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Terms of Service

Effective and Last Updated: September 25, 2025

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PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PLATFORM OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

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This Terms of Service Agreement (“Agreement”) is a legally binding agreement between you and Direct Commerce, Inc. (“Company,” “we,” “us,” or “our”) and governs your access to and use of our website and Mobile App, as well as other online services or applications that link to this Agreement (collectively, the “Sites”) and the features, content, programs, and services we make available through the Sites (collectively with the Sites, the “Platform”). By continuing to access and use the Platform, you agree that such use is legally sufficient consideration under this Agreement.

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THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

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YOUR CONTINUED USE OF THE PLATFORM IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE PLATFORM.

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CONTINUED ACCESS AND USE OF THE PLATFORM AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

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If you are an individual accessing or using the Platform on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.

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We are committed to making the Platform accessible for all users and will continue to take steps necessary to ensure compliance with applicable laws. Please read our Accessibility Policy for more information. If you have difficulty accessing any content, feature, or functionality of the Platform, please Contact Us.

What’s Contained in This Agreement

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Click on the links below to jump to that section of the Agreement.

Contact Us

HIGHLIGHTS OF THE AGREEMENT

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This Highlights section is intended to provide you with a basic overview of the contents of this Agreement. However, please read the entire Agreement for a complete understanding of the terms you are agreeing to. The meaning of capitalized words can be found in the full Agreement. If there is a conflict between the terms of this Highlights section and the terms of the full Agreement, the terms of the full Agreement control.

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(a) Subscriptions for Suppliers
 

  • The Platform offers various Supplier subscription plans that may differ in pricing, features, and eligibility requirements.

  • Subscriptions may be billed on a recurring basis to your chosen payment method, and your subscription may automatically renew at the end of each billing cycle unless you cancel.

  • Subscription fees are non-refundable, and no credits or refunds are provided for partial periods or unused features.

  • We may change subscription fees or plan offerings upon renewal of your subscription change, and you will be notified in advance of any such change. Continued use after such changes constitutes acceptance.
     

Read more about Supplier and subscription terms.

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(b) Our Rights
 

  • All the Content on our Platform is protected by intellectual property rights―you may only make limited use of the Content you find on our Platform, as described below.

  • We may block you from accessing our Platform, block or delete your User Content, or terminate your Account for any reason.

  • We are not liable for third-party content hosted on our Platform or external websites linked to or from our Platform.
     

Read more about our rights and control of our Platform and Content.
 

(c)Your Use of Our Platform
 

  • While on our Platform, you may not violate any laws, infringe any rights, threaten, harass, or impersonate others, or take other actions that harm us or other people or parties.

  • You must not attempt to bypass security protections on our Platform, introduce viruses or other harmful code, or use our Platform to attack other websites, platforms, or services.

  • If you register for an Account on our Platform, you should keep your password confidential and not allow other people to use your Account.
     

Read more about what you can and cannot do on our Platform.
 

(d) Your Content

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  • If you send us or upload User Content to our Platform, we may use that User Content for any purpose, including commercial uses, product development, and advertising, subject to any other written agreements we have with you.

  • You should not send us or post User Content that (1) you want to keep confidential or (2) you do not have the rights to post.
     

Read more about the Content you transmit to us or through our Platform.

 

(e) Important Things to Know
 

  • By using our Platform, you consent to the terms of this Agreement. We may update this Agreement from time to time, and we will use reasonable efforts to provide you with notice of these updates if they are material.

  • THIS AGREEMENT CONTAINS LIMITATIONS ON OUR LIABILITY TO YOU, IMPORTANT DISCLAIMERS OF WARRANTIES, AND INDEMNIFICATION OBLIGATIONS BY YOU.

  • THIS AGREEMENT GOVERNS HOW DISPUTES WITH US WILL BE HANDLED, INCLUDING USING BINDING ARBITRATION WITH A CLASS ACTION WAIVER.

  • Your use of our Platform may be governed by other terms and conditions applicable to certain features or promotions. You should also read our Privacy Policy .

  • This Agreement contains information about how you can contact us regarding complaints, questions, or copyright infringement claims.
     

Read the complete Agreement below .

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Complete Agreement

Complete Agreement

ACCOUNTS

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In general, you are not obligated to register for an account in order to access the Platform. However, certain sections and features of the Platform are available only to users who have registered for an account (“Account”). Depending on your profile type (e.g., Customer, Supplier), you may have access to different features and resources on the Platform. We may reject, and you may not use, a user ID (or e-mail address) for any reason in our sole discretion. For example, we may reject a user ID (or e-mail address) (i) that is already being used by someone else; (ii) that may be construed as impersonating another person; (iii) that belongs to another person; (iv) that violates the intellectual property or other rights of any person; or (v) that is offensive. You may only have one active Account at any given time, and you may not allow other people to use your Account to access the Platform.

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If you maintain an Account, we expect you to accurately maintain and update any information about yourself that you have provided to us. You agree that you are responsible for all activities that occur under your Account, and for maintaining the confidentiality of your password and restricting access to your computer so others may not access the Platform in violation of this Agreement. In addition, you agree to sign out from your Account at the end of each session if you are using a device that is shared with other people.

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You agree to notify us of any unauthorized use of your Account username, log-in ID, password, or any other breach of security that you become aware of involving or relating to the Platform by contacting us as soon as possible. We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of the Platform and your Account, including without limitation, terminating your Account, changing your password, or requesting information to authorize transactions on your Account. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

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Customer Accounts: If you maintain an Account that grants you access to manage and control a Supplier’s (defined below) access to the Platform (“Customer”), in addition to the terms of this Agreement, you acknowledge and agree that your Organization is bound by any agreements executed by your Organization and us. You further acknowledge and agree that we are only providing the Platform and we are not responsible for any dispute between you and a Supplier, and you will indemnify, defend, and hold Company harmless from any such dispute.

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SUPPLIER ACCESS TO PLATFORM
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Customers may authorize third-party suppliers and service providers to access certain parts of the Platform (“Supplier(s)”). If you are a Supplier, you acknowledge and agree that (i) you may not be able to access or use certain parts of the Platform without purchasing a subscription to the Platform, as outlined herein; (ii) we are only providing you with access and use of the Platform in accordance with this Agreement; and (iii) we are not responsible for any dispute, decision, or other issue that may arise between Customer and Supplier. Supplier shall indemnify, defend, and hold Company harmless from any such dispute.

Subscription Eligibility, Offerings, Billing, and Auto-Renewal

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If you meet certain criteria, which we will notify you of with prior notice, you may be eligible to pay a fee for use of the Platform. Such eligibility will (i) be communicated to you through an Account alert, an email to the email address associated with the Account; and/or any reasonable means of communication; and (ii) remain in effect until you terminate your relationship with a Customer, your Account is terminated by you or us, or if you violate any terms of this Agreement.

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If you become eligible to purchase a subscription(s) to the Platform, you may be presented with multiple plans or options (“Plan Offerings”). Your Account will state how many days you have to select a Plan Offering before your Account may be restricted from parts of the Platform. Distinct Plan Offerings may differ with respect to pricing, usage rules, eligibility requirements, functional features, device limitations, and any other restrictions disclosed at the point of purchase or in your Account settings, which may change at any time upon prior notice. For more information on the Plan Offerings, please read our FAQ.

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The Platform may allow you to enroll in an ongoing, recurring payment plan. If you enroll in such plan, your subscription fee to access the Platform, together with any applicable taxes, duties, or transactional charges that you incur through use of the Platform, will be charged to the payment instrument you have designated and authorized for recurring billing (“Payment Method”) on a specific date and for the length of term communicated by us to you (“Subscription Term”). Subscription fees are fully earned upon payment. Unless you cancel as described below, your subscription will automatically renew at the end of each disclosed Subscription Term. When you supply a Payment Method, we may attempt to verify the information by processing an authorization hold; although no charge is made in connection with such a hold, your available balance or credit limit may be reduced temporarily. If you change Plan Offerings or elect additional offerings, we may prorate charges within the current Subscription Term.

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The timing of charges may vary, including where (i) the first day of a subsequent month does not contain the calendar date on which you originally subscribed; (ii) a free trial or promotional period delays billing; (iii) credits or similar instruments are applied; (iv) a payment failure occurs; or (v) you modify your subscription or Payment Method. We reserve the right to adjust pricing in our sole discretion, which will automatically take effect on the renewal date of a Subscription Term. Should pricing change, we will provide reasonable timely notice (email or posting online acceptable). If you do not wish to accept a price change, you must cancel prior to the renewal of the Subscription Term; failure to do so constitutes authorization for us to charge the new price to your Payment Method.

Payment Processing

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If you enroll in a recurring payment plan, to subscribe to and continue accessing the Platform, you must maintain at least one current and valid Payment Method on file. We may use a third-party payment processor to process your payment information, including your payment card data. By providing a Payment Method, you expressly authorize us (and any payment processor acting on our behalf) to charge that Payment Method for all subscription fees and any additional amounts you incur in connection with your use of the Platform. If your primary Payment Method is declined, expired, or otherwise unavailable, you authorize us to charge any other Payment Method associated with your account. Failure to rectify unsuccessful payments may result in suspension or termination of your subscription, and you will remain liable for all outstanding amounts, including any reasonable costs of collection such as issuer fees (e.g., foreign transaction fees, overdraft fees), collection-agency charges, attorneys’ fees, and arbitration or court costs. Should you later elect to re-subscribe, you authorize us to charge any Payment Method on file for the applicable subscription fee.

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You may add, remove, or edit Payment Methods by contacting us using the information in the Contact Us section. In addition, you authorize us to receive updated Payment Method information from your issuing bank or the applicable payment network and to continue to charge the updated Payment Method. Following any update, you authorize us to charge the then-current Payment Method for all amounts due under these terms. 

Taxes

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If we are required to collect tax on your subscription, the tax amount will be added automatically to your purchase price. Your right to a refund is your exclusive remedy for any tax errors.

Cancellation

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You may cancel your subscription at any time by contacting us using the information in the Contact Us section or by terminating your access and use of the Platform. Upon cancellation, your subscription will terminate and you will no longer have access to your Account. If you cancel your subscription, you may not be able to use the Platform unless you re-subscribe.

Changes to Subscription Fees and Plan Offerings

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We may revise our subscription offerings or adjust your subscription fee from time to time to reflect changes in features, market conditions, or other factors. As noted above, if you have elected for a renewal payment plan, any changes in pricing will automatically take effect upon the renewal of a Subscription Term. Unless a longer period is required by applicable law, we will provide you with at least thirty (30) days’ advance notice (email or posting online acceptable) of any price increase or material change to your subscription plan. Continued use of the Platform after the effective date will constitute acceptance of the change.

No Refunds

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ALL PAYMENTS ARE NON-REFUNDABLE, AND WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-PERIOD SUBSCRIPTION OR FOR UNUSED PLATFORM CONTENT OR FEATURES. If you cancel, you will no longer have access to your Account unless you reactivate.

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OUR INTELLECTUAL PROPERTY RIGHTS

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All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the Platform (“Content”) are protected intellectual property of, or used with permission or under license by, our Company. Such Content may be protected by copyright, trademark, patent, or other proprietary rights and laws. This includes the entire Content of the Platform, copyrighted and protected as a collective work. All intellectual property rights associated with the Platform, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Platform. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Platform is strictly prohibited. We make no representations, warranties or guarantees, whether express or implied, that any Content is accurate, complete, or up to date.

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Subject to your compliance with this Agreement, we grant you a limited license to access and use the Platform and its Content for personal, informational, and logistics operation purposes. No Content from the Platform may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Platform or the Content.

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YOUR AUTHORIZED USE OF THE PLATFORM

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While using the Platform, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Platform for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Platform or any other party’s use of the Platform. In addition, we expect users of the Platform to respect the rights and dignity of others. For example, you may not do any of the following without our consent:

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  • Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Platform any content that is unlawful, unsolicited, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
     

  • Post to or transmit through the Platform any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
     

  • Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Platform;
     

  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform, or express or imply that we endorse any statement you make;
     

  • Violate, or attempt to violate, the security of the Platform;
     

  • Use or attempt to use another user’s Account or distribute, license, transfer, or sell your Account to another person without our consent;
     

  • Disseminate on the Platform any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
     

  • Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Platform;
     

  • Build a competitive product or service using the Platform, build a product or service using similar ideas, features, functions, or graphics as the Platform or determine whether the Platform, in whole or in part, is within the scope of any patent;
     

  • Interfere in any manner with the operation or hosting of the Platform or monitor the availability, performance, or functionality of the Platform;
     

  • Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Platform or to collect any information from the Platform or any other user of the Platform;

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  • Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Platform.
     

Linking: You are granted a limited, non-exclusive right to create text hyperlinks to the Platform for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking website or service does not contain any material that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising. Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in a website’s root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content, or for any machine-learning or training data purposes. We may revoke these permissions at any time.

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DOWNLOADS
 

The Platform may allow you to download certain Content, User Content (defined below), applications, software, and other information or materials. We make no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with us or a third party, for example an agreement with a Customer.
 

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MOBILE APPLICATIONS

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The Platform may be mobile or other applications that you can download to your phone, tablet, or other device (“Mobile App”) via a third-party service such as an application store. Your use of the third-party service may be subject to additional terms related to that service from the third-party service provider (“App Store Provider”). WE ARE NOT LIABLE IN ANY WAY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO, ANY SUCH THIRD-PARTY SERVICE OR ANY CLAIM OR DAMAGE RESULTING FROM YOUR USE OF SUCH THIRD-PARTY SERVICE.

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You acknowledge that this Agreement and your use of the Mobile App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries. As between us and an App Store Provider, we are solely responsible for the Mobile App and its Content. If anything in this Agreement conflicts with any usage rules for the Mobile App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with this Agreement, and then exclusively for your use of the Mobile App). All rights you have to use the Mobile App are for use only on appropriate products (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the Mobile App may be accessed and used by other accounts associated with you via features like Apple’s Family Sharing (or similar features from other App Store Providers) or volume purchasing. We are solely responsible for providing any maintenance and support services for the Mobile App, as specified in this Agreement, or as required under applicable law. No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the Mobile App, nor any warranties for the same.

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WE DISCLAIM ALL WARRANTIES RELATED TO ANY MOBILE APP. However, in the event that the Mobile App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the Mobile App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER WILL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE MOBILE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY IS OUR RESPONSIBILITY.

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We, not the App Store Provider, are responsible for addressing any claims relating to the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) claims that the Mobile App infringes a third party’s intellectual property rights as well as the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

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By using the Mobile App, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that the App Store Provider, and its subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement and your use of the Mobile App, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

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USER CONTENT

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You are responsible for any information, receipts, invoices, text, reviews, posts, images, videos, sound recordings, messages, profile information, or other materials or content that you post on the Platform, upload to us, or transmit through the Platform (“User Content”). You agree, represent, and warrant that any User Content you post on the Platform or transmit through the Platform is truthful, accurate, not misleading, and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post, or otherwise make available on or through the Platform any User Content protected by copyright, trademark, or other proprietary right of any third party without the express written permission of the owner of such right(s). If you are uploading a receipt, you represent and warrant that you have the right to upload the receipt and understand that receipts may contain information about your transaction. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content. The information and materials in User Content, including content created by users using our Content, have not been verified or approved by us. We make no representations, warranties or guarantees, whether express or implied, that any User Content is accurate, complete, or up to date.

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UNLESS OTHERWISE STATED, PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. Unless otherwise stated, by sending any ideas, concepts, know-how, proposals, techniques, suggestions, or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose; (ii) such User Content will be deemed not to be confidential or proprietary; (iii) we may have something similar already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.

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User Content License: By submitting User Content to us directly or indirectly (including through any use of third-party social media platforms directed at us), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a worldwide, royalty-free, perpetual, sublicensable, transferable, irrevocable, and unrestricted right and license: (i) to use, reproduce, display, modify, adapt, publish, perform, translate, transmit, and distribute or otherwise make available to others such User Content (in whole or in part and for any purpose) worldwide; (ii) unless otherwise agreed upon by you and us, to incorporate such User Content in other works in any form, media, product, service, or technology now known or hereafter developed for any purpose, including advertising (and to exercise all intellectual property rights associated with such products or other works); and (iii) to use your name, screen name, location, photograph, avatar, image, voice, likeness, and biographical information provided in connection with the User Content in any and all media and for advertising or promotional purposes. You also hereby grant each user of the Platform a non-exclusive license to access your User Content through the Platform, and to use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Platform and under this Agreement. Notwithstanding the foregoing, please note that any personally identifiable information you submit to us through our “Contact Us” forms, product order pages, job application portals, or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy  and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.

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INTERACTIVE CHAT AND CHATBOTS

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The Platform may have chat, live support, instant messaging, or similar functionality to serve you better (“Chats”). Chats may allow you to speak to a human representative, a Chatbot (as defined below), or some combination of the two. You should review our Privacy Policy to learn how we treat information that could identify you gathered via a Chat. If you are signed into an Account while using a Chat, the Chat may link the Account information with you or the Chat interaction. You may not impersonate or attempt to gain information regarding another individual via a Chat. Information provided via a Chat may be inaccurate, and Chats may not always be available or error-free. Chats may be provided by third parties, and you may be entering into a contractual agreement with those third parties when you use the Chat. You should refer to the applicable Chat and its hyperlinks to learn more.

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Chats may use interactive, automated computer programs and similar technologies to provide customer service via the Chat (“Chatbots”). Chatbots often work by using “natural language processing” technology to understand your questions and inputs and respond to them with relevant information or follow-up inquiries. Our Chatbots typically identify that you are interacting with a computer program and not a human, sometimes by a “Powered by…” or a similar legend in the Chat or by setting up the Chat in such a way that its apparent that a Chatbot is used. Chatbots use technology to respond to your inputs without human intervention. Although Chatbots are automated, your inputs and responses may be viewed and accessed by our real people, possibly in real time. Be aware that some Chatbots may connect you to one of our human representatives. The Platform may provide features that enable you to get support for certain products including a chat feature, a support email address, or a telephone hotline. Information collected via these support methods is subject to our Privacy Policy. Be aware that communications may be monitored for quality assurance and other purposes. All information you provide to us for purposes of support is considered User Content.

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THIRD-PARTY CONTENT AND LINKS

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Any information, invoices, purchase orders, sales receipts, statements, opinions, or other information provided by third parties (including Customers) and made available on the Platform are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Platform.

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We may provide on the Platform, solely as a convenience to users, links to websites, social media pages, mobile applications, or other services operated by other entities. If you click these links, you will leave the Platform. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services, platforms, or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website, platform, or service is authorized to use any of our trademarks, logos, or copyright symbols.

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YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, PLATFORMS, SITES, SERVICES, AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES, PLATFORMS, AND RESOURCES.

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COPYRIGHT INFRINGEMENT NOTICES

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It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. If we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.

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If you believe that any Content on the Platform infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the “Designated Agent”), identified below, with the following information:

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  • A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
     

  • The URL or other specific location on the Platform that contains the alleged infringing material described above, with reasonably sufficient information to enable us to locate the alleged infringing material;
     

  • Your name, mailing address, telephone number and email address;
     

  • The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
     

  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
     

  • A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

 

Designated Agent: Reed Smith, Denver Privacy Team

Email: [email protected]

Address: Reed Smith, LLP, 1400 Wewatta St., Denver, CO 80202

Phone: 1-303-819-4645

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To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.

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We may terminate users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer. If you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information: 

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  1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
     

  2. Your name, mailing address, telephone number and email address;
     

  3. The following statement: “I consent to the jurisdiction of [insert one of the following: (1) “the Federal District Court in which my mailing address is located”, or (2) if you reside outside of the United States, “the United States District Court for the Northern District of California;”
     

  4. The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent;”
     

  5. The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;” and
     

  6. Your signature, in physical or electronic form.
     

Upon receipt of valid counter notification, we will promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Further, we will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of your counter notice, unless our Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Platform.

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UPDATES TO THE PLATFORM

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We reserve the right to enhance, upgrade, improve, modify, or discontinue features of our Platform as we deem appropriate and in our discretion. We will not materially reduce the core functionality or discontinue the Platform unless we provide you with prior written notice. We may offer additional functionality to our standard Platform or premium feature improvements for an additional cost.

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UPDATES TO THIS AGREEMENT

We may revise or otherwise change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes, such as by posting a banner on our Platform indicating that the terms have changed or by sending an email to you. However, please check the “Last Updated“ legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement―there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of the Platform. Your continued use of the Platform will signify your continued agreement to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Platform, an email to the address we have on file, or a message in your Account.

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OTHER TERMS, CONDITIONS, AND POLICIES

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This Agreement applies exclusively to your access to, and use of, the Platform and does not alter in any way the terms or conditions of any other agreement you may have with us for services, programs, or otherwise. Additional terms, conditions, and/or policies may apply to use of specific portions of the Platform and to the purchase of certain services and are included as part of this Agreement, whether they reference this Agreement or not.

Other types of agreements and policies that you may be subject to include, but are not limited to:

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  • Policies for suppliers

  • Privacy policies

  • Customer agreements

  • Subscription FAQs

  • Employment agreements

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Other policies and agreements, such as our Privacy Policy, are typically found by navigating the Platform, typically by checking website headers and footers and by reviewing hyperlinked terms at the point of sale.

We have also adopted a Privacy Policy that you should refer to in order to fully understand how we use and collect information. To learn about our privacy practices, please refer to our Privacy Policy.

Should we employ you, none of the materials provided on the Platform constitute or should be considered part of an employment contract or an offer for employment.

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IMPORTANT LEGAL TERMS

Termination

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This Agreement and your access to the Platform are in effect until terminated by you or us. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Platform, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information and any Account information or other Platform credentials, to us using the information in the Contact Us section. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Platform or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected from liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.

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The provisions of this Agreement concerning protection of intellectual property rights, authorized use, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

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Upon any such termination, (i) you must destroy our Content obtained from the Platform and all copies thereof; (ii) you will immediately cease all use of and access to the Platform; (iii) we may delete or disable access to any of your User Content at any time; and (iv) we may delete your Account at any time. You agree that if your use of the Platform is terminated pursuant to this Agreement, you will not attempt to use the Platform under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Platform after termination will be a violation of this Section, which survives any termination.

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Even after the termination of this Agreement, your Account, access to the Platform, or any Content you have submitted or uploaded may remain on the Platform indefinitely.

Children

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The Platform is not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under eighteen (18) years of age. YOU MUST BE AT LEAST eighteen (18) YEARS OF AGE TO ACCESS AND USE THE PLATFORM. If you are not old enough to access the Platform, you should not attempt to do so.

Disclaimer of Warranty

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WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF THE CONTENT AVAILABLE ON THE PLATFORM OR ANY OTHER SITES LINKED TO OR FROM THE PLATFORM. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN RISK. THE PLATFORM AND CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Limitation of Liability

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WE AND OUR AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS OUR AGENTS, SUPPLIERS, SERVICE PROVIDERS, AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE PLATFORM, CONTENT, OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.

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RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

Indemnity

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You agree to indemnify, defend, and hold us and the Releasees and all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of this Agreement; (ii) your activities in connection with the Platform; (iii) any dispute between you and a Customer or Supplier; or (iv) User Content or other information you provide to us through the Platform. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Consent to Communication

 

When you use the Platform or send communications to us through the Platform, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Platform. We may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by creating an Account, or otherwise providing us with your email address, postal address, or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.

Assignment

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We may assign this Agreement at any time with or without notice to you. You may not assign or sublicense this Agreement or any of your rights or obligations under this Agreement without our prior written consent.

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DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER
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PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

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ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IF, HOWEVER, THE CLASS ACTION WAIVER BELOW IS FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.

Agreement to Arbitrate

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You and we agree that any dispute, claim, or controversy, including those known or unknown that may be later discovered, arising out of or relating to this Agreement, other agreements on the Platform, or the Privacy Policy, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate shall be resolved exclusively and finally by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect, as modified by the JAMS Expedited Procedures set forth in Rule 16.1 (or any successor provision) (the “JAMS Rules”) in Silicon Valley, California, unless you and we agree to conduct the proceeding by videoconference, teleconference, written submissions, or another mutually acceptable remote or hybrid method. The arbitration shall be conducted in the English language and before a single, neutral arbitrator selected in accordance with the JAMS Rules, unless you and we mutually agree in writing to a panel of three arbitrators. The arbitrator shall be an attorney or former judge with experience in commercial technology disputes. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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Discovery shall be limited to the expedited procedures contemplated by Rule 16.1 of the JAMS Rules, subject to the arbitrator’s discretion to permit additional narrowly tailored discovery for good cause shown. At a minimum, each party shall be entitled to the reasonable and prompt production of non-privileged documents directly relevant to the claims and defenses, to identify witnesses, and to take a limited number of depositions that the arbitrator deems essential to preserve testimony or to prevent manifest unfairness. The arbitrator shall endeavor to set the hearing on the merits within one hundred eighty (180) days of the initial scheduling conference and shall issue a written, reasoned award within thirty (30) days after the close of the hearing, unless such deadlines are extended by written agreement of the parties or by the arbitrator for good cause.

No Class Actions or Jury Trials

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EXCEPT AS LIMITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. You and we waive any right to trial by jury or to participate in a class or representative action or proceeding. Neither you nor we shall be entitled to join, consolidate, or combine disputes by or against other individuals or entities, or to arbitrate or litigate any dispute in a representative capacity or as part of a class action, collective action, or private attorney-general action, unless both you and we agree in writing after the assertion of the claim to do so.

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If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and shall be severed from the remainder of this Agreement.

Seeking Arbitration

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If you believe you have a dispute with us, prior to initiating arbitration, you must first call our customer service representatives by contacting us and present your claim or dispute to allow us the opportunity to resolve the claim or dispute. Similarly, if we believe we have a dispute with you, our customer service representatives will first contact you in an attempt to resolve the dispute. If the dispute cannot be resolved by customer service and either you or we intend to seek arbitration, the party wishing to initiate arbitration must send to the other party a written notice of the claim (“Notice”). Your Notice to us must be delivered by certified mail and addressed to: Attn: Legal Department, Direct Commerce, Inc., 3000 El Camino Real, Bldg 4, Suite 200, Palo Alto, CA 94306. If we initiate arbitration, we will send a written Notice to an email address or other contact information you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. The parties shall share the costs of arbitration, including the arbitrator’s fees, in accordance with the JAMS Rules, provided that the arbitrator may reallocate such costs in any final award as warranted by the circumstances. Each party shall bear its own attorneys’ fees, expert fees, and other costs incurred in connection with the arbitration, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party where authorized by applicable law or by this Agreement.

Injunctive Relief

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Notwithstanding the foregoing and if applicable in your jurisdiction, you and we both agree that you or we may sue in court of jurisdiction to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality

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The parties shall maintain the confidential nature of the arbitration and all related proceedings, including any ruling, hearing decision, or award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be required to enforce or challenge an award, to comply with a court order, or as otherwise required by law. The parties acknowledge that irreparable harm may result from any violation of this confidentiality obligation and agree that either party may seek appropriate injunctive relief from a court of competent jurisdiction to enforce this provision.

Governing Law and Rules

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This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of California, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, damages for lost profits, or other equivalent damages that may be present in your local jurisdiction. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

Severance of Arbitration Agreement

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If the clauses concerning and describing the procedures and obligations related to the agreement to arbitrate disputes is or becomes invalid or unenforceable due to applicable law, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from this Agreement. However, any duty of confidentiality whether or not such duty is connected with arbitration shall survive such severance.

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TERMS FOR USERS IN CERTAIN GEOGRAPHIC LOCATIONS

California Residents

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Under California Civil Code § 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 951-5210.

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If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code § 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using our Platform, you agree that these California Civil Code § 1542 protections no longer apply to you.

International Users

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Each claim or statement about the effectiveness of our services is expressly limited to the United States, unless otherwise disclosed. The services referred to on the Platform may only be available in the territory to which the Platform is directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON THE PLATFORM, INCLUDING WITHOUT LIMITATION THE INFORMATION AND OTHER MATERIALS PROMOTING THE SERVICES IDENTIFIED ON THE PLATFORM, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE PLATFORM IS DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. If you choose to access the Platform, you do so on your own initiative and at your own risk, and you are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation, any United States embargoes or other federal rules and regulations restricting exports.

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Despite the above, if you access our Platform as a consumer and not on behalf of an Organization, you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts. This Agreement does not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THIS AGREEMENT, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THIS AGREEMENT AND WE RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the Platform’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion. This Agreement, as well as all other documents related to it, including notices and correspondence, will be in the English language only.

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THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOU, AND SUPERSEDE CONFLICTING TERMS IN THE AGREEMENT, IF YOU ARE A RESIDENT OF THE NAMED JURISDICTION OR TO THE EXTENT REQUIRED BY APPLICABLE LAW:

European Union

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Exceptions to Liability Limitations: Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

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ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EUROPEAN UNION AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU/524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU); THE AGREEMENT TO ARBITRATE IN THE AGREEMENT WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

United Kingdom

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Exceptions to Liability Limitations: Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

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ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE UNITED KINGDOM AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (OR ANY SUCCESSOR TO THESE ENACTED BY THE UK POST BREXIT). THE AGREEMENT TO ARBITRATE IN THIS AGREEMENT WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

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CONTACT US

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If you have questions about this Agreement, or if you have technical questions about the operation of the Platform, please contact us by filling out this form or notifying us at:

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Mailing Address: Direct Commerce, Inc., 3000 El Camino Real, Bldg 4, Suite 200, Palo Alto, CA 94306

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Email: [email protected]

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Phone Number: +1-415-288-9700

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If you have any questions or comments about our company or have other customer service needs, please contact our customer service representatives using the information above.

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