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End User License Agreement

THIS END USER LICENSE AGREEMENT (hereinafter “Agreement”) is an agreement between you an individual, organization or commercial entity (hereinafter “LICENSEE”) and AliceGit LLC, a Pennsylvania limited liability company (“DISPATCH”) for the Dispatch software and any Dispatch software which are described and downloadable and purchasable at DISPATCH's website at http://JustDispatch.Me and in the Apple Store and which may also include any electronic documentation, associated media, website services, printed documentation and other printed materials which are downloaded with the above-described products (hereinafter “PRODUCT” or “PRODUCTS”). “We,” “us” and “our” refer to DISPATCH; “you” “your,” and “yours,” refer to LICENSEE. By downloading, installing, copying, purchasing or otherwise using the PRODUCT or any updates to the PRODUCT, LICENSEE agree to the terms of this Agreement, set out below, in their entirety and if LICENSEE do not agree to the terms of this Agreement in their entirety do not purchase, download, install or use the PRODUCT, terminate the installation process immediately and completely remove the PRODUCT including all of its program files, installation files, ancillary files, documentation files and any other PRODUCT files from all LICENSEE’s computer or other hardware Systems on which it is installed.

BY CLICKING THE "ACCEPT" BUTTON ON THE ORDER FORM, YOU (A) ACCEPT THIS AGREEMENT. YOU AGREE THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT AND AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. If you do not agree to, or cannot comply with, this Agreement, please do not use this PRODUCT.
1. LICENSE GRANT
This end user license Agreement by and between DISPATCH and LICENSEE (collectively the "PARTIES") supersedes all previous obligations between the parties and governs the licensing, and use of the PRODUCT by the LICENSEE whereby, subject to and conditioned upon LICENSEE's payment of the Total Payment and LICENSEE's strict compliance with all terms and conditions set forth in this Agreement, DISPATCH grants LICENSEE a non-exclusive, non-transferable, non-sublicensable, limited-use license to use the PRODUCT only and strictly under the terms of this Agreement. The license granted pursuant to this Agreement describes and governs how LICENSEE may use DISPATCH'S PRODUCTS. All rights not expressly granted to LICENSEE in this Agreement are reserved and retained by DISPATCH or its licensors, suppliers, rightsholders, or other providers.
2. PAYMENT AND TAXES
DISPATCH will accept payments by means and at prices as provided on DISPATCH's website at http://JustDispatch.Me or otherwise agreed to in writing between the parties. LICENSEE shall pay any and all import duties, use taxes, sales taxes, value added taxes and excise taxes levied on the licensing, shipping, or use of the PRODUCT.
3. PRODUCT USE LICENSE
The PRODUCT may be used by LICENSEE on an unlimited number of computer or mobile hardware systems (hereinafter "SYSTEMS"). DISPATCH retains all ownership, title, rights and interest in and to the PRODUCT or any addition, modifications and improvements thereof developed by DISPATCH or LICENSEE. For the avoidance of doubt, LICENSEE agrees that it shall have no right to use or copy the PRODUCT without an active license agreement with DISPATCH.
4. USE RESTRICTIONS
LICENSEE shall not directly or indirectly:
  • (i) use (including make any copies of) the PRODUCT beyond the scope of the license granted hereunder;
  • (ii) provide any other Person, including any subcontractor, independent contractor, affiliate or service provider of LICENSEE, with access to or use of the PRODUCT;
  • (iii) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, or copyrightable of the PRODUCT or any part thereof;
  • (iv) combine the PRODUCT or any part thereof with, or incorporate the PRODUCT or any part thereof in, any other programs;
  • (v) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive, gain access to, or extract the source code of the PRODUCT or any part thereof;
  • (vi) falsely imply that LICENSEE’s service are associated with the PRODUCT or DISPATCH, or otherwise represent, state, imply or suggest, either directly or indirectly, that DISPATCH has any involvement, responsibility or connection to LICENSEE’s business other than licensing the PRODUCT under this Agreement. (vii) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the PRODUCT, including any copy thereof;
  • (viii) copy or duplicate the PRODUCT, in whole or in part;
  • (ix) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the PRODUCT or any features or functionality of the PRODUCT, to any Third Party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
  • (x) use the PRODUCT in violation of any federal, state or local law, regulation or rule; or
  • (xi) use the PRODUCT for purposes of competitive analysis of the PRODUCT, the development of a competing software product or service or any other purpose that is to DISPATCH’s commercial disadvantage.
5. OWNERSHIP, CONFIDENTIALITY & INTELLECTUAL PROPERTY
5.1 LICENSEE acknowledges and agrees that the PRODUCT is provided under license, and not sold, to LICENSEE. All intellectual property in the PRODUCT created or developed by DISPATCH shall remain property of DISPATCH and shall not transfer to LICENSEE. You agree not to claim as your own, or file for copyright patent or trademark protection, throughout the world, for any of DISPATCH’s intellectual property without DISPATCH’s express written consent. LICENSEE shall not and has no right to make any claim or representation of LICENSEE's ownership or deny or challenge any claim of DISPATCH's ownership of the PRODUCT. LICENSEE shall safeguard all PRODUCTS from infringement, misappropriation, theft, misuse or unauthorized access. LICENSEE shall promptly notify DISPATCH if LICENSEE becomes aware of any infringement of the DISPATCH's intellectual property rights in the PRODUCT and fully cooperate with DISPATCH, at DISPATCH's sole expense, in any legal action taken by DISPATCH to enforce its intellectual property rights.

5.2 DISPATCH warrants and LICENSEE acknowledges and agrees that the PRODUCT including all standard release thereof and any related patents, trademarks, copyrights, trade secrets or other proprietary information technologies methodologies or software architecture are the exclusive and commercially valuable proprietary software and intellectual property of DISPATCH and LICENSEE acknowledges and agrees that DISPATCH has invested substantial time and economic resources in the design and development of the PRODUCT which required the efforts of skilled software development experts and that DISPATCH treats the PRODUCT as confidential and the PRODUCT constitute trade secrets regardless of whether the PRODUCTS are or may be copyrighted or patented. Title, full ownership and all proprietary rights to DISPATCH's PRODUCT shall remain with DISPATCH and the LICENSEE shall have no right, title or interest to the PRODUCT except LICENSEE has the right to use the PRODUCT for its own business and furthermore the LICENSEE understands that prior to delivery of the PRODUCT, DISPATCH acted to protect its ownership rights by embedding PRODUCT license keys, serial numbers, concurrent user limitations, monitored object limits, usage monitoring, expiration dates, license monitoring, current release version checking, anti-piracy software and other devices in the PRODUCT but that such devices will not substantially interfere with normal and authorized use of the PRODUCT by the LICENSEE.
6. ACCOUNT ACCESS
LICENSEE must provide a valid email address, and any other information requested by DISPATCH in order to complete the subscription process. LICENSEE’s login may only be used by one person. A single login shared by multiple people is not permitted.
7. UNAUTHORIZED USERS AND UNAUTHORIZED USE
7.1 LICENSEE must be a human. Accounts registered by “bots” or other automated methods are not permitted.

7.2 LICENSEE is entirely responsible for keeping its username and password confidential. LICENSEE may not use a Third Party's account, user name or password at any time. LICENSEE agrees to immediately contact DISPATCH in writing regarding any unauthorized use of its account, user name or password. DISPATCH shall not be liable for any losses LICENSEE may suffer as a result of someone else's use of LICENSEE’s account or password, either with or without LICENSEE’s knowledge. LICENSEE may be held liable for any losses suffered by DISPATCH, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of LICENSEE’s account or password. LICENSEE may be asked to provide personal information in a questionnaire, application, form or similar document in connection with some of our services.

7.3 LICENSEE is legally and ethically responsible for any content, including writings, files, pictures or any other work, that LICENSEE uploads or transmit using the PRODUCT. In posting any content, LICENSEE agrees to honor the rights of others, including intellectual-property rights (copyright, patent and trademark), the right to privacy and the right not to be libeled or slandered.

7.4 LICENSEE is responsible for obtaining access to the PRODUCT, and that access may involve third-party fees (such as Internet service provider or airtime charges). Additionally, you must provide and are responsible for all equipment necessary to access the PRODUCT.

7.5 LICENSEE agrees not to attempt to gain unauthorized access to any services offered on http://JustDispatch.Me, the related Iphone application, other accounts, computer systems or networks connected to http://JustDispatch.Me, through hacking, password mining or any other means. LICENSEE agrees not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the PRODUCT.
8. USE OF PRODUCT & INTELLECTUAL PROPERTY INDEMNITIES
LICENSEE acknowledges and agrees that DISPATCH's role under this Agreement is solely that of a supplier and that it is solely the LICENSEE's responsibility to determine its own needs and requirements and satisfy itself that the PRODUCT meet such needs and requirements and that furthermore the LICENSEE acknowledges and agrees that LICENSEE is responsible for the selection and use of the PRODUCT to achieve LICENSEE's objectives. LICENSEE hereby absolutely and unconditionally agrees to indemnify and defend DISPATCH and to hold DISPATCH harmless from and against any and all claims, liabilities, costs, expenses, actions arising, made, incurred or suffered directly or indirectly by any person from or in connection with LICENSEE's use or misuse, whether accidental or deliberate, of the PRODUCT. LICENSEE acknowledges and agrees that DISPATCH may record and store any information, regardless of its content (the "INFORMATION"), which is transferred via the PRODUCT. By transferring INFORMATION via the PRODUCT, LICENSEE grants DISPATCH a royalty-free, worldwide license to store, copy and transfer the INFORMATION as necessary to effectuate the use of the PRODUCT. Without limiting the generality of the foregoing, LICENSEE agrees that DISPATCH may use the INFORMATION for any purpose related to any use of the PRODUCT by LICENSEE, including but not limited to (i) improving the performance of the PRODUCT or developing updates; and (ii) verifying LICENSEE's compliance with the terms of this Agreement and enforcing the DISPATCH’s rights, including all intellectual property rights in and to the PRODUCT. Licensee agrees that DISPATCH is in no way responsible or liable for non-receipt of INFORMATION. LICENSEE agrees to indemnify and defend DISPATCH and to hold DISPATCH harmless from and against any and all claims, liabilities, costs, expenses, actions arising, made, incurred, or suffered directly or indirectly by any Third-Party if such party's privacy is violated by what LICENSEE chooses to transfer via the PRODUCT as part of the INFORMATION. LICENSEE further acknowledges and agrees to indemnify and defend DISPATCH and to hold DISPATCH harmless from and against any and all claims, liabilities, costs, expenses, actions arising, made, incurred, or suffered directly or indirectly by any third-party if such party's intellectual property rights, rights of publicity, or any other rights are in any way violated by what LICENSEE chooses to transfer via the PRODUCT as part of the INFORMATION.
9. LIMITED WARRANTIES
DISPATCH warrants that the PRODUCT software is free of viruses, trojans, and other malware ("MALICIOUS SOFTWARE") except that DISPATCH does not and cannot warrant that users will not use the PRODUCT to upload MALICIOUS SOFTWARE to DISPATCH's content storage servers, at http://JustDispatch.Me. DISPATCH makes no warranty that any user-uploaded content delivered via the PRODUCT is free of MALICIOUS SOFTWARE, the risks of which LICENSEE expressly assumes. DISPATCH further warrants that the PRODUCT is the sole intellectual property of DISPATCH and that the PRODUCT does not knowingly infringe on any third-party's patent, trademark or copyrights. DISPATCH further agrees that it shall, during the term of this Agreement, maintain a cyber liability insurance policy in a reasonable amount, but in no event less than One Million Dollars ($1,000,000) per incident and One Million Dollars ($1,000,000) annual aggregate with an appropriate deductible by a carrier rated at A minus or better by A.M. Best providing for indemnification of DISPATCH to cover any loss arising as a result of any real or alleged negligence on the part of DISPATCH, its members, managers or employees with respect to DISPATCH's obligations pursuant to its limited warranties described in this Section 9.
10. DISCLAIMER OF WARRANTIES
WITH THE EXCEPTION OF THE WARRANTIES CONTAINED IN SECTION 9 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED "AS IS" AND DISPATCH AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER WHETHER EXPRESS OR, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DISPATCH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. LICENSEE EXPRESSLY AGREES THAT ITS USE OF THE PRODUCT IS AT ITS SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM DISPATCH OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF REMEDIES
WITH THE EXCEPTION OF THE WARRANTIES CONTAINED IN SECTION 9 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DISPATCH OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, LOSS OF SERVICE, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL OR ANY OTHER PECUNIARY LOSS), OR FOR ANY COMPENSATION, EXEMPLARY, PUNITIVE, OR DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF DISPATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, DISPATCH IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES SUSTAINED FOR ANY DAMAGE TO LICENSEE’S BUSINESS, WEBSITE(S), SOFTWARE OR HARDWARE, FOR ANY CHANGES OR UPDATES, WHICH DISPATCH MAY MAKE TO THE PRODUCT, FOR ANY PERMANENT OR TEMPORARY CESSATION OF THE PRODUCT OR ANY OF ITS FEATURES, FOR ANY INTERRUPTION, DELAY, INABILITY TO USE THE PRODUCT, , FOR LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FOR FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FOR FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, AND FOR SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY. IF LICENSEE’S USE OF THE PRODUCT RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, LICENSEE ASSUMES ANY COSTS THEREOF. WITH THE EXCEPTION OF THE WARRANTIES CONTAINED IN SECTION 9 ABOVE, DISPATCH's liability in contract, tort or otherwise arising out of or in connection with the PRODUCT or LICENSEE’s use of the PRODUCT shall not exceed the PRODUCT total payment paid directly to DISPATCH by LICENSEE or a maximum total liability to LICENSEE for all damages in the amount of one hundred dollars ($100 USD) whichever is less. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH INSTANCE ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU, AND THE MAXIMUM LIABILITY OF DISPATCH TO YOU IS $100.00 OR THE LOWEST AMOUNT ALLOWABLE UNDER THE APPLICABLE LAWS.
12. TECHNICAL SUPPORT
12.1 DISPATCH may choose to, but is not obligated, to provide technical support for the PRODUCT. Any availability of technical support shall be detailed on DISPATCH's website at http://JustDispatch.Me or, if applicable, via a separate contract with LICENSEE.

12.2 DISPATCH may develop and provide PRODUCT updates in its sole discretion, and LICENSEE agrees that DISPATCH has no obligation to develop any updates at all. DISPATCH may choose, but is not obligated, to supply PRODUCT updates for the purpose of including new features, feature enhancements, changes to documentation, bug fixes or any other changes to the PRODUCT as and when they become available, at DISPATCH’s sole discretion. LICENSEE further agrees that all updates will be deemed PRODUCT, all subject to all the terms of this Agreement. The foregoing does not limit DISPATCH’s issuance of new version or new release of the PRODUCT as a separate or new product, and DISPATCH may determine whether any issuance qualifies as a new version, new release or update in its sole discretion.

12.3 DISPATCH may at its sole discretion deliver licenses, technical support and software updates to LICENSEE through a designated agent including but not limited to delivery of invoices as appropriate and collection of payments.
13. PAYMENT TERMS & AUTOMATIC RENEWAL
13.1 LICENSEE agrees that the dollar amount in connection with the Option selected by LICENSEE in the Order Form is due upon the completion and submission of the Order Form. Payment is automatically deducted from LICENSEE’s Paypal account at the end of the period of service selected in the Order Form (hereinafter the “Initial Term”). Regardless of the length of the Initial Term, all further payments by LICENSEE to DISPATCH shall be made monthly and automatically. However, LICENSEE may chose to renew for a longer term, in which case payment shall be due upfront, provided that (i) such Option is available, at the time of such election, at http://JustDispatch.Me, and that (ii) LICENSEE notifies DISPATCH of this election at least ten (10) business days before the expiration of the Initial Term. LICENSEE hereby authorizes DISPATCH to automatically charge LICENSEE’s Paypal account, without further approval, on or before the fifth (5th) day of the month succeeding the Initial Period and each Service Period thereafter. Automatic charges will remain in effect unless and until LICENSEE terminates this Agreement in the manner provided in Section 14. DISPATCH reserves the right to adjust the payment due for each Service Period. LICENSEE shall notify DISPATCH of the adjusted amount at least thirty (30) days before the adjusted amount shall become due.

13.2 Pending Deactivation. On the first (1st) day that payment is declined, LICENSEE’s account shall be placed on pending deactivation status. LICENSEE will have ten (10) additional days before the unpaid account becomes Inactive, at which time access to the PRODUCT shall be denied to LICENSEE. Access to the PRODUCT remains operational during the ten (10) days pending deactivation.

13.3 Reactivation Fee. If LICENSEE has not made the outstanding payment, before 5:00 pm on the tenth (10th) day, a $50 reinstatement fee will be added to Licensee’s outstanding balance.

13.4 All payments are payable in advance in the manner set forth in the Order Form and are non-refundable.
14. TERMINATION
14.1 Licensee’s Right To Termination. The term of this Agreement shall continue to apply until terminated by either LICENSEE or DISPATCH. LICENSEE may terminate this Agreement at anytime by calling DISPATCH’s customer support line at (888) 510-2055 or by sending an email notifying DISPATCH of the termination at Cancellation@JustDispatch.Me. If cancellation is made on, or within, five (5) business days from the start of LICENSEE’S last Service Period, LICENSEE’s access to the Product shall be immediately terminated, and a refund for the last payment shall be processed, if applicable. If, however, your termination is made after five (5) business days from the start of your last Service Period, no refund shall be processed and your access to the Product shall continue for the remainder of the Service Period. LICENSEE’s termination of this Agreement shall not absolve LICENSEE from any amounts past due. However, upon cancellation, LICENSEE will not be obligated to pay any payments in connection with prospective Service Periods.

14.2 DISPATCH’s Right To Termination. DISPATCH may at any time, in its sole discretion, and without prior notice, terminate this Agreement if:
  • (i) LICENSEE breached a provision of this Agreement (or acted in manner which clearly shows that LICENSEE is unable to comply with its terms);
  • (ii) DISPATCH has determined, in its sole discretion, that it is not in the company's best interest to continue the business relationship with LICENSEE;
  • (iii) The provision of the PRODUCT to LICENSEE by DISPATCH is, in DISPATCH’s sole discretion, no longer commercially viable;
  • (iv) DISPATCH is required to do so by law; or
  • (v) DISPATCH is transitioning to no longer provide the PRODUCT in the area in which LICENSEE resides or uses the PRODUCT. Nothing in this Section shall affect DISPATCH’s rights under any other section of this Agreement. DISPATCH’s rights and remedies for the unauthorized use of the PRODUCT shall survive termination of this Agreement regardless of the reason for termination or which Party elected to terminate this Agreement.
15. ACKNOWLEDGMENT
BY USING THE PRODUCT, LICENSEE ACKNOWLEDGES TO HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS.
16. AGREEMENT PREVAILS
The terms of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any order submitted by LICENSEE with respect to the PRODUCT, associated documentation or ancillary sources.
17. DISPATCH’S FAILURE OR DELAY
DISPATCH shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to DISPATCH’s suppliers’ (including, but not limited to, DISPATCH’s hosting company), strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or LICENSEE equipment, loss and destruction of property or any other circumstances or causes beyond DISPATCH's reasonable control.
18. CHARGEBACK ACTION WAIVER
The PRODUCT is not a tangible product that can be physically delivered to LICENSEE. Proof of physical delivery is thus inadequate with regards to such items. LICENSEE agrees to waive the right to initiate chargeback action, through LICENSEE’s credit card, Paypal or bank account, for lack of proof of delivery.
19. NO RIGHT TO BACKUP ANY COPIES OF PRODUCT
As the PRODUCT is hosted, accessed and run through DISPATCH’s servers, LICENSEE is not permitted to create a Backup Copy or any other copy of the PRODUCT.
20. TIME-BARRED CLAIMS
LICENSEE agrees that regardless of any statute or law to the contrary or the applicable arbitration clause herein, any claim or cause of action LICENSEE may have arising out of or related to use of the PRODUCT or otherwise under these must be filed within one (1) year after such claim or cause of action arose or LICENSEE hereby agree to be forever barred from bringing such claim. The provisions of this section, entitled “Time-Barred Claims” shall be deemed to constitute a separate written legally binding agreement by and between you and us.
21. HEADINGS AND PUNCTUATION
The headings to the sections herein are for convenience only and are not to be used as an aid to the interpretation of this Agreement. Punctuation is used throughout this Agreement as an aid to clear understanding.
22. ASSIGNMENT
LICENSEE shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without DISPATCH's prior written consent, which consent DISPATCH may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving LICENSEE (regardless of whether LICENSEE is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which DISPATCH's prior written consent is required. No delegation or other transfer will relieve LICENSEE of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void.
23. ENTIRE AGREEMENT
THIS AGREEMENT, TOGETHER WITH THE ORDER FORM, CONSTITUTES THE ENTIRE AGREEMENT, ALL UNDERSTANDINGS AND ALL REPRESENTATIONS EXPRESSED OR IMPLIED BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCT AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN COMMUNICATIONS.
24. MODIFICATION
THIS AGREEMENT MAY BE MODIFIED BY DISPATCH FROM TIME TO TIME. DISPATCH SHALL CONSPICUOUSLY PUBLISH NOTICE OF ANY PROPOSED MODIFICATION ON ITS WEBSITE AT HTTP://JUSTDISPATCH.ME AT LEAST THIRTY (30) DAYS PRIOR TO SUCH MODIFICATION. IT IS LICENSEE'S RESPONSIBILITY TO CHECK DISPATCH'S WEBSITE FROM TIME TO TIME TO BE AWARE OF ANY PROPOSED MODIFICATION TO THIS AGREEMENT. ANY DOWNLOAD, PURCHASE AND/OR USE OF DISPATCH PRODUCTS BY LICENSEE FOLLOWING ANY MODIFICATION OF THIS AGREEMENT BY DISPATCH SHALL SERVE AS LICENSEE'S AGREEMENT TO SUCH MODIFICATION.
25. ARBITRATION AGREEMENT
DISPATCH and LICENSEE agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
  • - Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
  • - Claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);
  • - Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
  • - Claims that may arise after the termination of this agreement.
This agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable.

Notwithstanding any provision in this Agreement to the contrary, we agree that if DISPATCH makes any future change to this arbitration provision while you are a registered user of http://JustDispatch.Me, you may reject any such change by sending us written notice within thirty (30) days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.

YOU AND DISPATCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DISPATCH agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

BY AGREEING TO THIS AGREEMENT, YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.

For any claim related to this Agreement or this PRODUCT, excluding claims for injunctive or other equitable relief, where the total amount sought is less than five thousand U.S. Dollars ($5,000 USD), either DISPATCH or LICENSEE may elect at any point in or during a dispute or proceeding to resolve the claim through binding nonappearance-based arbitration. In such an event, the arbitration shall be conducted at the option of the party seeking relief, by telephone, online or based solely on written submissions. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
26. APPLICABLE LAW
The Federal Arbitration Act, applicable federal law, and Pennsylvania State Law, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between the Parties.
27. ALTERNATIVE GOVERNING LAW AND VENUE
If for any reason, the Arbitration Agreement shall not apply, LICENSEE and DISPATCH’s rights and obligations shall be governed by and interpreted in accordance with Pennsylvania State Law, excluding its choice of law rules. Any legal action or proceeding relating to your access to or use of the PRODUCT shall be instituted in a state or federal court in the State of Pennsylvania, County of Philadelphia. LICENSEE and DISPATCH agree exclusively and irrevocably to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
28. SEVERABILITY
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful void or unenforceable the provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way effect any other circumstances of or the validity or enforcement of this Agreement.
29. WAIVER
No delay neglect or forbearance on the part of either party in enforcing against the other party any term of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
30. LANGUAGE
This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail at all times.
31. SURVIVAL
The limitation on liability, warranty and any other limitation and restriction of use survive termination of the Agreement.
32. DEFINITIONS – FINAL PROVISISION
"Dispatch" has the meaning set forth in the preamble.
“Service Period" means the period commencing immediately after the Initial Period expires and, if applicable, any succeeding period of service.
“Inactive” means that Licensee has lost access access to the Product.
“Initial Term" means the period commencing on the date you initially download or accessed the Product, whichever occurs first, and lasting for the period of time set forth in the Order Form.
"Licensee" has the meaning set forth in the preamble.
"Licensor" has the meaning set forth in the preamble.
“Option” means one of the plan offer, as available as of the date this Licensee accesses the PRODUCT, at the following webpage http://justdispatch.me/pricing, incorporated by reference herein.
"Order Form" means the order form filled out and submitted by or on behalf of Licensee, and accepted by DISPATCH, for Licensee's purchase of the license for the Software granted under this Agreement.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
"Product" has the meaning set forth in the preamble.
"Third Party" means any Person other than Licensee or DISPATCH.
"Total Payment" means the license fees, including all taxes thereon, paid by Licensee for the license granted under this Agreement.