Effective Date: January 2, 2024
Welcome to Dispatch! By signing up to use Dispatch’s Services (as defined herein), you are agreeing to be bound by the following terms and conditions (the “Terms”).
These Terms are between your company or legal entity, as applicable ("User") and Dispatch Solutions, Inc ("Dispatch") and govern User's use of the content, functionality, products, and services offered by Dispatch (the "Services"). These Terms, together with any additional documentation incorporated herein by reference, including but not limited to User’s subscription for Services and the Privacy Policy, is the parties' entire agreement with respect to the subject matter and merges and supersedes all related prior and contemporaneous agreements.
By (i) accessing or using the Services or (ii) accepting via click-through or otherwise or manually or electronically signing these Terms, User indicates its acceptance of these Terms. User represents, warrants, and covenants to Dispatch that User (i) is receiving the Services for the purpose of carrying on a business activity and not for any personal, household, or family purpose, and (ii) has the legal authority to bind such company or legal entity to these Terms. If User does not have such authority or does not agree with these Terms, User must not access or use the Services. The "Effective Date" of these Terms is the date of User's acceptance of these Terms. Capitalized terms have the meanings ascribed to them in these Terms.
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, USER AGREES TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT USER WAIVES ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND USER WAIVES ANY RIGHT TO PARTICIPATE IN COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.
Dispatch reserves the right to change or modify these Terms at any time in its sole discretion. User understands and agrees that by accessing or using the Services following any change or modification to these Terms, User agrees to the revised Terms. Subject to the Terms, Dispatch grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Services, subject to User agreeing to and abiding by the following conditions:
1. User Content
The Services, among other things, allows Users to enable in-ad conversions, including but not limited to, e-commerce transactions and donations, to allow Users’ customers to checkout within an advertisement without navigating away from the point of engagement. User may use the Services in accordance with the Terms to create advertisements or other offers (the “User Content”). User represents, warrants, and covenants that (1) User owns and controls all right, title and interest in and to User Content; and (2) all User Content complies with these Terms.
User understands and agrees that User is responsible for its User Content, and User shall remain solely responsible for such User Content, including its compliance with these Terms, legality, reliability, accuracy, completeness, and appropriateness. Dispatch is not responsible or liable to any third party for the legality, reliability, accuracy, completeness, or appropriateness of any User Content. Although Dispatch is not required to monitor any User Content, it may, in its sole discretion, remove User Content at any time and for any reason without notice. Dispatch may monitor User Content to detect and prevent fraudulent activity or violation of these Terms.
2. User Responsibilities
User agrees to provide public-facing contact information, a refund policy, and order fulfillment timelines to its customers as applicable. User agrees that the Services are not a marketplace, and any sale made using the Services is directly between User and its customer. User is the seller of record for all items sold using the Services. User is responsible for the creation and operation of any goods and services sold using the Services, and all aspects of the transactions between User and User’s customers.
This includes, but is not limited to, authorizing the charge to the customer, refunds, returns, fulfilling any sales or customer service request, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where products or services are sold), and User’s breach of these Terms.
User represents and warrants that the goods and services sold using the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties.
For the avoidance of doubt, Dispatch will not be the seller or merchant of record and will have no responsibility for items sold to customers using the Services.
Without limiting the generality of the policies set forth above, User is expressly prohibited from displaying, promoting, offering, marketing, or selling counterfeit or pirated products or services using the Services.
User is solely responsible for any defect or non-conformity in any product or services offered using the Services and User will comply with all recall or safety alert with respect to any product or service offered using the Services.
3. Pricing and Payment
User will pay fees applicable to its subscription to the Services (the “Fees”) in accordance with the terms of its subscription. All payments made by User are final and are non-refundable and non-creditable. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and services (the “Taxes”).
User is responsible for the payment of applicable Taxes that arising out of the purchase or use of the Services. To the extent that Dispatch charges Taxes, they are calculated using the tax rates that apply based on the billing address provided by User.
For the avoidance of doubt, all sums payable by User to Dispatch will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Dispatch and remitted to the appropriate tax authorities on User’s behalf, any deductions or withholdings that are required by law will be borne by User and paid separately to the relevant taxation authority.
4. Use of the Services
Unlawful Activity: User shall not engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or that involves proceeds of any unlawful activity.
Abusive Activity: User shall not engage in any activity that poses a threat to Dispatch or the Services, including but not limited to, (1) distributing a virus or other harmful code; (2) interfering with other users' access to or use of the Services; (3) developing, supporting or using software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy or extract profiles and other data from the Services; or (4) overriding any security feature or bypassing or circumventing any access controls or use limits of the Services.
Harassing, Threatening, Hateful, and Sexually Explicit Communications: User shall not use the Services for purposes of (1) threatening, advocating, or inciting physical harm to or violence against others, or promoting or encouraging self-harm or suicide; or (2) engaging in hate speech, harassing or abusing others, or promoting discrimination against others solely on race, ethnicity, natural origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
Fraud: User shall not engage in any activity which operates to defraud Dispatch, other users, or any other person, or to provide any materially false, inaccurate, or misleading information to Dispatch, other users, or any other person.
Gambling: User shall not use the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance in violation of applicable law.
Intellectual Property Infringement: User shall not (1) use the Services in a manner which infringes or violates any copyright, patent, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use Dispatch IP (as defined below in "Intellectual Property Rights") without the prior written consent from Dispatch; or (3) engage in any action that implies an untrue endorsement or affiliation with Dispatch.
Additional Prohibitions: User shall not (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Dispatch IP without Dispatch's prior written consent; (2) reverse-engineer, copy, modify, decompile, or create derivative works from the Services, or any portion thereof; (3) market, offer to sell, resell, rent, lease, sublease, license, or sublicense the Services;; or (4) create or use a false identity or attempt to use another's Dispatch account without authorization.
5. Report Abuse
If User has any complaints or otherwise thinks anyone is violating any of these Terms, please notify Dispatch immediately at [email protected].
6. Suspension and Termination of Access; Moderation of User Content
User agrees that Dispatch has the right to immediately suspend or terminate User’s access to the Services for any reason and without notice at any time (unless otherwise required by law), including, if Dispatch suspects, in its sole discretion, that (1) User's account is being used for any illegal activity; (2) User has provided information that is materially false, inaccurate, or misleading in a way that could deceive or confuse others about their identity or important events, topics, or circumstances; (3) User has engaged in fraudulent activity; or (4) User has otherwise violated or threatened to violate these Terms, including its payment obligations set forth in its subscription.
7. Intellectual Property Rights
The Services, and all content and other materials contained therein, including, without limitation, the Dispatch logo, and all designs, text, slogans, graphics, pictures, information, data, software, files, and the selection and arrangement thereof (collectively, "Dispatch IP"), are the proprietary property of Dispatch and its affiliates, or its licensors or its users, as applicable.
The Dispatch logo and any Dispatch product or service names, logos, or slogans that may appear on the Services or elsewhere are trademarks of Dispatch and its affiliates, and may not be copied, imitated or used, in whole or in part, without Dispatch's prior written permission.
User may not use any Dispatch IP without Dispatch's prior written permission. User agrees to abide by all applicable copyright, patent, trademark and other intellectual property laws and with all additional copyright, patent, and trademark notices, information, and restrictions contained in the Services.
In addition, the look and feel of the Services, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Dispatch and may not be copied, imitated, or used, in whole or in part, without Dispatch's prior written permission.
Notwithstanding anything to the contrary herein, User understands and agrees that it shall have no ownership or other property interest in its account with Dispatch and User further agrees that all rights in and to its account are and shall forever be owned by and inure to the benefit of Dispatch.
All other trademarks, product names, and logos in the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder.
If User thinks anyone has posted material to the Services that violates any protected marks or copyrights, please contact [email protected] and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that is claimed to have been infringed; (3) a description of the location on the Services of the material that is claimed to be infringing; (4) User's address, telephone number and e-mail address; (5) a written statement by User that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by User, made under penalty of perjury, that the above information in the notice is accurate and that User is the copyright owner or authorized to act on the copyright owner's behalf.
8. Third Party Products and Services
User and/or Dispatch may rely on third-party products and services in connection with the Services, and as a result the Services may appear in connection with or contain links to third-party websites or applications (the "Third Party Sites").
Dispatch does not own or control the Third Party Sites. User understands and agrees that its access to or use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. Dispatch provides these Third Party Sites only as a convenience and does not investigate, review, approve, monitor, endorse, or make any representations, warranties, or covenants with respect to the Third Party Sites or their products or services.
Access to or use of all links to Third Party Sites along with use of any associated third-party products and services is at User's own risk.
9. Privacy
User acknowledges and agrees to the collection, use, and disclosure of its personal information in accordance with Dispatch's Privacy Policy, which can be accessed at https://dispatch.co/privacy-policyand is incorporated into these Terms by reference.
10. Disclaimer of Warranties
THE SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
DISPATCH, ITS AFFILIATES, PARENTS, SUBSIDIARIES, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE "DISPATCH PARTIES"), MAKE NO WARRANTY THAT THE SERVICES OR THE CONTENT CONTAINED THEREIN WILL (1) MEET USER'S REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE DISPATCH PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES AND THE CONTENT CONTAINED THEREIN.
THE DISPATCH PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN THE SERVICES OR FROM ANY PRODUCT SOLD USING THE SERVICES. THE DISPATCH PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT CONTENT INCLUDED IN THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
THE DISPATCH PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR THE CONTENT CONTAINED THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE DISPATCH PARTIES DO NOT GUARANTEE THE SECURITY OF ANY DATA THAT USER DISCLOSES ONLINE.
USER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE AND WILL NOT HOLD THE DISPATCH PARTIES RESPONSIBLE FOR ANY BREACH OF SECURITY EXCEPT TO THE EXTENT DUE TO THE DISPATCH'S PARTIES' WILLFUL MISCONDUCT.
THE DISPATCH PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO USER OR ANY OF USER’S CUSTOMERS FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO USER FOR ANY USE THE SERVICES, OR THE CONTENT CONTAINED THEREIN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) SERVER FAILURE OR DATA LOSS; (2) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (3) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DISPATCH PARTIES BE LIABLE TO USER, USER’S CUSTOMERS, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THESE TERMS OR THE SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE DISPATCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF THE SERVICES ARE AT USER'S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF DISPATCH OR ANY DISPATCH PARTIES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THESE TERMS OR THE SERVICES ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NOTHING IN THESE TERMS EXCLUDES OR RESTRICTS DISPATCH'S LIABILITY IN RESPECT OF A BREACH BY DISPATCH OF ANY DUTY OR LIABILITY IT MAY HAVE TO USER UNDER APPLICABLE REGULATIONS OR LAWS THAT CANNOT LAWFULLY BE EXCLUDED.
IT IS USER'S RESPONSIBILITY TO ENSURE THAT IT MAINTAINS ADEQUATE INSURANCE TO COVER ANY DAMAGES, LOSSES, COSTS OR EXPENSES IT MIGHT SUFFER IN THE EVENT OF ANY FAILURE OR UNAVAILABILITY OF THE SERVICES.
12. Indemnification
User agrees to defend, indemnify, and hold the Dispatch Parties harmless against any and all actual and alleged damages, awards, judgments, losses, liabilities, obligations, fines, penalties, interest, fees, expenses, (including reasonable attorneys' fees and amounts paid in settlements), and costs, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, in law or equity, whether in tort, contract or otherwise, resulting from, in connection with, or arising out of any claims, actions, causes of actions, demands, threats, allegations, suits, investigations, hearings, or proceedings (each, a "Claim") made or brought against any of the Dispatch Parties at any time by any third party or governmental authority arising out of, in connection with, or related to any Claim that any User Content misappropriates or infringes in any manner any intellectual property right, including any patent, trademark, service mark, trade secret, copyright, moral rights, right of publicity or privacy or other intellectual property right or misappropriation of any name or likeness or false representation or has otherwise harmed any third party's intellectual property rights; any actual or threatened breach by User of these Terms; User's access, use, or modification of the Services; and/or any negligent act or omission, misstatement, fraud, unlawful act or any misconduct of User or its agents in the access or use of the Services (each a "User Indemnified Claim").
In connection with any User Identified Claim, User may not settle any claim (or in any way require the indemnified party to admit liability, pay money, or take or refrain from taking any action) without the express prior written consent of Dispatch (which consent to be granted in Dispatch's sole discretion).
The indemnitee shall have the right to participate in the defense of any proceeding with counsel of its own choice at its own expense.
13. Governing Law and Disputes
To the extent permitted by law, these Terms and the provision of the Services shall be governed by and construed in accordance with New York law. By using the Services, User agrees that any and all disputes, claims or controversies that User may have against the Dispatch Parties arising out of or relating to or connected in any way to (i) the Services obtained from or provided by Dispatch or (ii) these Terms (including the interpretation and scope of this clause and the arbitrability of the dispute), shall be resolved exclusively by mandatory, binding arbitration initiated through and administered by the American Arbitration Association ("AAA").
User further agrees that arbitration will be conducted by a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, and that any arbitration proceeding, if necessary, will be held in New York, New York or at such other location as may be mutually agreed upon by Dispatch and User.
Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act, and shall honor claims of privilege recognized at law. Arbitration rules and forms may be obtained from AAA at https://www.adr.org.
In order to initiate arbitration with the AAA, User may be responsible for paying a filing fee to the AAA, however, in the event User is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Dispatch will reimburse as much of User's filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
There will be no right or authority for any claims to be arbitrated on a class action or representative basis.
User understands and agrees that, by accepting these Terms, User and Dispatch are each waiving the right to a trial by jury or to participate in a class action with respect to the claims covered by this mandatory arbitration provision.
User is thus giving up its right to go to court to assert or defend its rights.
User's rights will be determined by a neutral arbitrator, and not a judge or jury.
All claims User brings against Dispatch must be resolved in accordance with this arbitration provision, except that Dispatch may seek equitable relief in a court of competent jurisdiction of the State of New York in accordance with the laws of the State of New York for infringement or other misuse of intellectual property rights as well as for any other breach of these Terms.
All claims filed or brought by User contrary to this provision will be considered improperly filed and void.
Should User file a claim contrary to this arbitration provision, Dispatch will notify User in writing of the improperly filed claim, and User must promptly withdraw the claim.
If User fails to promptly withdraw the claim after receiving written notice from Dispatch, Dispatch may recover its reasonable attorneys' fees and costs incurred to enforce this arbitration provision.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein.
14. Modifications to Terms
Dispatch reserves the right, at any time without notice and at its sole discretion, to modify any portion of these Terms.
User should continue to review these Terms whenever accessing or using the Services. User’s use of the Services after the posting of changes to these Terms will constitute User's acceptance of these Terms, as modified, and User will be bound by any such changes as of the date they are first posted to the Site.
Dispatch expressly rejects any terms and conditions proposed by User that are in addition to or that conflict with these Terms and such proposed terms and conditions shall be of no force or effect.
15. Severability
If any provision of these Terms is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.
16. No Agency Relationship
Dispatch does not agree to act as User’s agent or fiduciary in providing the Services, and these Terms do not, and shall not be deemed to, make Dispatch the agent or legal representative of the User for any purpose whatsoever.
17. Assignment
Dispatch (and each of its permitted assignees, transferees, or delegees) may freely assign, transfer, or delegate all rights and obligations under these Terms fully or partially without notice to User.
These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any attempted transfer or assignment in violation hereof shall be null and void.
18. Entire Agreement
These Terms comprise the entire agreement between User and Dispatch relating to User's access to and use of the Services, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation prior versions of these Terms).
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
19. Survival
All sections of these Terms which by their nature should survive the termination of these Terms, including but not limited to Limitation of Liability, Indemnification, and Pricing and Payment shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Dispatch or User.
20. Contact
Please direct any questions or comments regarding these Terms to [email protected].
