and Dispatch, and not Apple, Inc. (“Apple”) and that Dispatch, and not Apple, is solely responsible for the App and content thereof that you downloaded via the Apple App Store and installed on your Apple Device.
Scope of License: Without limiting the other terms and conditions of these Terms of Service, you may only use the Apps on your Apple Device and as permitted by the Usage Rules set forth in the App Store Terms of Service.
Maintenance and Support: Dispatch is solely responsible for providing any maintenance and support services with respect to the Apps, as specified in these Terms of Service, or as required under applicable law. Dispatch and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps.
Warranty: The Apps are provided subject to the “DISCLAIMERS” and “LIMITATION OF LIABILITY” sections above. If any warranty is imposed by law in respect of the Apps and not effectively disclaimed by that section, then in the event of any failure of the Apps to conform to such warranty, you may notify Apple, and Apple will refund you the purchase price (if any) for the Apps; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to such warranty will be Dispatch’s sole responsibility.
Product Claims: You acknowledge that Dispatch, not Apple, is responsible for addressing any claim you or any third-party may have relating to the Apps or your possession and/or use of the Apps, including but not limited to (i) product liability claims, (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the Apps or your possession and/or use of the Apps infringe that third-party’s intellectual property rights, Dispatch, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Legal Compliance: 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, (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, and (iii) you will comply with all relevant U.N. and EU sanctions and embargoes.
Developer Name and Address: Any questions, comments, complaints or claims relating to the Apps and/or your use of the Apps must be directed to Dispatch at the address set forth at the end of these Terms of Service.
Third-Party Beneficiary: You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service and, upon your acceptance of the terms of these Terms of Service, Apple will have the right (and is deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary thereof.
You agree that Dispatch is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
You agree that Dispatch may announce and promote your use of Dispatch Services, including adding your company’s logo to its website and promotional materials.
California Users and Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Dispatch must be addressed to our agent for notice and sent via certified mail to: 123 N. Washington Street, 2nd Floor, Boston, MA 02114. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
These Terms of Service and any Claim shall be governed by the laws of the Commonwealth of Massachusetts without regard to rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service. These Terms of Service constitutes the sole agreement between you and Dispatch for your use and the provision of Dispatch Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in these Terms of Service shall bind either you or Dispatch. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Should any provision of these Terms of Service be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from these Terms of Service if no such modification is possible, and other provisions of these Terms of Service will remain in full force and effect. A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. These Terms of Service and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Dispatch without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. These Terms of Service shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of these Terms of Service and have the right to enforce these Terms of Service against you.
If you have questions, complaints or claims with respect to the Apps, Dispatch Services or these Terms of Service, please contact us using one of the following options:
By e-mail: firstname.lastname@example.org
By mail: 123 North Washington Street, Boston, Massachusetts 02114, United States