Dealstitch | Terms of Service

Terms of Service

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Date Updated: October 12, 2024

These Terms of Service ("Terms") are entered into between Dealstitch LLC ("Dealstitch") and the Customer. These Terms govern the Services to be provided by Dealstitch to Customer and are intended to be read in conjunction with a Master Services Agreement ("MSA")entered into between Dealstitch and the Customer. Services shall be further detailed in one or more mutually agreed upon orders, statements of work, or similar documents incorporating these Terms by reference (each an "Order Form"). The MSA, these Terms, and each Order Form are collectively referred to as this "Agreement". In the event of a conflict between these documents, the following order of precedence will apply: MSA, these Terms, and then the Order Form, unless the conflicting term in any of the documents expressly states otherwise.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealstitch and Customer agree as follows:

1. Definitions.

1.1. “Customer Account” means Customer’s account on the Dealstitch Platform through which Users may access and use the Services.
1.2. “Customer Data” means the data and content provided by Customer to Dealstitch in the course of Customer’s access to and use of the Services.
1.3. “Documentation” means the specifications and functional requirements published by Dealstitch for the Services and provided to Customer in either electronic, online help files or hard copy format, but specifically excluding any marketing, promotional, and similar materials.
1.4. “User” means the Customer's officers, employees, or other designated individuals who are authorized by Customer to access and use the Services.
1.5. “Intellectual Property Rights” means any and all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and other proprietary rights, whether registered or unregistered.
1.6. “Dealstitch Platform” means Dealstitch’s proprietary online platform through which Dealstitch provides the Services.
1.7. “Service Fees” means the fees for the Services set forth in the Order Form.
1.8. “Services” means those services ordered by Customer pursuant to an Order Form which may be accessed through the Dealstitch Platform.

2. Services.

2.1. Delivery of the Services. Subject to the terms and conditions of this Agreement, Dealstitch shall deliver the Services pursuant to this Agreement during the applicable Service Term (defined below). The Services are made available through the Internet. Customer and its Users are solely responsible for acquiring, installing and maintaining all connectivity equipment, Internet and network connections, hardware, software and other equipment necessary to access the Dealstitch Platform and use the Services.
2.2. Access by Users; Customer Account. User IDs may be created either by Users or provided by Dealstitch on behalf of Customer. In either scenario, a unique user identification name and password (“User ID”) will be required to access the Dealstitch Platform, the Services, and Customer’s Account. Customer is solely responsible for ensuring the security and confidentiality of User IDs used to access Customer’s Account. User IDs are to be used exclusively by the specific User to whom the User ID is assigned and may not be shared with any other person. Customer shall use its best efforts to prevent unauthorized access to, or use of, the Dealstitch Platform and Services through its Customer Account and shall promptly notify Dealstitch of any such unauthorized use. Customer is solely responsible for all activity conducted in connection with the Customer Account.
2.3. Support. Dealstitch will provide Customer with Dealstitch’s standard support services relating to the Dealstitch Platform and the Services. If Customer wishes to obtain additional support, such services and any additional fees shall be mutually agreed upon in writing.

3. Proprietary Rights and Restrictions on Use.

3.1. Ownership. The Dealstitch Platform, the Services (including any updates or enhancements thereto), the look and feel and layout of the Dealstitch Platform and any reports or deliverables generated in connection with the Services, and all worldwide Intellectual Property Rights therein, are the exclusive property of Dealstitch and its licensors. All rights in and to the Dealstitch Platform and the Services not expressly granted to Customer in this Agreement are reserved by Dealstitch.
3.2. Restrictions. Except as expressly permitted in this Agreement or as otherwise authorized by Dealstitch in writing, Customer will not, and will not permit any User to (a) modify, adapt, alter, translate, or create derivative works from the Dealstitch Platform or the Services; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Services or access to the Dealstitch Platform to any third party, (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services or the Dealstitch Platform in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (d) interfere in any manner with the operation of the Services or the Dealstitch Platform; (e) remove, alter, or obscure any proprietary notices (including copyright notices) of Dealstitch or its licensors displayed in connection with the Services or on the Dealstitch Platform; (f) engage in any automated use of the system, such as scraping, spidering, or using data mining, robots, or similar data gathering and extraction tools; or (g) otherwise use the Services or the Dealstitch Platform except as expressly allowed under this Agreement.
3.3. Customer Data and Derived Information. Customer grants Dealstitch a limited, non-exclusive, non-transferable right to access and use Customer Data solely for fulfilling Dealstitch's contractual obligations under this Agreement. Additionally, Dealstitch is granted the right to use provided company website URLs to fetch and compile non-confidential, public data for generating company profiles, which may be incorporated into a shared database accessible to other Dealstitch customers. Customer maintains all ownership and rights to Customer Data. Dealstitch can collect and analyze non-identifiable data related to the usage and performance of its platform, both during and post the term of this Agreement. This data may be used to: (a) Enhance and develop Dealstitch's Services, and (b) Be disclosed in an aggregated, anonymized form for business purposes.
3.4. Trademarks. Customer grants Dealstitch a limited right to use its Trademarks solely for fulfilling its obligations under this Agreement, in compliance with any guidelines provided by Customer. All rights, title, and interest in the Trademarks remain with the Customer. All goodwill generated through Dealstitch's use of the Trademarks will benefit the Customer. Any rights not explicitly granted to Dealstitch are reserved by the Customer.

4. Fees and Payment.

4.1. Services Fees; Payment. Customer agrees to pay Dealstitch the Service Fees as specified in the Order Form. Exceeding usage limits will result in additional Service Fees, which Customer agrees to pay. Dealstitch may adjust Service Fees or introduce new charges, effective at the end of the Initial Service Term or any subsequent renewal term, given sixty (60) days' notice. Billing discrepancies must be reported prior to the bill's due date for potential adjustment; only the undisputed amount should be paid on time. All fees are non-refundable unless explicitly stated in this Agreement.
4.2. Account Information. Customer must furnish accurate billing information. Dealstitch may terminate Services for false or fraudulent information without prejudice to other remedies. Dealstitch is not liable for any charges incurred due to billing (e.g., overdraft, credit limit breaches).
4.3. Delinquent Accounts. Unpaid balances accrue a monthly finance charge of 1.5%, or the maximum legal rate, compounded. Non-payment may result in service termination and will incur collection expenses. Customer is liable for all applicable taxes, except those based on Dealstitch’s net income.
4.4. Purchase Orders. For Customers requiring purchase orders, the PO number must be provided at purchase. Any terms on Customer's purchase order are null and void in relation to this Agreement.

5. Service Levels and Customer Warranty.

5.1. By Dealstitch. Dealstitch will exert reasonable efforts, aligned with industry standards, to maintain a reliable and minimally error-prone platform and services. Temporary service unavailability due to Scheduled or Emergency Maintenance is to be expected. Whenever feasible, advance notice of any planned service disruption will be provided. In case of unplanned service unavailability that excludes Scheduled Maintenance, the exclusive remedy will be detailed in a separate Service Level Agreement (SLA) or as otherwise mutually agreed upon between the parties.
5.2. By Customer. Customer affirms it possesses all necessary rights for (a) licensing Customer Data as outlined in this Agreement, (b) ensuring its Service usage does not infringe any Intellectual Property Rights, privacy, or publicity rights, and (c) full compliance with all relevant laws, rules, and regulations.
5.3. Disclaimer. EACH PARTY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DEALSTITCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

6. Confidentiality.

6.1. Definition. “Confidential Information” means the terms and conditions of this Agreement and all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked or identified as confidential or which the receiving party knew or reasonably should have known, under the circumstances, was confidential.
6.2. Protection. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees, agents, or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
6.3. Exceptions. The Receiving Party’s obligations under Section 6.2 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
6.4. Return of Information. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or upon the expiration or termination of this Agreement, other than any such information that Dealstitch is required by law to retain. Upon the request of the Disclosing Party, the Receiving Party will certify in a writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 6.4.
6.5. Publicity and Public Evaluation. Customer shall not, without Dealstitch’s prior written consent, publish or disclose to any third party an evaluation of the Services. Dealstitch may, without Customer’s prior consent, display Customer’s name and/or logo on any list of its customers.
6.6. Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section 6 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 6 by the other party or any of its employees or agents.

7. Term and Termination.

7.1. Term. Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the applicable Order Form (the “Service Term”).
7.2. Termination. In addition to any other remedies it may have, either party may terminate this Agreement by written notice in the event the other party is in material breach of any obligation under this Agreement and fails to cure such breach within thirty (30) days following its receipt of written notice thereof. In addition, Dealstitch may also terminate the Agreement immediately upon written notice in the event(a) Customer fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from Dealstitch that payment is past due, or (b) Customer breaches any provision in either Section 3.2 or Section 5.2.
7.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason, any amounts owed to Dealstitch under this Agreement before such termination or expiration will be immediately due and payable, all rights granted by Dealstitch to Customer in this Agreement will immediately cease to exist and Customer must discontinue all use of the Services and return to Dealstitch or destroy all copies of Dealstitch’s Confidential Information in Customer’s possession or control. In the event Dealstitch terminates this Agreement for Customer’s uncured breach of this Agreement, Customer shall be responsible and liable for all Service Fees that would be payable hereunder for the remainder of the then-current Service Term made prior to the date of termination. Sections 1, 3, 4, 5.3, 6, 7.3, 8, 9, and 10, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason.

8. Indemnification.

8.1. By Customer. Customer will indemnify, defend, and hold harmless Dealstitch and its directors, employees, agents, and contractors from and against any and all liabilities, damages, losses, expenses, or costs (including settlement costs and reasonable attorneys’ fees), whether alleged or actual, arising out of or related to any claim by a third party against Dealstitch or its affiliates regarding or relating to: (a) Customer Data; (b) Customer’s use of the Services in violation of this Agreement or applicable law; or (c) Users’ use of the Services in violation of this Agreement or applicable law.
8.2. By Dealstitch. Dealstitch will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Dealstitch Platform infringes upon or misappropriates a United States patent or copyright of the third party. Dealstitch will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer (a) notifying Dealstitch promptly in writing of such action, (b) giving Dealstitch sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Dealstitch’s request and expense, assisting in such defense or settlement. If the Dealstitch Platform becomes, or in Dealstitch’s opinion is likely to become, the subject of an infringement claim, Dealstitch may, at its option, either (i) procure for Customer the right to continue using the Services, (ii) replace or modify the Dealstitch Platform so that it becomes non-infringing, or (iii) terminate this Agreement and refund all Services Fees paid by Customer to Dealstitch for the period falling beyond the effective date of the termination. Notwithstanding the foregoing, Dealstitch will have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any Customer Data or Customer Event, (x) any use of the Services not in accordance with this Agreement or applicable law, (y) any use of the Services in combination with other products, equipment, software, or data not supplied by Dealstitch, or (z) any modification of the Services or Dealstitch Platform by any person other than Dealstitch. THIS SECTION STATES DEALSTITCH’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.

9. Limitation of Liability.

EXCEPT FOR A BREACH OF CONFIDENTIALITY, APARTY’SINDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE ORWILLFULMISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FORANYCONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDINGANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TOTHIS AGREEMENT EVENIF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, DEALSTITCH’S TOTAL CUMULATIVELIABILITY IN CONNECTION WITH THISAGREEMENT OR THE SERVICES, WHETHER IN CONTRACTOR TORT OROTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO DEALSTITCHUNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRECEDINGTHEEVENTS GIVING RISE TO SUCH LIABILITY.

10. Miscellaneous.

10.1. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. Any action arising in connection with this Agreement shall be resolved exclusively by the State and Federal courts for Denver, Colorado, and each party expressly consents to the personal and exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10.2. Relationship of Parties. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and, except as expressly set forth in this Agreement, neither party has the right or authority to assume or create any obligation on behalf of the other party.
10.3. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier or internationally recognized overnight delivery service, or by certified or registered mail (postage prepaid and return receipt requested) to the address provided in the Order Form, which may be updated in writing, and are deemed given when received. Notices to Customer may also be sent via email and will be deemed given when sent.
10.4. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Dealstitch’s prior written consent. Notwithstanding the previous sentence, Customer may assign its rights and obligations under this Agreement to a parent or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets, or otherwise, provided that such parent, subsidiary, or successor is not a direct competitor of Dealstitch. Dealstitch may transfer and assign any of its rights and obligations under this Agreement without consent. Any purported or attempted assignment in violation of this paragraph is void and of no force or effect.
10.5. Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement inures to the benefit of and binds the parties and such parties’ permitted successors, assignees, and other legal representatives.
10.6. Severability. If a provision of this Agreement is unenforceable, invalid, or illegal, then the intent of the parties is that (a) the validity, legality, and enforceability of the remaining provisions of the Agreement remain in force and not be affected in any way, and (b) the unenforceable, invalid, or illegal provision remain in force, and be interpreted or reformed to accomplish the objectives of such provision, to the greatest extent possible under applicable law.
10.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement may be executed in counterparts, including by PDF, electronic signature, or by assent through a click-wrap or browse-wrap interface on Dealstitch's website, each of which will be considered an original, but all of which together will constitute the same instrument.