By signing up for the Prodigy Dynamics LLC – DBM service (“Service”) or any of the services of Prodigy Dynamics LLC – DBM. (“dbmanagers.com”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Services offered by Prodigy Dynamics LLC – DBM under the Terms of Service include various products and services to help you create and manage a retail/wholesale B2B/B2C website, whether an online store (“Online Services”), a physical retail store (“POS Services”), or both. Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.dbmanagers.com/terms-of-service . Prodigy Dynamics LLC – DBM reserves the right to update and change the Terms of Service by posting updates and changes to the Prodigy Dynamics LLC – DBM website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
Prodigy Dynamics LLC will develop the ecommerce website store front for the client and host the website on Prodigy Dynamics LLC hosting partners’ servers.
The Client does not own or have any rights to the website skin/layout, website application files, graphics and videos that are designed and produced and supplied by Prodigy Dynamics LLC, static images, website banners/slides, and videos designed and produced by Prodigy Dynamics LLC, product data, daily inventory information or any other data or media supplied by the vendors, and will be on a monthly payment schedule to keep the Website active.
Prodigy Dynamics LLC provides the following services to the Client on a monthly service basis:
- Magento based E-commerce platform
- Website hosting & management
- Web skin design (frontend)
- Payment integration module
- Mobile Store Admin Login / Access
- Responsive website design – Automatic layout rendering on iphone, android and tablets
- Payment gateway integration – Authorize.net, Amazon, Paypal, Square, and others.
- System security patches as they are available from Magento
- SSL certificate secure checkout
- Daily backups
- Fully managed servers
- 24/7 Tech support
Monthly Data Maintenance Service
Ø Inventory Management – Update product inventory levels
Ø Product Management – Update product pricing and status
Ø Product Uploads – Upload new products as they become available from vendors, remove phased out and discountniued items.
Duties of the Client
The Client is to provide access to all information/documentation required by Prodigy Dynamics LLC in a timely manner, including but not limited to:
- Full access to the domain URL that the project will run on
- Provide Prodigy Dynamics product data, images, inventory and price updates of specific brand or brands.
If the Client fails to provide and/or commit to any of its duties as explained above, or for whatever reason fails to provide and/or commit to its duties in a timely manner, Prodigy Dynamics LLC cannot be held responsible for the delays, the failure of completing the Website, or the failure to maintain the Website.
Prodigy Dynamics LLC acknowledges and agrees that it shall not, during the term of this Agreement, or at any time thereafter, directly or indirectly, disclose or grant access to the Client’s confidential information about the Website to any third party without the Client’s consent, nor shall it use or exploit such information for any purpose other than those of the Client and the Website. This confidential information include the Client’s own information, its customers’ information and any other data populated by the Client into the Website.
Copyrights, Trademarks and Indemnification Agreement
The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Website or any other services contemplated herein; agrees to indemnify, defend and hold Prodigy Dynamics LLC harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, penalties, taxes, tariffs, suits, fines, or judgments that include reasonable attorneys’ fee, costs and expenses by reason of any claim arising out of or relating to any act or error or omission, or misconduct of the Client, its officers, directors, agents, employees or subcontractors; errors, omissions and misconducts including but are not limited to Client’s responsibilities such as copyright infringement on the Website content, customer complaints and lawsuits, violation of any state and federal regulations regarding the Website and its activities. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Prodigy Dynamics, its employees and contractors for inclusion in the Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Prodigy Dynamics LLC, its employees and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
Prodigy Dynamics LLC agrees to indemnify, defend and hold the Client harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments that include reasonable attorneys’ fee, costs and expenses by reason of any claim arising out of or relating to any act or error or omission, or misconduct of Prodigy Dynamics LLC, its officers, directors, agents, employees or subcontractors (contract developers); errors, omissions and misconducts including but are not limited to Prodigy Dynamics LLC’s responsibilities such as copyright infringement on the coding or the framework of the Website, violation of any state and federal regulations regarding the coding or the framework of the Website.
- Technical support is only provided to paying Account holders and is only available via email.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the State Of Florida United States without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Florida United States with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that Prodigy Dynamics LLC – DBM may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Prodigy Dynamics LLC – DBM’s website, available at https://www.dbmanagers.com/terms-of-serviceand such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Prodigy Dynamics LLC – DBM’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Prodigy Dynamics LLC – DBM service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of United States and the State of Florida. You will comply with all applicable laws, rules and regulations in your use of the Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Prodigy Dynamics LLC – DBM.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Prodigy Dynamics LLC – DBM or Prodigy Dynamics LLC – DBM, dbmanagers names, marks and/or variations and misspellings thereof.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Prodigy Dynamics LLC – DBM’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.dbmanagers.com/terms-of-service will prevail.
Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the Prodigy Dynamics LLC – DBM service. All Materials you upload remains yours. You can remove your Prodigy Dynamics LLC – DBM store at any time by contacting [email protected]
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Prodigy Dynamics LLC – DBM to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Prodigy Dynamics LLC – DBM can, at any time, review all the Materials submitted to its Service, although Prodigy Dynamics LLC – DBM is not obligated to do so.
- You retain ownership over all Materials that you upload to a Prodigy Dynamics LLC – DBM store dedicated to your business; however, by making your store public, you agree to allow others to view materials that you post publicly to your store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
Prodigy Dynamics LLC – DBM shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.
Limitation of Liability
- You expressly understand and agree that Prodigy Dynamics LLC – DBM shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
- In no event shall Prodigy Dynamics LLC – DBM or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Prodigy Dynamics LLC – DBM partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference or your violation of any law or the rights of a third party.
- Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Prodigy Dynamics LLC – DBM does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
- Prodigy Dynamics LLC – DBM does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
- Prodigy Dynamics LLC – DBM does not warrant that the quality of any product, services, information, or other materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
- Prodigy Dynamics LLC – DBM is NOT liable and does not warrant that the product information such as price, inventory, images and product specs received from the vendor portals are 100% accurate.
Prodigy Dynamics LLC Rights.
- We reserve the right to modify or terminate the Service for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate our these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Prodigy Dynamics LLC – DBM customer, Prodigy Dynamics LLC – DBM employee, member, or officer will result in immediate Account termination.
- Prodigy Dynamics LLC – DBM does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
- Prodigy Dynamics LLC – DBM retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Prodigy Dynamics LLC – DBM reserves the right to temporarily disable an Account until a resolution has been determined between the disputing parties.