Terms of Service and License Agreement

Welcome to dspworkplace.com, the website and online service of DSP Logistics, LLC (“dspworkplace,” or “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the “Software”). Our website is located at https://dspworkplace.com (the “Site”).

This Terms of Service and License Agreement (the “Agreement”) governs your use of and access to the Software. Such use and access is also governed by the Privacy Policy. The most current version of the Privacy Policy is accessible at https://dspworkplace.com/privacy and the most current version of the Terms of Service and License are available at https://dspworkplace.com/terms.

In this Agreement, we use the terms “you,” “your,” and the like to refer to any user, regardless of whether you use the Software as an individual or an organization. For organizations, these terms also encompass any individuals who utilize the Software including, without exclusion, your employees.

BY CLICKING “I ACCEPT,” YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR THE PRIVACY POLICY, YOU MAY NOT ACCESS THE SOFTWARE.

NOTWITHSTANDING THE FOREGOING, YOUR USE OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THE AGREEMENT AND THE PRIVACY POLICY.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Access to Software

1.1 Eligibility. Any use or access to the Software by anyone under 13 is strictly prohibited and in violation of this Agreement. Any use of or access to the Software by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. The Software is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Software in connection with any minors. The Software is not available to any users previously removed from the Software by dspworkplace.

 

The Software is designed for use by employers, employees and individuals in the United States, except for those other countries expressly supported for the on-boarding function as reflected in the Software. Other than for expressly supported international on-boarding, you are not authorized to use the other features of the Software for employees not located in the United States.

1.2 License. Subject to and conditioned upon your payment of all fees due to dspworkplace, and your strict compliance with all terms and conditions set forth in this Agreement and the Privacy Policy, dspworkplace hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Software available to you based on your membership and/or subscription in accordance with this Agreement and any other terms, conditions, rules or other restrictions communicated to you by dspworkplace now or in the future. By agreeing to grant such access, dspworkplace does not obligate itself to maintain the Software in its present form. dspworkplace may upgrade, modify, change or enhance the Software at any time in dspworkplace’s sole discretion.

1.3 dspworkplace Accounts. Your dspworkplace account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. By connecting to dspworkplace with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

 

You may control your user profile and how you interact with the Software by changing the settings on your Profile Settings page. By providing dspworkplace with your email address and/or mobile number, you consent to our using the email address and/or mobile number to send you Software-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and/or mobile number to send you other messages, such as changes to features of the Software and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Profile Settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 Your Obligations. You agree to abide by any rules that dspworkplace publishes with respect to use of the Software and any other current or future rules and regulations communicated to you either by posting such rules or regulations to dspworkplace’s website, providing notice to you via the Software, or delivering them to you by e-mail. Any such rules or regulations are incorporated into this Agreement. dspworkplace reserves the right to deny you access to the Software if, in dspworkplace’s sole discretion, you have failed to abide by this Agreement and/or the Privacy Policy. You further agree you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise.

1.5 Security. You shall not transfer or share your access or any login information, to or with any third-party. You are solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Software with your password. You agree to accept responsibility for all activities that occur under your account or password. dspworkplace and its affiliates, reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or subscriptions in its sole discretion.

1.6 Compatibility; Equipment. You are solely responsible for providing, maintaining, and ensuring compatibility with the Software including all hardware, software, electrical, and other physical requirements for your use of the Software, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, programs, and similar services, and for promptly installing any and all updates, bug fixes, patches, or other error corrections provided by third-parties for the foregoing, or provided by dspworkplace for the Software.

1.7 Authorization and Ownership. You represent and warrant that any information, data, documents, or any other content (“User Content”) that you upload or otherwise provide in connection with the Software is either owned by you, or that you have the legal right to upload or provide such User Content. You agree to indemnify, hold harmless, and defend dspworkplace and its affiliates from and against any action, cause, claim, damage, demand, liability, or loss, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to a claim that your upload or provision of User Content infringes or violates the rights of any third-party.

1.8 Accurate Information. You represent and warrant that all information and documents provided by you are accurate, truthful, and authentic.

1.9 Suspension. dspworkplace may suspend your access to the Software at any time if, in our opinion, this is reasonably necessary to preserve the security and proper operation of the Software, if you have failed to comply with any of the terms of this Agreement, or if any information or documents provided by you are false, misleading, or deceptive.

1.10 Information Sharing. By creating an account, you authorize dspworkplace to share your information with third-parties in order to provide you with relevant information regarding your company, your use of the Software, and to assist dspworkplace in improving the Software.

1.11 Required Information. Certain aspects of the Software may require you to provide additional information to take full advantage of the services. For example, information regarding geographic location, financial information, and association with third-parties (e.g., Amazon). You acknowledge and agree that your use of the Software may be limited if you choose not to provide certain types of information or documentation requested as part of the Software.

2. Fees and Payment

2.1 Fees. Unless expressly stated otherwise, your use of the Software will be subject to the pricing terms available at https://dspworkplace.com/pricing (the “Fees”). We may offer different types of subscriptions or access levels with different pricing formats and fees. You agree to pay all costs and fees for any Software purchased or requested. All associated fees and fee waivers are subject to change at dspworkplace’s sole discretion by providing notice to you at the e-mail address associated with your account. Any changes to Fees shall take effect thirty (30) days following the Effective Date of the revisions, unless a later date is provided for by dspworkplace.

2.2 Free Trials. If dspworkplace chooses to offer, and if you have signed up for, a free plan or trial, any upgrade to a paying plan will end your free trial. You will be billed for your first month immediately upon upgrading. For any upgrade or downgrade in plan level, your credit card that you provided will be charged a prorated amount and then automatically be charged the new rate on your next billing cycle.

 

Downgrading your Software may cause the loss of content, User Content, features, or capacity of your account. We do not accept any liability for such loss.

2.3 Free Trials. For subscriptions based on monthly or annual periods, such subscriptions will automatically renew either on a month-to-month or year-to-year basis, depending on the type of subscription offered by us and selected by you. If you wish to cancel your subscription before it is renewed, you must do so through the online account cancellation feature available at https://app.dspworkplace.com/edit-profile before the Renewal Date, as defined below.

2.4 Automatic Payments. All fees are charged automatically each subsequent month or year on the same purchase date (the “Renewal Date”). In the event the Renewal Date falls on a date which does not exist in a particular month (i.e., the 31st), the fee will be charged on the last calendar day of such month (i.e., the 30th, 29th, or 28th, as the case may be).

2.5 Method of Payment Required. dspworkplace may require that you provide a method of payment as part of the registration process, which may include credit card, or other methods of payment identified by dspworkplace during the registration process. By providing any method of payment, you represent and warrant that you are authorized to use such method of payment and that you will be billed the amount of money for your purchase. Prior to the purchase of access to Software, you must provide us with a valid method of payment and any associated payment information necessary to process such purchase, which may include any or all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; (v) any activation numbers or codes needed to charge your card; and (vi) any other information which may be reasonably requested to assist in the processing of your payment. You are solely responsible for all transaction fees, processing, fees, miner fees, or any other fees associated with your method of payment (“Transaction Fees”). dspworkplace shall have the right to add Transaction Fees to any purchase price. You further agree to ensure your chosen method of payment remains valid and is sufficient to cover any ongoing, recurring, of future purchases. dspworkplace reserves the right to reverse any purchase, cancel any membership, and void this Agreement if your method of payment is insufficient and you fail to provide an alternative method of payment.

2.6 No Refunds. There are no refunds available for your purchase of access to the Software.

2.7 Disputed Payments. If you dispute any payment made hereunder, you must notify us in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify dspworkplace shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by dspworkplace. No other measurements or statistics of any kind shall be accepted by dspworkplace or have any effect under this Agreement and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.

2.8 Suspension. If dspworkplace is unable to charge you for any applicable Fees based upon the provided method of payment, dspworkplace may suspend your access to all or any portion of the Software until all outstanding fees are paid in full.

2.9 Third-Party Fees and Charges. The Fees due under this Agreement do not include any third-party charges or fees. You acknowledge and agree that you are solely responsible for reviewing the policies of any third-parties. You further acknowledge and agree that you are responsible for all taxes, governmental fees or charges, or third-party charges associated with your use of the Software.

3. Prohibited Use of Software and Site

You acknowledge and agree that you will not and cannot:

 

  1. Make any commercial use of the Site or Software or its contents, descriptions, materials, or information comprising or related to the Site or Software other than for your own internal business purposes;
  2. Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit the Site or Software or its contents, descriptions, materials, or information for any purpose without the express written consent of dspworkplace;
  3. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from dspworkplace, from the Site or Software;
  4. Use the Site or Software in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of dspworkplace; or
  5. Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Site or Software to intentionally or unintentionally violate any local, state, federal, or other law;
  6. Use any manual process to monitor or copy any material form the Site or Software for any other purpose not expressly authorized in this Agreement or without dspworkplace’s prior written consent;
  7. Conduct any systematic or automated data collection activities on or in relation to the Site or Software without dspworkplace’s express written consent. This includes use of robots, spiders, scraping, crawling, data mining, data extraction, data harvesting, ‘framing’ (iframes), article ‘Spinning,’ and any similar data collection, monitoring, or copying activity;
  8. Engage in any other activity deemed by dspworkplace, in dspworkplace’s sole discretion, to be in conflict with the spirit or intent of this Agreement or the Privacy Policy; and
  9. Use the Site or Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems.

4. Revisions

You agree that dspworkplace may revise the Agreement, the Polices and any rules, guidelines, or other agreements related to the Software from time to time, at dspworkplace’s sole discretion. Such revisions shall become effective upon posting on any Site or providing a copy of the revised Agreement to you via the e-mail listed for your account (the “Effective Date”). You acknowledge that it is your responsibility to review such e-mails or postings to review any revisions to the Agreement. Any changes to Fees shall take effect thirty (30) days following the Effective Date of the revisions, unless a later date is provided for by dspworkplace. Any changes to other fees or costs shall take immediate effect. You agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, or any other revision, you may no longer access the Software.

5. Ownership of Intellectual Property; Alleged Copyright Infringement

5.1 Copyright Protected Works. All content contained on this Software including, but not limited to, text, audio, video, photos, and other content is exclusively owned by dspworkplace. You agree that you will not directly or indirectly copy, reproduce, modify, alter, create derivative works from, distribute, or publicly display any content from the Software without the prior express written permission of dspworkplace and any third party where applicable.

5.2 Trademarks. The trademarks, service marks, company names, logos, and related names and marks (the “Trademarks”) used and displayed with the Software are owned by dspworkplace. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks without the express written permission of dspworkplace.

5.3 No Transfer. Except for the limited license identified in Section 1, you acknowledge that nothing contained in this Agreement shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property.

5.4 Digital Millennium Copyright Act (“DMCA”) Notice of Claimed Infringement. dspworkplace respects the intellectual property rights of others and it is our policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to dspworkplace Designated Agent at [email protected], and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit dspworkplace administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

5.5 DMCA Counter-Notice. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to dspworkplace’s Designated Agent at [email protected] with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address and telephone number, and a statement that you consent to jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.

6. Third-Party and Open Source Software

The Software may include software, content, data, or other materials, including related documentation, that are owned by persons other than dspworkplace and that are provided to you on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). For example, dspworkplace relies on Twilio to support its communication services. You are bound by and shall comply with all Third-Party Licenses including, without exclusion, Twilio’s Terms and Conditions available at https://www.twilio.com/legal/tos. Any breach by you of any Third-Party License is also a breach of this Agreement.

7. Collection and Use of Data

You acknowledge that dspworkplace may, directly or indirectly through the services of third parties, collect and store information regarding your use of the Software, and about equipment on which the Software is installed or through which it otherwise is accessed and used. Collected data may be used for any purpose including, but not limited to, improving the performance of the Software, verifying your compliance with the Agreement, and dspworkplace’s enforcement of its intellectual property rights. You acknowledge and agree that we have the right to gather, store, and use such data, and that we shall be the sole and exclusive owner of such data.

8. Text Messaging

8.1 Consent to Add Employees. dspworkplace makes it easy for you to add employees to your dspworkplace account so that you can manage your schedule and exchange messages with each other. YOU REPRESENT AND WARRANT TO US THAT EACH PERSON YOU ADD TO YOUR DSPWORKPLACE ACCOUNT HAS CONSENTED TO BE ADDED TO THE ACCOUNT AND TO RECEIVE ADMINISTRATIVE MESSAGES FROM DSPWORKPLACE AND TEXT MESSAGES FROM YOU AND ANYONE ELSE ASSOCIATED WITH THE ACCOUNT.

8.2 Compliance with Laws. You represent and warrant that all communications you cause to be sent through the Software shall at all times comply with all applicable state and federal laws and regulations, including, but not limited to, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, and all other laws and regulations concerning privacy, telemarketing, and the sending of SMS text messages.

8.3 Consent to Receive Periodic Messages from dspworkplace. As part of the Software, dspworkplace sometimes causes administrative messages to be sent to users, including both employers and employees. For example, upon adding a new employee to an employer’s dspworkplace account, the new employee will receive a welcome message, instructions on how to register for the Software, and a link with more information about the Software. dspworkplace may send other administrative messages as well. BY SIGNING UP FOR dspworkplace, YOU AGREE TO RECEIVE TEXT MESSAGES FROM US.

8.4 Stopping Text Messages. To permanently cease receiving text messages from dspworkplace, reply STOP to any dspworkplace message. You can also adjust your settings through the Software. If you stop receiving text messages, we will alert your employer who may need to contact you another way.

8.5 Text Messaging Fees. You may sign up to receive certain dspworkplace notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Please be aware that texting charges can fluctuate internationally. Text messaging rates can normally be found by asking your service provider.

9. Privacy

We care about your privacy and the privacy of other users. You understand that by using the Software you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, located at https://dspworkplace.com/privacy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

 

Where you are a company, organization or other similar entity, to the extent that we process any personal data on your behalf and (i) that personal data relates to individuals located in the EEA; or (ii) you are established in the EEA, you agree that we do so as a data processor only, and the parties agree to comply with the provisions of the Data Processing Addendum.

10. Disclaimers

10.1 Availability of Software. You agree that from time to time the Software may be inaccessible or inoperable in whole or in part for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which dspworkplace may undertake from time to time; or (iii) causes beyond the control of dspworkplace or which are not reasonably foreseeable.

10.2 No Responsibility for Third-Party Services. dspworkplace’s Software is provided for the limited purpose of assisting you in coordinating and managing your own “last mile” delivery business. dspworkplace is not responsible for the acts or omissions of third-parties. dspworkplace may relay information provided by third-parties such as Amazon, Google, or other third-parties, but cannot guarantee such information is accurate and/or will not change.

10.3 Accuracy of Information. You acknowledge and agree that dspworkplace is not responsible for any errors, inaccuracies, acts, or omissions of third-parties. You acknowledge and agree that you are solely responsible for (a) ensuring you have all the required documentation and information necessary to satisfy any obligations owed to third-parties; and (b) for reviewing information from third-parties, such as determining delivery locations, coordinating schedules, and ensuring correct information is entered into the Software.

10.4 Compliance with Legal Obligations. You acknowledge and agree that you are solely responsible for ensuring that you are in compliance with all applicable local, state, federal, and other laws, statutes, rules, and regulations including, without limitation safety, employment, transportation, and other legal obligations. You are solely responsible for seeking independent professional advice who is licensed and/or qualified in the applicable area.

10.5 Security. dspworkplace utilizes physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

10.6 INFORMATION PROVIDED AS PART OF THE SOFTWARE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. DSPWORKPLACE DOES NOT PROVIDE LEGAL, FINANCIAL, OR MEDICAL ADVICE. YOUR RELIANCE ON ANY INFORMATION IN THE SOFTWARE OR OTHERWISE PROVIDED BY DSPWORKPLACE OR ITS AFFILIATES IS SOLELY AT YOUR OWN RISK.

10.7 DSPWORKPLACE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. DSPWORKPLACE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE, OR THE INFORMATION, CONTENT, OR MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. DSPWORKPLACE DOES NOT WARRANT THAT THE SOFTWARE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DSPWORKPLACE, NOR ANY OF ITS AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, DSPWORKPLACE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 (TEN THOUSAND DOLLARS) OR THE AMOUNT PAID BY YOU TO DSPWORKPLACE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

12. Indemnification

You hereby agree to indemnify, defend, and hold harmless dspworkplace and its respective affiliates, employees, agents, representatives, successors, and assigns from any and all liability, obligation, loss, damage, injury, penalty, action, judgment, suit, claim, cost, expense or disbursement of any kind and nature which may be imposed on, incurred by or served against dspworkplace by any person or entity relating to, arising out of, or in connection with this Agreement or any other policy, agreement, or action related to the Software.

13. Termination

13.1 Term. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. The Agreement shall automatically terminate if you delete your account in accordance with Section 9.2.

13.2 Termination by You. You are solely responsible for cancelling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking the “Account & Billing” link from the profile picture menu located in the navigation bar at the top right of the screen. Once you cancel your account or the Software, you will no longer have any access to your User Content or other account information.

 

User Content may be retained after cancellation unless and until we receive a deletion request. We may not be able to delete all information that has been shared with other users. If you are an employer and wish to cancel your company account, we may retain the User Content of employees or other users associated with your company account so that such users may continue to use the Software and maintain access to that User Content.

 

If you cancel the Software before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

13.3 Termination or Suspension by dspworkplace. dspworkplace may terminate this Agreement and/or suspend your access to the Software (a) for any reason whatsoever by providing you with sixty (60) days’ notice to the e-mail address on file with your account; (b) upon any breach of this Agreement; (c) your failure to timely submit any required payment; or (d) if you take any actions or make any statements that dspworkplace deems, in its sole discretion, to be threatening, dangerous, inappropriate, or otherwise pose any harm or risk to dspworkplace, the Software, or any third-parties, including other users of the Software.

14. User Submissions

If you submit information or content to dspworkplace, with or without a request from us, including, without exclusion, comments, content, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that dspworkplace may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. dspworkplace is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

15. Miscellaneous

15.1 Waiver; Severability. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.

15.2 Law; Forum. This Agreement shall be governed and construed by the laws of the State of Wisconsin without reference to its conflicts of laws principles. If you access the Software from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Ramsey County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts located in Ramsey County, Minnesota.

15.3 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between you and dspworkplace and supersedes any and all prior or communications, representations, statements and understandings, whether oral or written, between you and dspworkplace.

15.4 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by dspworkplace without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

16. Arbitration and Class Action/Jury Trial Waiver

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM dspworkplace.

16.1 Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM dspworkplace.

 

For any dispute with dspworkplace, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that dspworkplace has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Ramsey County, Minnesota, unless you and dspworkplace agree otherwise. If you are using the Software for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Software for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing dspworkplace from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

16.2 Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SOFTWARE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND DSPWORKPLACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17. Relationship with App Stores

17.1 App Store by Apple. The following applies to any Software you acquire from the App Store (“App Store-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and dspworkplace, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to dspworkplace as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to dspworkplace as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, dspworkplace, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and dspworkplace acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.

17.2 Google Play Store. The following applies to any mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and dspworkplace only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) dspworkplace, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to dspworkplace’s Google-Sourced Software.

18. California Residents

The provider of services is dspworkplace, Inc., 5385 Freitag Dr., Menomonie, WI 54751. We can be reached at 763-294-9918. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

19. Questions or Comments

Should you have any questions or comments regarding this Agreement, please contact us at [email protected]. While we do not undertake any responsibility to respond to such inquiries or comments, we hope to respond promptly to any comments or concerns