Terms and Conditions

TERMS OF SERVICE

This End-User License Agreement (“Agreement”) to use Domain Skate’s software is entered into by and between Domain Skate, LLC (“DS”) and the Customer.  This Agreement becomes effective on the date the Customer purchases the services described below and clicks on the box indicating that the Customer accepts these terms of service.

Agreement

This Agreement describes the terms governing your use of the DomainSkate software including content, updates and new releases (collectively, the “DS Software”) and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference the Privacy Policy available on the DomainSkate.com website or provided to you in writing; additional Terms and Conditions for the package that you have selected, including any licenses, terms of service or other terms of use offered in connection with the DS Software; and, any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.

License Grant and Restrictions

The DS Software is protected by copyright, trademark, trade dress, trade secret, and other intellectual property laws.  You are only granted certain limited rights to install and use the DS Software, and DS reserves all other rights in the DS Software not granted to you in writing herein.  As long as you meet any applicable payment obligations and comply with this Agreement, DS grants you a personal, limited, exclusive, non-transferable, revocable license to use the DS Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with DS’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by DS for the DS Software. You acknowledge and agree that the DS Software is licensed, not sold.  You agree not to use the DS Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by DS in writing, you agree you will not: Provide access to or give the DS Software or any part of the DS Software to any third party; Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the DS Software; Transfer your license to the DS Software to any other party without express written permission from DS; Attempt unauthorized access to any other DS systems that are not part of the DS Software; Permit any third party to benefit from the use or functionality of the DS Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or Upload, host, use or access the DS Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement. If you violate any of these terms, this Agreement and your license to use the DS Software may be terminated by DS in its sole discretion.

No Guarantee

DS has made no representations, promises, warranties or guarantees to Customer, expressed or implied, regarding the results and potential problems/issues identified by the DS Software, and nothing in this Agreement shall be construed as such a representation, promise, warranty or guarantee. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO EXPRESS WARRANTIES HAVE BEEN MADE, AND EACH PARTY EXPRESSLY DISCLAIMS IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR USE BY EITHER PARTY OR BY ANY THIRD PARTY, REGARDLESS OF WHETHER A CLAIM OR ACTION IS ASSERTED IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN.

Representations

Customer’s Representations. In using the DS Software, Customer represents and warrants that (i) Customer has all necessary rights, permissions and authorizations to enter into this Agreement; (ii) neither Customer’s content nor DS’s use of any or all of Customer’s content as contemplated under this Agreement does or will infringe, violate, or misappropriate any proprietary or intellectual property rights of any entity; (iii) by entering into this Agreement and performing hereunder, Customer will not be violating or breaching any other contract, agreement, commitment, promise, understanding or arrangement to which Customer is a party; (iv) where Customer fails to adhere to any of the provisions listed herein Customer indemnifies, absolves, and holds harmless DomainSkate from any liability stemming from Customer’s failure to adhere to the provisions herein.

DomainSkate represents and warrants that (i) it has all necessary rights, permissions and authorizations to enter into this Agreement; (ii) it has all necessary licenses, rights, permissions and authorizations to use and to permit Customer to use the DS Software; (iii) the Limited Scope of Services will not infringe, violate, or misappropriate any proprietary, industrial or intellectual property rights of any entity; and (iv) by entering into this Agreement and performing hereunder, DS will not be violating or breaching any other contract, agreement, commitment, promise, understanding or arrangement to which DS is a party.

The DomainSkate.com website and its owner exist solely within the state of New York. Customer agrees that regardless of where Customer resides or where Customer’s browser is physically located, the viewing and use of DS’s Software, including DomainSkate.com, occurs solely within the County of New York in the State of New York, and that all content shall be deemed to be served from New York, New York, as if Customer had physically traveled there to view the site. Customer agrees that New York law shall govern any disputes arising from use of the DomainSkate.com website.

DomainSkate.com and its parent company are not responsible for the quality of any attorney retained by Customer, and Customer agrees to hold DS harmless. In the event any liability is found on the part of DomainSkate, it will be limited to the amount paid for DomainSkate’s services, and under no circumstances will there be consequential, special or punitive damages.

Agreement for Binding Arbitration

DS does not anticipate having any disagreements with the Customer about the quality, cost or appropriateness of its services, but if any concerns about these matters arise, please notify us immediately. DS will endeavor to resolve any disagreements in a fair and amicable manner.  If it is not possible to resolve the disputes ourselves, then each of us hereby agrees that all disputes or claims between us of any nature whatsoever, including but not limited to those relating to our fees or the quality or appropriateness of our services, shall be resolved by binding arbitration. DS and Customer choose arbitration because it is usually less expensive and quicker than litigation and will allow us to resolve our disputes privately.

The arbitration shall be conducted in New York, N.Y. by the Judicial Arbitration and Mediation Services (“JAMS”).  The arbitrator must decide all disputes in accordance with the chosen association’s rules and in accordance with New York law, and shall have the power and obligation to decide all matters submitted, including arbitrability and legal questions raised in any pleadings.  In the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that their respective rights and obligations shall be governed by the laws of the State of New York, excluding its choice of law rules.  Furthermore, in the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that any and all legal action or proceedings shall be instituted in a state or federal court in New York, and in either New York or King’s County.

The Customer understands that it is free to consult with other counsel about the wisdom of agreeing to arbitration or to any other term of this agreement before accepting it, and the Customer agrees that it is voluntarily accepting this agreement.

Severability

If any section of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such section in every other respect and the remainder of this Agreement shall continue in effect.

Changes to this Agreement or the DS Software

We may change this Agreement from time to time, and the changes will be effective when posted on our website for the DS Software or when we notify you by other means.  Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you.  We may also change or discontinue the DS Software, in whole or in part, including but not limited to, any feature or aspect of the DS Software, Internet based services, pricing, technical support options, and other product-related policies.  Your continued use of the DS Software after DS posts or otherwise notifies you of any changes, indicates your agreement to the changes.

General

I understand that the DomainSkate.com website was created by Domain Skate, LLC in New York, New York, and I understand that DomainSkate.com is a software solutions company that helps clients protect their company and brand names online by identifying potential problems to clients. I understand that DomainSkate.com is not a law firm.  I fully understand that DomainSkate.com cannot and does not provide either legal advice or legal services. I understand that DomainSkate.com employees cannot answer any legal questions requiring analysis of my specific facts with domain name arbitral panel decisions or U.S. federal or state law. I understand that DomainSkate.com customer service representatives can only answer website usability questions and other non-legal questions about content on the DomainSkate.com website.

This Agreement is the entire agreement between you and DS and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement.  If any arbitration provider and/or court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement.  The remaining terms will be valid and enforceable.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of DS.  However, DS may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by DS or (c) a successor by merger.  Any assignment in violation of this Section shall be void.

If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact DS via an email to: help@domainskate.com