Terms and Conditions
Revised March 2021
This Terms and Conditions Agreement (“Agreement”) constitutes a binding legal contract between Dispoteca, LLC, a limited liability company having its principal place of business in Phoenix, Arizona (“Dispoteca” or “we” or “us”), and any individuals, companies or institutions using or accessing the services or website of Dispoteca (“Users”) or contracting for services or goods with Dispoteca (“Client”) (collectively, Users and Clients are referred to as “you”) (hereinafter, Dispoteca, Users, and Client are collectively referred to as the “Parties.”). Any request for service (“Request”) or continued use of the Dispoteca website located at dispoteca.com (the “Website”) is considered an acceptance of this Agreement, as it may be amended or supplemented from time to time without prior written notice. Changes to this Agreement will be effective when posted on the Website. The Agreement is effective as of the date of a Request or the accessing of the Website, whichever occurs first.
1. Dispoteca’s Service
Dispoteca provides businesses and institutions with end-of-life management services for computer equipment, using third-party providers, including the packaging, transporting, processing, testing, recycling, remarketing, purchasing, selling and/or destroying equipment, and offers features, applications, services, technologies, and software to assist in managing all aspects of electronic equipment end-of-life management services (the “Services”).
Dispoteca reserves the right, in its sole discretion, to refuse any Request at any time. Dispoteca reserves the right, in its sole discretion, to cancel any User’s access to the Website at any time.
2. User and Client Commitments
In return for Dispoteca’s commitment to provide the Services, Users and Clients are required to make the following commitments:
- You must be at least 18 years old.
- You must not be prohibited from receiving any aspect of our Services under applicable laws or engaging in payments related Services if you are on an applicable denied party listing.
- We must not have previously disabled your account for violation of law or any of our policies.
Additionally, Users and Clients are prohibited from doing the following:
- Impersonating others or providing inaccurate information.
- Violating or helping or encouraging others to violate this Agreement or Dispoteca’s policies.
- Interfering with or impairing the intended operation of the Services or Website.
- Attempting to create accounts or access or collect information in unauthorized ways.
- Attempting to create accounts or access or collect information for bad-faith reasons or for reasons not related to purchasing Services.
- Attempting to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials or badges of other users.
- Posting private or confidential information or doing anything that violates someone else’s rights, including intellectual property.
- Using a domain name or URL in your username without prior written consent.
Dispoteca may immediately disable or delete any account of a User or Client who it believes is violating these commitments.
“Equipment” shall mean all computer and electronic equipment accepted by Dispoteca for processing pursuant to the terms of this Agreement.
“Third Party” (or “Third Parties”) shall include, but not be limited to, the following: carriers, truckmen, cartmen, forwarders, agents, warehousemen, processors, and others to whom the Equipment is entrusted for transportation, cartage, handling, storage, delivery, and/or processing. Unless services are performed by persons or firms engaged pursuant to instructions from the Client, Dispoteca shall use reasonable care in its selection of Third Parties.
4. Nonconforming Equipment
Client agrees to only send computer and other office electronic Equipment and related materials to Dispoteca for processing. Dispoteca is not capable of processing hazardous materials that are not particular to electronic Equipment. Upon initial evaluation of each shipment, any Equipment that does not conform to the characteristics agreed to by Dispoteca in any material respect will be deemed nonconforming equipment (“Nonconforming Equipment”), and Dispoteca may revoke its acceptance of the Equipment, either orally or by email or other written means, within five (5) business days of Dispoteca’s discovery of the nonconformity. The revocation of acceptance shall be effective immediately upon receipt by the Client. If Client fails to notify Dispoteca within seven (7) business days following receipt of such notice as to any alternative lawful manner of disposition of the Nonconforming Equipment, Dispoteca shall prepare for lawful transportation and return the Nonconforming Equipment to the Client at the Client’s expense. Client shall pay Dispoteca for the reasonable costs of handling the Nonconforming Equipment, including but not limited to, costs for transporting, unloading, preparing, and caring for it.
Dispoteca retains the right not to service Nonconforming Equipment. However, if Dispoteca is willing and capable of servicing the Equipment, Dispoteca shall notify the Client of the nonconformance as mentioned above and provide the Client with the price for servicing the Nonconforming Equipment. If Client agrees to the price, the Nonconforming Equipment shall become conforming and shall be processed by Dispoteca in accordance with the terms of this Agreement or the Statement of Work (“SOW”).
Dispoteca shall be responsible only for its employees’, agents’, subcontractors’, or invitees’ negligence with respect to such Nonconforming Equipment.
5. Electronic Data on Equipment and Data Security
Equipment will not be returned once it has been picked up. It is Client’s responsibility to ensure any electronic data or information (“Data”) on the Equipment is backed up and remains with the Client. It is the Client’s responsibility to protect any confidential or sensitive data contained on Equipment. Dispoteca makes no recommendations regarding the Client’s data security needs or representations regarding the effectiveness of one method of data destruction over another.
6. Fees and Payment Terms
Dispoteca will charge you a fee based on the type of Equipment handled and services required, as outlined in the SOW. Estimated charges are based on best information available. Additional charges may apply for services not listed. Dispoteca reserves the right to institute additional charges upon notice to you. Dispoteca reserves the right to institute new services and charge fees in association with the provision of new services. Rates are subject to change without notice.
All Clients are subject to credit approval. Dispoteca intends to perform a credit check based on the information provided at the time of enrollment by the Client. The amount of credit, if any, granted to the Client is at the sole discretion of Dispoteca. Unless credit has been granted, all charges are due and payable when services are performed.
If a carrier is dispatched but is not permitted to perform a scheduled pick up, Dispoteca will charge the Client an attempt fee. Client may be charged an additional fee for cancellation of services. Dispoteca may assess supplemental charges where the work performed resulted in actual charges that exceed estimated charges. Dispoteca may amend or adjust the original quoted amount or re-invoice the Client if the original quoted amount was based upon incorrect information provided at the time of the original quote, or if additional services by the carrier were required or otherwise authorized by the Client to perform the pickup, transportation, and delivery functions therein. Client acknowledges and agrees that there shall be no refunds under this Agreement for any reason, including termination of this Agreement, regardless of the cause of such termination.
The Client shall be liable, jointly, and severally, for all charges payable on account of such Client’s shipment, including but not limited to transportation, fuel and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and Dispoteca’s attorney fees and legal costs allocable to this shipment and/or all disputes related thereto. Dispoteca shall have Dispoteca shall make no misrepresentation to induce overpayment from Client. It is Client’s responsibility to keep track of payment and to seek reimbursement for any balance overpaid. Dispoteca may, at its discretion, elect to refund an overpayment. Overpayments do not accrue interest. Any overpayment for which Client does not seek reimbursement within sixty (60) days of the payment is considered the property of Dispoteca, and Client forfeits any right of recovery regarding the overpayment. Client is responsible for redeeming Rebates. Dispoteca will not automatically apply Credit against invoiced charges without a written request from Client. Credit not redeemed within one hundred twenty (120) days of notice of such Credit is considered the property of Dispoteca, and Client forfeits any right of recovery regarding the Credit, unless Dispoteca has received a written request for Credit extension prior to forfeiture. Any payment from Dispoteca to Client not deposited within ninety (90) days of issuance is considered the property of Dispoteca, and Client forfeits any right of recovery regarding the payment, unless Dispoteca has received a written request from Client for reissuance prior to forfeiture.
All fees are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein (“Taxes”). Client shall be solely responsible for any applicable Taxes arising out of, or in connection with, this Agreement.
8. Declaring Higher Value to Third Parties
Dispoteca is NOT a carrier or processor. The general rules tariffs (“General Rules”) set forth by Third Parties performing duties in connection with the Agreement will, in every instance and in all legal proceedings, take precedence over this Agreement. If not stated within General Rules, Dispoteca’s terms as stated in this Agreement shall control. Third Parties to whom the Equipment is entrusted may limit liability for loss or damage. The Third Party’s limit of liability is declared value (“Declared Value”). Claimants must prove the Equipment’s value and measure of damages, and if the Third Party concludes it was negligent in handling the Equipment and there is liability, it will reimburse the claimant for those damages. However, the amount of payment cannot exceed the amount of Declared Value. Clients may gain peace of mind with extra protection for Equipment. Dispoteca will request excess valuation coverage only upon specific written instructions from Client, who must agree to pay any charges therefore. In the absence of written instructions from the Client, and the provision of excess valuation coverage, Equipment is subject to the terms of the Third Party’s limitations of liability. Unless requested to do so in writing and confirmed in writing to Client, Dispoteca is under no obligation to procure insurance on Client’s behalf. In all cases, Client shall pay all premiums and costs in connection with procuring requested insurance.
For any loss, damage, mis-delivery, or non-delivery of Equipment caused by the act, default, or omission of a Third Party, Dispoteca will file a claim with a Third Party and/or the Third Party’s insurance provider upon specific written instructions from the Client. The filing of a claim does not relieve the responsible Client for payment of charges. Where Dispoteca files a damage claim with carrier or agent on behalf of Client and receives recovery funds, Dispoteca has a lien on such recovery amounts and reserves the right to apply recovery amounts to open past due invoices on account. This includes recovery amounts received from carrier for freight charges and/or product damage claim amounts.
10. Representations and Warranties
You represent and warrant that: (a) you have full power and authority to enter into and perform this Agreement; (b) execution of this Agreement by you, and your performance of its obligations and duties do not and will not violate any agreement to which you are a Party or by which you are otherwise bound; and (c) that you will perform your obligations or exercise your rights hereunder in conformance with all applicable laws, rules, regulations and guidelines. DISPOTECA’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF DISPOTECA’S SERVICES IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY LAW, DISPOTECA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
You agree to defend (at Dispoteca’s request), indemnify, and hold Dispoteca harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with this Agreement or your use of the Services. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
12. Limitation of Liability
Dispoteca’s responsibility for anything that happens on the Services or Website (also called “liability”) is limited as much as the law will allow. If there is an issue with our Services or Website, we can't know what all the possible impacts might be. Clients and Users agree that Dispoteca will not be responsible (“liable”) for any lost profits, revenues, information, or data, failure to realize expected savings or any other business or economic loss, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to this Agreement, even if we know they are possible. This includes when Dispoteca deletes your content, information, or account. Dispoteca’s aggregate liability arising out of or relating to this Agreement will not exceed the fees actually paid to Dispoteca for the service(s) giving rise to the claim(s). Dispoteca shall not be liable for any loss or damage associated with Equipment packaged and/or shipped by you.
13. Intellectual Property and Content
Any and all intellectual property rights (“Intellectual Property”) associated with Dispoteca are the sole property of Dispoteca. Elements of Dispoteca-provided documents and Dispoteca websites (the “Content”) are protected by copyright, trademark, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part without the express written consent of Dispoteca.
Dispoteca reserves the right to use and display the logos and or trademarks of a Client in Dispoteca marketing collateral including but not limited to the Websites, press releases, or sales presentations without Client’s prior written consent. Client may terminate this right to use the logos and or trademarks at any time.
15. Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the State of Arizona. For any dispute, the parties agree to first attempt to resolve the dispute informally. In the event that the Parties are unable to resolve a dispute after sixty (60) days, the parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief which may be brought in federal or state courts situated in Maricopa County, Arizona) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration under the Optional Expedited Arbitration Procedures then in effect for JAMS. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Maricopa County, Arizona, unless the Parties agree otherwise. Each Party will be responsible for paying its applicable JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Nothing in this Section shall be deemed as preventing a Party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its confidential information, intellectual property rights or other proprietary rights.
16. No Waiver
Any amendment or waiver of this Agreement must be in writing and signed by Dispoteca. If Dispoteca fails to enforce any aspect of this Agreement, it will not be a waiver.
All notices, reports, and receipts shall be in writing and shall be deemed duly given on (i) the date of personal or certified mail return receipt requested delivery; or (ii) the date of transmission by telecopy or other electronic transmission service, addressed as follows:
If to Client:
Billing Contact as identified on a Request
If to Dispoteca:
If any of the provisions of this Agreement are declared by a federal, state, or local court of law to be invalid, such provisions shall be severed from this Agreement and the other provisions thereof shall remain in full force and effect.
The captions or headings used in this Agreement are for convenience only and are not intended to have any legal effect.
20. Unsolicited Material
We always appreciate feedback or other suggestions but may use them without any restrictions or obligation to compensate you for them and are under no obligation to keep them confidential.
21. Modifications to Terms of Service
Dispoteca reserves the right to change the Agreement at any time and to notify all interested parties by posting an updated version of the Agreement on the Dispoteca Website. All interested parties are responsible for reviewing the Agreement prior to using the Website or requesting Services. Continued request for service or use of the Website after any such changes shall constitute full consent to such changes.