DDS SUCCESS, LLC
This Service Agreement (“Agreement”) constitutes a binding contract between you (“Client”) and DDS SUCCESS (“DDS””), detailing the terms and conditions under which DDS will provide Client access to DDS Services.
BY REGISTERING FOR A DDS SUBSCRIPTION, CLIENT INDICATES ITS AGREEMENT
TO ABIDE BY THE TERMS OF THE AGREEMENT. Client agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by Client. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law which might otherwise limit its enforceability or effect because it was entered into electronically. Please print a copy of this Agreement for future reference.
- “Public Website” - means that portion of the Website that is available for use by any person without the need to be a client.
- “Subscription Website” - means the applicable portion of the Website that is available only to a Client.
- “Website” - means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in DDS's website located at www.ddssuccess.com (or such other web address selected by DDS from time to time, and includes the entirety of both the Subscription Website and the Public Website.
- “Services” - means the Public Website, the Subscription Website, and their entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, the Downloadables, and any documentation pertaining to the foregoing).
- “Downloadables” - refers to the files (documents, spreadsheets, slide-shows, photos, audio files, video files, and so on) that DDS may make available for download by Client.
- “Client” - refers to an individual/entity/organization/institution that has the right to access the Subscription Website via a Subscription Fee. A Client must be at least 18 years of age or, as applicable, the age of majority in the country, state or other jurisdiction in which the Client resides (and if a minor, have the permission of a parent or legal guardian to access the Subscription Website), and possess the legal right and ability to enter into binding contracts. Subscriptions to DDS are, by default, “Multi-User,” which is defined as an entity, organization, or institution that subscribes to the Services for use by its employees and business partners.
- “Subscription” - refers to a right to use the applicable portion of the Subscription Website as a Client.
- “Subscription Fee” - means the monthly fee billed to client for its Subscription
- “Billing Date” - Indicates the date each month that the recurring monthly Subscription Fee will be billed.
- “Virus” means any item or device (including any software, code, file or program) which is designed to i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2) Client WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.
- Subject to the terms of this Agreement, Client will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable right to access that portion of the Subscription Website applicable to the Subscription type purchased by Client. By agreeing to grant such access, DDS does not obligate itself to maintain the Website, or to maintain it in its present form. DDS may upgrade, modify, change or enhance the Services and convert a Client to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to Client’s use of the Services and on reasonable prior notice to Client (unless the change is of critical business importance or outside DDS’s control, in which case DDS will explain the reason for the changes as soon as is reasonably practicable).
- Client accepts that DDS in its sole discretion may, but is not obligated to, monitor the Services or any portion thereof, and/or to oversee compliance with this Agreement.
- Client promises, acknowledges, and agrees on behalf of itself and its Authorized End Users:
- Access privileges may not be transferred to any third-parties;
- It will not access, store, distribute or transmit any Viruses;
- It will comply with all applicable laws and regulations with respect to use of the Services;
- It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
- It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
- It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
- It will not delete or alter any copyright, trademark or other proprietary rights notices from Downloadables or other materials from the Website or contained in the Services;
- It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
- Client promises to obtain any and all consents required by law, including, but not limited to, (i) consent to transfer personally identifiable information of your Authorized End Users, and your representatives, to the United States, if applicable, (ii) consent to compile reports as to usage of the Services by your Authorized End Users and provide such reports to you, and (iii) any other consents that may be required in order for us to provide the Services to you and your Authorized End Users (such as any consent required by a governmental agency, your Authorized Users, the parents or legal guardians of your Authorized End Users (where necessary), etc.
- Client agrees on behalf of itself and its Authorized End Users, where applicable, to treat password, usernames, and other security information (“Authentication Information”), as confidential and to not provide any other person with access to the Subscription Website or portions of it using Client’s (or the Authorized End User’s) Authentication Information. Client will notify the DDS immediately of any unauthorized access to, or use of, Authentication Information. The DDS has the right to disable any Client or Authorized End User access to the Services at any time, in its sole discretion [for any or no reason, including] if, in the DDS’s opinion, Client and/or Authorized End User has violated any provision of these Terms of Service or appear likely to do so.
- The Services are owned by DDS, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- No right, title or interest in or to the Services or any portion thereof, is transferred to any Client or Authorized End User, and all rights not expressly granted herein, are reserved by DDS.
- The DDS name, the DDS logo, and all related names, logos, product and service names, designs and slogans, are trademarks of the DDS or its affiliates or licensors. Client may not use such marks without the prior written permission of the DDS. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
3) AVAILABILITY OF WEBSITE.
Client recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold DDS liable for delays that are ordinary in the course of Internet use. Client further acknowledges and accepts that Client and its Authorized Users will not have access to the Services while DDS is upgrading, modifying or performing standard maintenance of the Website.
4) INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
5) COMPANY OBLIGATIONS.
DDS will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled site modifications, maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by DDS, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to DDS's instructions, or modification or alteration of the Services by any party other than DDS. If the Services are in non-conformance with the foregoing undertaking, DDS will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance.
6) FEES AND PAYMENT.
- Subscription. The DDS Subscription is provided on a monthly basis which will renew automatically until Client cancels the Subscription in accordance with the Cancellation Policy below.
- Subscription Fee. Subscription Fees for access to the Services are billed monthly in advance of Service. DDS reserves the right to change the Subscription Fee at any time after providing Client with a minimum of 30 day advance notice. Subscription Fees paid are non-refundable.
- Billing and Payment. Client authorizes DDS to bill Client’s credit card for the first Subscription Fee on the purchase date, and then on or near the corresponding date of every month that follows while the Subscription remains in effect. If, for any reason, Client’s Subscription Fee is not timely paid, Client agrees that DDS may suspend or terminate Client’s subscription to the Services. DDS may charge a fee for reinstatement of suspended or terminated accounts. Client agrees that until its subscription to the Services is properly cancelled in accordance with the Cancellation Policy below, it will continue to accrue charges for which it remains responsible, even if it does not use the Services. Unless otherwise expressly stated, all fees are stated in United States dollars.
- Taxes. Client is responsible for all applicable sales, use, transfer or other taxes and all duties which are imposed by reason of Client’s purchase of the Subscription or use of the Services.
- Cancellation. Client may cancel its subscription at any time by sending an email from the primary email account provided at the time of registration to [email protected] with “Cancel” in the subject line. The reason for cancellation may be included in the body of the email at Client’s option. THE CANCELLATION EMAIL MUST COME FROM THE Client’S PRIMARY EMAIL. DDS WILL NOT ACCEPT A CANCELLATION REQUEST FROM A Client EMPLOYEE OR OTHER AUTHORIZED USER.
- Timing of Cancellation. If the Cancellation request is received by DDS at least 3 business days prior to Client’s next scheduled billing date, Client’s Subscription will be effectively cancelled as of the last day of Client’s current Subscription term. If a cancellation request is received by DDS less than 3 business days prior to Client’s next scheduled billing date, Client will be billed for one additional Subscription Fee, and have access to the Services for one additional Subscription term. Cancellation will not affect the rights or liabilities of either party that accrued prior to termination.
- DDS Termination. DDS reserves the right to immediately terminate or suspend access to all or any portion of the Services for violation or suspected violation of any provision of this Agreement. In the event DDS terminates Client’s access, DDS will refund a prorated portion of the Subscription Fee Client paid for the month of termination. Termination will not affect the rights or liabilities of either party that accrued prior to termination.
7) CANCELLATION AND TERMINATION.
Client agrees to maintain the confidentiality of the DDS’s Confidential Information. For the purposes of this Agreement, the term “Confidential Information” includes all portions of the Services.
9) THIRD PARTY LINKS OR INFORMATION.
10) DISCLAIMERS OF STATEMENTS/WARRANTIES.
11) LIMITATION OF LIABILITY.
IN NO EVENT SHALL COMPANY, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR MANAGERS (COLLECTIVELY “DDS AND AFFILIATES”) BE LIABLE TO Client OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO OR FROM THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Client’S EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF “DDS AND AFFILIATES”, IF ANY, FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY, SHALL BE LIMITED TO THE LESSER OF (I) THE AMOUNT PAID BY Client TO COMPANY IN SUBSCRIPTION FEES DURING THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE, OR (II) TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. DDS DOES NOT EXCLUDE OR LIMIT ITS LIABILITY FOR MATTERS FOR WHICH IT WOULD BE ILLEGAL FOR DDS TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Client WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE SERVICES BY Client OR ITS AUTHORIZED END USERS.
Client agrees to compensate and defend fully DDS, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by Client of any representation, warranty, covenant, obligation or duty of Client under this Agreement.
Provisions relating to confidentiality, proprietary rights, payment of fees, disclaimer of warranty, indemnification, and limitation of liability shall survive any termination of this Agreement.
Except for any provisions determining the primary contractual obligations of Client and DDS hereunder, DDS has the right to revise and amend this Agreement from time to time. Changes are effective immediately upon posting and Client’s continued use of any of the Services following the posting of the revised Agreement means that Client agrees to the changes, to the extent permitted by applicable laws.
16) GOVERNING LAW AND VENUE.
This Agreement shall be construed and governed by the laws of the State of Florida, without regard to the principles of conflict of laws thereof, with any legal action or proceeding regarding this Agreement to be held in the federal or state courts for the State of Florida, County of Pinellas.
Legal notices may be sent to DDS at [email protected] (if by email), or by a commercial overnight carrier service to DDS Success, LLC, Attention: Legal Department, 11800 30th Court North St. Petersburg, FL 33716. Notices to Client may be sent to the email address supplied by Client as part of its registration data, as updated from time to time, or DDS may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Client to the extent permitted by applicable law.
18) FORCE MAJEURE.
DDS will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by a Force Majeure Event, including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
21) NO THIRD-PARTY BENEFICIARIES.
No person or entity not a party to these Terms of Service will be deemed to be a third-party beneficiary of these Terms of Service or any provision hereof.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
23) WAIVER AND AMENDMENT.
If DDS fails to insist upon strict performance of Client’s obligations under this Agreement, or if DDS fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this will not constitute a waiver of such rights or remedies and will not relieve Client from compliance with such obligations. No waiver by DDS of any default will constitute a waiver of any subsequent default, and no waiver by DDS of any of a provision of this Agreement will be effective unless it is expressly waived in writing and delivered to Client.
25) COMPLETE UNDERSTANDING.
Unless otherwise stated, the contents of this site including, but not limited to, the text and images contained herein and their arrangement are the property of DDS or its licensors and are protected by U.S. and international copyright laws. All rights not expressly granted are reserved. All trademarks used or referred to in this site are the property of their respective owners.
By use of this site, you acknowledge that a breach of any confidentiality or proprietary rights of DDS may cause DDS irreparable damage, for which the award of damages would not be adequate compensation. Consequently, DDS may seek an injunction enjoining any breach or threatened breach of its confidentiality or proprietary rights, in addition to any other relief to which DDS may be entitled at law or in equity.
Links on this site may lead to services or sites not operated by DDS. No judgment or warranty is made with respect to such other services or sites and DDS takes no responsibility for such other sites or services. A link to another site or service is not an endorsement of that site or service. Any use you make of the information provided on this site, or any site or service linked to by this site, is at your own risk.
This site and its contents are provided "as is" and with the understanding that DDS is not herein engaged in rendering professional advice and services to you. DDS makes no representation or warranty of any kind with respect to this site or any site or service accessible through this site. DDS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN NO EVENT WILL DDS, ITS OWNERS, MANAGERS, OFFICERS, EMPLOYEES OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA) WITHOUT REGARD TO THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, OR ANY CONTENT ON OR ACCESSED THROUGH THIS SITE OR ANY LINKED SITE OR ANY COPYING, DISPLAYING OR USE THEREOF.
You are responsible for complying with the laws of the jurisdiction from which you are accessing this site and you agree that you will not access or use the information on this site in violation of such laws. Unless expressly stated otherwise, any information submitted by you through this site shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, we recommend that you not submit information you consider confidential.
Software, functionality, and/or features (collectively, “Service Functionality”), that may be available on or through Website from time-to-time, is subject to United States Export Controls. No Service Functionality from the Website may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using any Service Functionality, Client represents and warrants that it (and its Authorized End Users, where applicable) are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Website may be accessible worldwide, DDS makes no representation that materials on the Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Website from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.
DDS does not accept idea submissions via the internet or outside of business relationships specifically established for such purposes. Importantly, DDS cannot and does not treat any such submissions in confidence. Accordingly, please do not communicate unauthorized idea submissions to DDS through this site. Any ideas disclosed to DDS outside a pre-existing and documented confidential business relationship are not confidential and DDS may therefore develop, use and freely disclose or publish similar ideas without compensating you or accounting to you. DDS will make every reasonable effort to return or destroy any unauthorized idea submissions without detailed review of them. However, if a review is necessary in DDS's sole discretion, it will be with the understanding that DDS assumes no obligation to protect the confidentiality of your idea or compensate you for its disclosure or use. By submitting an idea or other detailed submission to DDS through this website, you agree to be bound by the terms of this stated policy.
If you have any concern about any of the content posted on this site, or if you believe your intellectual property right (or any such right you are responsible for enforcing) is infringed upon by any content on this site, please write to DDS at: DDS Success, Attn: Legal Department, 11800 30th Court North, St. Petersburg, Florida 33716. Please include in your correspondence:
the copyright worked claimed to have been infringed,
the material that is claimed to be infringing,
information sufficient to permit us to contact you, and
a statement of your authorization to act on behalf of a right that is allegedly infringed.
If you have any questions now or during your visit, please contact us using the Contact DDS form located on our website.
Last updated November 9, 2017