Client Terms and Conditions
These terms and conditions (the "Agreement"), and any amendments to such, governs your participation as a user (the "Client" or “You”) of the website or associate websites, products or services associated with www.dsticks.com (the "Project"). The Client covenants and agrees as a condition precedent to accessing this website to be bound by this Agreement, as may be amended by DSticks, LLC ("DSTICKS"), from time to time.
1.1. "Client" means any individual who is party to this Agreement personally, and/or through a representative or agent, including the person who completes and signs this Agreement, who uses this Website, or who purchases items through the Project.
1.1.1. No other person is authorized to access or discuss the client's account with DSTICKS, or request work, unless DSTICKS has received written authorization from the client for this additional person to have account access.
1.1.2. The client who signs this form is fully responsible for all account charges incurred by anyone whom the client authorizes on the account.
1.2. "Website" means the website for Services relating to the products and services it seels, as operated by DSTICKS and situated at www.dsticks.com.
1.3. “Services” means all products and services DSTICKS sells and markets on its website, including but not limited to the shipment and delivery of drumsticks to its customers and users.
1.4. “Service Terms” means any other agreements, restrictions or regulations set forth by DSTICKS to its customers and users governing the use of its Services and Website.
1.5. “DSTICKS” means all affiliates of DSTICKS; including all affiliates, directors, officers, employees, owners, and agents.
2. RESTRICTIONS ON GENERAL CLIENT CONDUCT
2.1. Among the other rules as set forth in these Terms and Conditions, a Client may not:
2.1.1. Interfere with the DSTICKS website;
2.1.2. Use profanity on the site;
2.1.3. Infringe on DSTICKS’S intellectual property, or the intellectual property of other Clients or third-parties;
2.1.4. Create a new account or buy and sell on other existing accounts to avoid restrictions or limits;
2.1.5. Make offers to buy or sell outside of DSTICKS;
2.1.6 . Falsely report that another member has violated a DSTICKS policy;
3. DSTICKS RETAIL SERVICES
3.1. DSTICKS will permit the Client to use the Website and purchase its Services through the Website, subject to compliance with the terms and conditions in this Agreement by DSTICKS, as may be changed from time-to-time.
3.2. The Client will be issued a unique username and password to access portions of the Website, neither of which may be used by any person other than the Client. Client must take reasonable security precautions when using the Website and must protect the confidentiality of Client’s password, and Client should change your password periodically. DSTICKS recommends that you create a complex password which includes at least one symbol and a capital letter.
3.3 . It is expressly agreed that the parties intend by this Agreement to establish a customer relationship between DSTICKS and the Client, but that it is not the intention of either party to undertake a joint venture or to make the Client in any sense an agent, employee, or partner of DSTICKS. The parties expressly agree that this Agreement does not in any way create a partnership, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
3.4 . It is further agreed that the Client has no authority to create or assume in DSTICKS's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Client shall not hold itself out as having any such authority.
4. ACCEPTABLE USE POLICY
4.1 . Client agrees to use the Website in compliance with applicable law and DSTICKS’s Acceptable Use Policy (the "AUP") contained herein this Section 4. Client agrees that DSTICKS may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time-to-time to further detail or describe reasonable restrictions and conditions on Client's use of the Project. Amendments to the AUP are effective on the earlier of DSTICKS’s notice to Client that an amendment has been made, or the date such amendment is updated in this Agreement and posted to the Website, whichever is earlier. In the event of a dispute between DSTICKS and Client regarding the interpretation of the AUP, DSTICKS’S commercially reasonable interpretation of the AUP shall govern.
4.2. Client agrees that the following uses are not acceptable uses under the AUP. The following list is nonexclusive, and DSTICKS reserves the right to amend this list at any time at its sole discretion. You may not publish or transmit via DSTICKS’S Project or Website any content or material that DSTICKS reasonably believes:
4.2.1. Constitutes child pornography;
4.2.2. Constitutes pornography;
4.2.3. Is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech; Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
4.2.4. Is defamatory or violates a person's privacy;
4.2.5. Creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement;
4.2.6. Improperly exposes trade secrets or other confidential or proprietary information of another person;
4.2.7. Is intended to assist others in defeating technical copyright protections;
4.2.8. Infringes on another person's trademark, service mark, copyright, patent, or other intellectual property right;
4.2.9. Promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
4.2.10. Is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to DSTICKS;
4.2.11. Is otherwise malicious, fraudulent, discriminatory or may result in retaliation against DSTICKS by offended viewers; or
4.2.12. Is directly opposed to or contrary to the religious and moral principles or beliefs of DSTICKS and its users.
4.3. DSTICKS is under no duty, and does not by this AUP undertake a duty, to monitor or police our Clients' activities and disclaims any responsibility for Client’s misuse of the DSTICKS Project or Website.
4.4. You may not engage in illegal, abusive, or irresponsible behavior, including, but not limited to: Unauthorized access to or use of data or services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to DSTICKS and its Clients) without express authorization of the owner of the system or network; monitoring data or traffic on any network or system without the authorization of the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; use of an Internet account or computer without the owner's authorization, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning; forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting; or any conduct that is likely to result in liability against the DSTICKS’s network.
4.5. Client agrees to not use the DSTICKS trade name or trademark in any way whatsoever without DSTICKS’s express written authorization. Client acknowledges that use of the DSTICKS name without its written consent is strictly prohibited.
6. YOUR ACCOUNT
6.1. You may need your own DSTICKS user account to use or purchase certain DSTICKS Services, and you may be required to be logged in to the account and have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. DSTICKS does not sell Services to minors, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If You are under 18, You may purchase the DSTICKS Services only with involvement of a parent or guardian. DSTICKS reserves the right to refuse service, terminate accounts, terminate your rights to use DSTICKS Services, remove or edit content, or cancel orders in its sole discretion.
7. LICENSE AND ACCESS
7.1. Subject to your compliance with these Conditions of Use and any Service Terms, and your payment of any applicable fees, DSTICKS or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the DSTICKS Services. This license does not include any resale or commercial use of any DSTICKS Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any DSTICKS Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in this Agreement or any Service Terms are reserved and retained by DSTICKS or its licensors, suppliers, publishers, rightsholders, or other content providers. No DSTICKS Service, nor any part of any DSTICKS Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of DSTICKS. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of DSTICKS without express written consent. You may not use any meta tags or any other "hidden text" utilizing DSTICKS'S name or trademarks without the express written consent of DSTICKS. You may not misuse the DSTICKS Services. You may use the DSTICKS Services only as permitted by law. These licenses granted by DSTICKS terminate if you do not comply with this Agreement or any Service Terms.
8. ACCOUNT CHARGES AND BILLING
8.1. Payments made to DSTICKS are typically nonrefundable. However, DSTICKS reserves the right to issue refunds in its sole discretion if Client follows the guidelines outlined in section 7.2 for refund requests. If a payment is bounced, refused, canceled, or charged back for any reason, a $25 charge will be added to the Client's account and Client remains liable for entire account balance.
8.2. Payment refunds are issued in DSTICKS’s sole discretion. Any refund request must be made within thirty (30) days that payment was received by providing written request via email to the email address listed at the bottom of this page. The written request for payment refund must contain the following information:
8.2.1. Your name and contact information;
8.2.2. Date the payment was made;
8.2.3. Your account information;
8.2.4. Your method of payment; and
8.2.5. Your reasons for requesting a refund.
If DSTICKS, in its sole discretion, provides You a payment refund, the refund will be received through your original method of payment within forty-five (45) days of providing you notice that your refund request was granted.
8.3. Fees are payable upon purchase and valid payment must be made before DSTICKS will ship the Services to Client. If Client engages DSTICKS for a recurring or continuing Service, DSTICKS may require payment for the first billing cycle before beginning service. Past due balances accrue finance charges at the rate of 15% per month, or at the highest rate of interest permitted in Client’s applicable jurisdiction, until the balance is paid in full.
8.4. If the Order provides for credit/debit card billing, Client authorizes DSTICKS to bill subsequent fees to the credit/debit card 30 days prior or after the first day of each successive billing cycle during the Term of this Agreement; otherwise DSTICKS will invoice Client via electronic mail to the Client contact listed on the order. Payments must be made in United States dollars. Client is responsible for providing DSTICKS with changes to billing information (such as credit card expiration, change in billing address). Fees not disputed within thirty (30) days of from the due date are conclusively deemed accurate.
8.5. While an account is past due, client's access to their account may be disabled without notice. Past-due accounts are sent to a collections agent sixty (60) days past the invoice date. Client agrees to pay DSTICKS’S reasonable reinstatement fee of $50.00 following a suspension of Service for non-payment, and to pay DSTICKS’s reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs
8.6. Being the authorized cardholder or the Client, by continued use of this Website, You understand and agree to the terms set forth in this Agreement, agree to pay, and specifically authorize to charge Your credit card for the services provided. You further agree that in the event Your credit card becomes invalid, You must provide a new valid credit card to be charged for the payment of any outstanding balances owed.
9. FEE INCREASE
9.1. DSTICKS may increase its fees for its Services by giving notice to Client of the new fees at least sixty (60) days in advance, and if Client does not give a notice of cancellation as provided in Section 19 below, the Client shall be deemed to have accepted the new fee structure. Increases in fees and prices may also be indicated on the Website.
10. GUARANTEES, DISCLAIMERS OF WARRANTIES, AND LIMITATION OF LIABILITY
10.1. Should the Client, or anyone not affiliated with DSTICKS LLC, make any changes to the Project or to the server on which the Project resides, or upload any files to the server where the project resides, DSTICKS shall disclaim all responsibility for any problems with the appearance and functionality of the project, including typos, code errors, etc.
10.2. THE DSTICKS SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DSTICKS SERVICES ARE PROVIDED BY DSTICKS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DSTICKS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DSTICKS SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DSTICKS SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE DSTICKS SERVICES IS AT YOUR SOLE RISK.
10.3. TO THE FULL EXTENT PERMISSIBLE BY LAW, DSTICKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DSTICKS DOES NOT WARRANT THAT THE DSTICKS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DSTICKS SERVICES, DSTICKS'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM DSTICKS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, DSTICKS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY DSTICKS SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY DSTICKS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
11. PROJECT OWNERSHIP
11.1. DSTICKS may utilize code, images, or other products previously created or obtained by DSTICKS. Any such products are, and shall remain, the exclusive property of DSTICKS or its owners, although the Client shall have license to display and utilize such items solely on the Services that DSTICKS create for Client. DSTICKS LLC retains full ownership of products that it owns, and the exclusive right to copy, implement, distribute, modify, and sell them.
11.2. The Client guarantees that DSTICKS has full ownership or right to use any text, images, etc. that Client provides for the Project. DSTICKS is not responsible for any liability arising from the use of copyrighted or trademarked items on the Client's Services.
12.1 . If DSTICKS determines, in its sole discretion, that the Client's account in the website has been used in a manner which DSTICKS considers to be fraudulent or which might bring the reputation or standing of DSTICKS into disrepute either with the general public or with its other clients or potential clients of DSTICKS, or otherwise that the Client has engaged in activities which might be considered fraudulent, DSTICKS may but will not be obligated to do the following: (a) suspend or terminate the Client's membership or contract for use of the Website, without notice; and (b) release to any third party, information relating to the identity and location of the Client if required to do so in order to enforce the terms of this Agreement.
13. DMCA COPYRIGHT INFRINGEMENT TAKEDOWN NOTICE
13.1. DSTICKS will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA") and retains the right to remove user content on DSTICKS that it deems to be infringing the copyright of others. If You become aware of user content on DSTICKS that infringes Your copyright rights, You may submit a properly formatted DMCA request (see 17 U.S.C. § 512) to DSTICKS.
13.2. Misrepresentations of infringement can result in liability for monetary damages. You may want to consult an attorney before taking any action pursuant to the DMCA. Any DMCA request should be sent to this contact information:
13.3. Copyright Agent
13.3.1. Taylor Law Offices, PLLC
1112 W. Main St. Ste. 101
Boise, ID 83702
13.4. Please send our Copyright Agent the following information:
13.4.1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
13.4.2. Identification of the copyrighted work claimed to have been infringed, or a representative list of such works;
13.4.3. The URL or Internet location of the materials claimed to be infringing or to be the subject of infringing activity, or information reasonably sufficient to permit us to locate the material;
13.4.4. Your name, address, telephone number and email address;
13.4.5. A statement by You that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law; and
13.4.6. A statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or are authorized to act on the copyright owner's behalf.
13.5. If DSTICKS removes your user content in response to a copyright or trademark notice, it will notify you via DSTICKS’s email system and offer to provide You with a copy of the notice. If You believe Your user content was wrongly removed due to a mistake or misidentification of the material, You can file a counter-notice with us that includes the required information under 17 U.S.C. § 512(g)(3).
13.6. Upon receiving a counter-notice, DSTICKS will forward it to the complaining party and tell them we will restore your content within ten (10) business days. If that party does not notify DSTICKS that they have filed an action to enjoin your use of that content on DSTICKS Website or Project before that period passes, DSTICKS will consider restoring Your user content to the Website.
13.7. It is DSTICKS’s policy to close the accounts of users we identify as repeat infringers. DSTICKS applies this policy at its discretion and in appropriate circumstances, such as when a user has repeatedly been charged with infringing the copyrights or other intellectual property rights of others.
14. THIRD PARTY RELATIONSHIPS
14.1. DSTICKS does not guarantee Client server accessibility with its hosted outgoing (SMTP) mail server; which could be denied access due to Client's internet service provider, anti-virus software, or computer settings may block usage of this server. In such cases, DSTICKS suggests using the ISP's outgoing mail server.
14.2. DSTICKS’ hosting accounts include third-party software, such as webmail and message board programs. Such software is developed and supported by third-parties independent of DSTICKS LLC, and makes no guarantees about the functionality or reliability of such software. DSTICKS does not provide free tech support for such software.
15. COVENANTS, REPRESENTATIONS AND WARRANTIES
15.1. The Client represents and warrants to DSTICKS that:
15.1.1. It is at least 18 years of age and it has the authority and capacity to enter into and to be bound by this Agreement;
15.1.2. None of the Client's information contains false or deceptive material; and
15.1.3. It is not now a party to any agreement or business relationship which may conflict with this Agreement.
15.2. The Client covenants and agrees that:
15.2.1. It will, at all times, comply with all laws applicable in the jurisdiction where the Client is situated or where the Client directly or indirectly conducts its business;
15.2.2. It will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of DSTICKS, conflict with this Agreement;
15.2.3. It will, at all times, comply with the terms of this Agreement, and the DSTICKS Policies, as updated, amended and replaced by DSTICKS, from time to time, in its sole discretion;
15.2.4. It will not, without the express written consent of DSTICKS, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
15.2.5. It will at all times comply with the terms and conditions of any agreement in which the Client elects to participate; and
15.2.6. It will, at all times and from time to time provide DSTICKS with written confirmation of a valid physical address, telephone number, electronic mail address and such other identifying or financial information as DSTICKS may reasonably require.
16.1. The Client covenants and agrees to indemnify and save harmless DSTICKS and their respective directors, officers, employees, and affiliates (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement or the exercise by the Client of any right under this Agreement or any act or omission of the Client, or anyone for whom the Client is in law responsible, including without limitation any damages, losses, special, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Client or any person for whom the Client is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Client to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement.
16.2. Client has the responsibility and obligation of immediately notifying DSTICKS of any potential lawsuit, actual lawsuit, violation of law, legality issues or any violation of code which would impact DSTICKS or another Client in any way within five (5) business days or the non-disclosing party takes 100% liability and obligation for any and all damages, costs, attorney fees and any other such liability regardless of any liability on DSTICKS’s part.
17. DISCLOSURE OF INFORMATION
17.1. DSTICKS, may, from time-to-time, disclose to the Client certain information relating to DSTICKS's business; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of DSTICKS (all collectively referred to as the "Confidential Information"). The Client acknowledges that Confidential Information will be provided at the sole discretion of DSTICKS, and nothing in this Agreement obligates DSTICKS, its directors, agents or employees to disclose or grant to the Client access to any Confidential Information.
17.2. Unless expressly authorized in writing by DSTICKS, the Client covenants and agrees:
17.2.1. The Client acknowledges that DSTICKS remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Client agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of DSTICKS.
17.3. The Client acknowledges and agrees that:
17.3.1. The provisions of this Section 16 and the Client's agreement with the same are of the essence and constitute a material inducement of DSTICKS to enter into this Agreement with Client;
17.3.2. The provisions of this Section 16 shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Client may have against DSTICKS, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by DSTICKS of the provisions of this Section 16;
17.3.3. That any breach of this Section 16 would cause irreparable harm to DSTICKS for which damages might not be an adequate remedy, and the Client therefore agrees that in the event of any such breach, DSTICKS will be entitled to seek, in addition to any other right accruing to DSTICKS under this Agreement or otherwise in law or equity, injunctive relief against the Client without the necessity of proving actual damages; and
17.3.4. Notwithstanding any other provision of this Agreement, this Section 16 shall survive the termination of this Agreement, however caused.
17.3.5. The Client agrees to indemnify and save harmless DSTICKS against any and all loss, costs or expenses, inclusive of court costs and legal/attorney fees, which DSTICKS may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Client or any person for whom the Client is responsible, in law.
18. DISCLAIMER AND LIMITATION OF LIABILITY FOR PRODUCTS AND DAMAGES
18.1. DSTICKS DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF PROFITABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT). SPECIFICALLY, DSTICKS ONLY SELLS PRODUCTS OF OTHER THIRD-PARTY COMPANIES AND DOES NOT SELL ANY PRODUCTS MANUFACTURED OR MADE BY DSTICKS, AND THUS DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF PROFITABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) RELATING TO THOSE PRODUCTS, AND THEIR USE, FITNESS, PURPOSE, OR USE. ANY AND ALL CLAIMS RELATING TO THE PRODUCTS THEMSELVES MUST BE DIRECTED TO THE UNDERLYING PARTY RESPONSIBLE FOR THE PRODUCT.
18.2. DSTICKS DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW. ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
18.3. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DSTICKS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF DSTICKS AND THOSE FOR WHOM IT IS IN LAW RESPONSIBLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF DSTICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
18.4. In no circumstance will DSTICKS be liable to the Client for any consequential, indirect, special, punitive or incidental damages or lost profits of the Client or the Client's successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, DSTICKS will not be liable for any failure or delay resulting from any governmental action, fire, flood, material shortage, transportation interruption of any kind, defects, product defects of any kind, work slowdown, actions or inaction of Client or third-parties, Client's equipment or software and/or any third-party equipment or any other condition affecting production or delivery OF the Services in any manner beyond the control of DSTICKS.
18.5. Client has the responsibility and obligation of immediately notifying DSTICKS of any potential lawsuit, actual lawsuit, violation of law, legality issues or any violation of code which would impact DSTICKS or another Client in any way within five (5) business days or the non-disclosing party takes 100% liability and obligation for any and all damages, costs, attorney fees and any other such liability regardless of any liability on DSTICKS’s part.
19.1. The service term of the Agreement shall begin on the date that Client first accesses or uses the Website or purchases Services, whichever is earlier (the "Service Commencement Date"). This term automatically renews each time Client uses the Website or purchases Services, unless terminated in accordance with the following section.
20.1. Client agrees that DSTICKS may suspend services to Client without notice and without liability if: (i) DSTICKS reasonably believes that the services are being used in violation of the AUP; (ii) Client fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) DSTICKS reasonably believes that the suspension of service is necessary to protect its network or its other Clients, or (iv) as requested by a law enforcement or regulatory agency.
20.1.1. Client shall pay DSTICKS’s reasonable reinstatement fee of $50.00 if service is reinstituted following a suspension of service under this subsection.
20.2. This Agreement may be terminated by DSTICKS prior to the expiration of the initial term or any renewal term without further notice and without liability as follows:
20.2.1. Upon ten (10) days’ notice if Client is overdue on the payment of any amount due under the Agreement;
20.2.2. Client violates any other provision of the Agreement, including the AUP, and fails to cure the violation within fourteen (14) days of a written notice from DSTICKS describing the violation in reasonable detail;
20.2.3. Upon one (1) days’ notice if Client's Service is used in violation of a material term of the AUP more than once, or
20.2.4. Upon one (1) days’ notice if Client violates Section 9 of this Agreement.
21.1. The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the state of Idaho, excluding its conflict of law rules. The Client agrees to the exclusive jurisdiction of the courts of Idaho, county of Ada, with respect to any dispute arising as a direct or indirect consequence of this Agreement.
21.2. From time to time, DSTICKS may amend, supplement or replace this Agreement or the DSTICKS Policies in part or in whole, with no Notice to the Client. If the Client has not terminated this Agreement, the Client will be deemed to have consented to the same.
21.3. Any notice or other communication ("Notice") permitted or required by this Agreement by DSTICKS will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address on file for the Client or the physical or electronic mail of the upper management of DSTICKS. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or delivered or received by physical mail.
21.4. No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by the non-breaching party.
21.5. In the event that any term, covenant, provision or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, then this Agreement with respect to the remaining terms, covenants, provisions, or conditions will continue in force and effect and the indefinite, invalid, illegal or unenforceable term shall be rewritten as closely as possible while still being enforceable, if possible, if not, then it shall be struck.
21.6. This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of DSTICKS and the Client.
21.7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written. It serves as an amendment to any other written, and only written, agreement between the parties.
If you have questions about these Terms and Conditions or the practices of this site, please contact:
DSTICKS at (208) 230-0760
or via email: firstname.lastname@example.org
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DSTICKS RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME. ALL CHANGES WILL BE POSTED TO THIS PAGE.
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