Terms of Service

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; (d) interfere in any manner with the operation of the Services or the Dealstitch Platform; (e) remove, alter, or obscure any proprietary notices of Dealstitch or its licensors; (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. 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.

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. All fees are non-refundable unless explicitly stated in this Agreement.

4.2. 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.

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.

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.

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.

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.

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 arising out of or related to any claim by a third party against Dealstitch 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.

9. Limitation of Liability

EXCEPT FOR A BREACH OF CONFIDENTIALITY, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, DEALSTITCH'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO DEALSTITCH UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS 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.

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.

10.3. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Dealstitch's prior written consent. Dealstitch may transfer and assign any of its rights and obligations under this Agreement without consent.

10.4. 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.

For questions about these Terms of Service, please contact us at hello@dealstitch.ai or by mail: Dealstitch LLC, 4251 Kipling Street, Suite 230-208, Denver CO 80033.