Terms of Service

SERVICES. For the avoidance of doubt, the Platform, Dashboard, and any software interface provided by DMS are not Services under this Agreement but are provided solely as tools to facilitate access to the Services. DMS makes no representations or warranties regarding the Platform or Dashboard except as expressly set forth herein. Individuals authorized by Customer to access the Services (each an “Authorized User”) may submit content or information to the Services or to DMS’s representatives, which includes information about an identifiable individual “Customer Personal Data”) and User Content (defined below) (collectively with Customer Personal Data, “Customer Content”), and Customer will have the sole right and responsibility for managing Customer’s use of it.

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by Customer’s removal of certain Customer Content, we will, in most cases, ask Customer to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.


SPECIFICATIONS AND TERMS. Quotations will be issued in accordance with the specifications and requirements set forth herein. Prices are subject to adjustment for any subsequent or amended orders. No modification to the Agreement shall be effective unless executed in writing and duly accepted by both parties. The Customer may, for its internal recordkeeping or administrative convenience, issue a purchase order referencing this Quotation; however, in the event of any inconsistency between such purchase order and the Agreement, the terms of the Agreement shall govern and prevail.


QUOTES. Quotations, except for paper, shall remain firm and valid for a period of thirty (30) days. If the Customer does not accept DMS’s quotation within that period, DMS reserves the exclusive right, at its sole discretion, to modify the quoted prices thereafter.


QUANTITY. A variance of up to ten percent (10%), either above or below the quantity agreed upon by the parties, shall be deemed an acceptable delivery and performance under the Agreement. Within such permissible range, DMS shall invoice for, and the Customer shall remit payment for, the actual quantity delivered.


CANCELLATION. If the Customer terminates or cancels an order after DMS has accepted it (“Termination for Convenience”), the Customer shall remain liable for all non-recoverable costs and expenses resulting from such cancellation, including without limitation the cost of materials, components, or goods procured, manufactured, or held in inventory for the order; any contractual commitments or liabilities to third parties that cannot be avoided through commercially reasonable efforts; and any other direct costs or damages reasonably attributable to the cancellation. These amounts represent a fair and reasonable estimate of DMS’s anticipated losses and shall constitute liquidated damages, not a penalty.


SUBCONTRACTORS. Unless expressly stated otherwise in the Quotation, DMS reserves the right to engage third-party suppliers 
(“Subcontractors”) to perform services or to provide products or material support in connection with the delivery of services. In all such instances, DMS shall act as the principal and shall remain the sole point of contact for the Customer with respect to the services, including matters related to payment. DMS shall retain full responsibility for all obligations, services, and functions performed by any Subcontractor, to the same extent as if such obligations, services, and functions were performed directly by DMS personnel. Furthermore, DMS shall not disclose any Confidential Information of the Customer (as defined herein) to a Subcontractor unless such Subcontractor has entered into a written agreement to maintain the confidentiality of such information under terms substantially equivalent to those set forth in these Terms.


PRODUCTION SCHEDULES AND DELAYS. Production schedules shall be mutually established and adhered to by both DMS and Customer. However, DMS shall not be liable for any failure to meet such schedules resulting from delays caused by the Customer or its agents, including delays in providing artwork, information, approvals, materials, or fulfilling other obligations. The Customer acknowledges that such delays may impact delivery timelines and additional costs. DMS is also not liable for delays due to factors beyond its reasonable control, including shortages of labor or materials, carrier or supplier delays, or similar disruptions. In such cases, schedules shall be extended by the duration of the delay. Pricing under this Agreement assumes full compliance by the Customer with all schedules and requirements. Any deviation may result in adjusted delivery timelines or additional charges. DMS may suspend performance until a revised schedule and/or pricing is approved in writing by the Customer.


ELECTRONIC FILES. DMS will use reasonable efforts to safeguard Customer’s electronic content and data files. However, DMS is not liable for accidental damage to media provided by the Customer, nor for the accuracy of any materials, data, or information supplied by the Customer. Any translation, editing, or programming required to utilize Customer-supplied files will be billed at DMS’s prevailing rates. The Customer is solely responsible for the accuracy of the data files provided. Any modifications to such files by DMS must be approved in writing by the Customer prior to use in production. DMS is not responsible for errors in printed materials resulting from inaccurate data provided or approved by the Customer.


PROOF APPROVALS. The requirement for electronic or physical proofs shall be mutually agreed upon by DMS and the Customer. Where proofs are required, the Customer must provide written approval or correction requests. DMS shall not proceed with further work until such approval is received. DMS is not liable for defects in printed or finished products following Customer approval of proofs, nor for defects where press or finishing proofs were not requested by the Customer. DMS shall not be responsible for reprinting or mailing costs associated with products previously approved by the Customer.


CUSTOMER MARKS. To the extent the services require the use of Customer’s trademarks or licensed intellectual property (“Customer Marks”), Customer hereby grants DMS a non-exclusive, royalty-free, non-transferable license to use such Customer Marks solely for the purpose of performing the services under this Agreement. Customer Marks include all trademarks, service marks, trade names, logos, insignia, trade dress, designs, and other similar intellectual property owned or provided by Customer.

STORAGE AND OWNERSHIP OF PROPERTY. If DMS provides storage for Customer materials including paper, semi-finished, or finished products, such storage will be billed at DMS’s prevailing rates. The Customer assumes all risks associated with stored materials and is responsible for maintaining adequate insurance coverage while such materials are held on DMS’s premises. The Customer hereby releases DMS from any liability for loss or damage to stored property, whether direct, consequential, or incidental. If storage fees remain unpaid for ninety (90) days, DMS may require the Customer to remove the stored materials. Should the Customer fail to do so within twenty (20) days of written notice, DMS may sell the materials and remit the proceeds to the Customer, less applicable storage and sale costs. Alternatively, DMS reserves the right to dispose of unclaimed materials following the same notice period.


PRIVACY POLICY AND PROTECTION OF PERSONAL DATA. By using the Services, you understand and acknowledge that your personal information will be collected, used, disclosed, and otherwise processed as set forth in our Privacy Policy. To the extent User Content includes Customer Personal Data subject to Data Protection Laws (as defined in the DPA), such Customer Personal Data will be collected, used, disclosed, and otherwise processed in accordance with the terms set forth in the DMS Privacy Policy, which is available to you at https://teamdms.com/privacy-policy and is hereby incorporated by reference.


ADDITIONAL CHARGES. Pricing in the Quotation is based on prevailing costs of services, labor, raw materials, and freight as of the date issued, and remains valid for thirty (30) days. If not accepted within that period, DMS reserves the right to revise pricing to reflect market changes. DMS will make commercially reasonable efforts to minimize increases and will promptly notify the Customer of any adjustments. Additional costs arising from the Customer’s failure to meet obligations, such as delays in providing materials or approvals, or the unsuitability of supplied materials, shall be borne solely by the Customer. DMS is not liable for spoilage or unusable work resulting from quality issues or shortages in Customer-supplied materials.


PAYMENT TERMS. If approved for credit, Customer shall remit payment in full within thirty (30) calendar days from the invoice date. Invoices not paid within this period will incur a finance charge of 1.5% per month or the maximum rate permitted by applicable law. Customer shall be liable for all costs incurred by DMS in collecting overdue amounts, including reasonable attorneys’ fees. In the event of Customer’s default under this or any other agreement with DMS, DMS may suspend services and withhold delivery of products or materials until full payment is received. DMS shall not be liable for any damages or losses resulting from such suspension or withholding due to nonpayment.


POSTAGE. Unless expressly stated in the Quotation, estimates and proposals exclude postage. Customer understands and acknowledges that DMS is an agent of the Customer for the sole purpose of purchasing postage from the USPS. As an agent of the Customer for this purpose, DMS negotiates and obtains favorable postage rates on behalf of its clients, manages payments for postage from its clients, and remits such payments to the USPS on their behalf. Prepayment of postage is required for all orders and is the sole responsibility of the Customer. The Customer must provide postage in sufficient time to meet the agreed mailing schedule. DMS reserves the right to withhold mailings until postage is received, or payment is verified. Any delays or additional costs incurred due to late payment or failure to provide postage are the Customer’s sole responsibility.


TAXES. Stated fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature including, for example, value-added tax or sales, use, or withholding taxes assessable by any jurisdiction (collectively, “Taxes”). Customer shall be responsible for all applicable sales, use, or similar taxes imposed by any governmental authority in connection with the sale, excluding taxes on net income, gross receipts, or personal property. No tax exemption will be recognized unless valid documentation is provided with the order or is already on file with DMS. If DMS is audited, Customer agrees to assist DMS in responding to the tax jurisdiction’s requests for information and, as necessary, challenging the tax jurisdiction’s findings as they relate to sales of the Services to Customer at its own expense. If such taxes are not included in DMS’s invoice but are later assessed by a taxing authority, upon notification by DMS, Customer shall promptly remit payment directly to the authority or reimburse DMS for any amounts paid on Customer’s behalf.


CONFIDENTIALITY. This Agreement involves the exchange of confidential and proprietary information (“Confidential Information”), including, without limitation, business strategies, customer lists, specifications, pricing, costs, financial and operational data, contractual relationships, forecasts, trade secrets, patents, and information related to current, future, or proposed products and services. Each party agrees to: (i) use the other’s Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement; (ii) maintain its confidentiality and not disclose it to any third party without prior written consent, except to affiliates, employees, officers, or legal advisors with a legitimate need to know and subject to confidentiality obligations no less stringent than those herein; and (iii) promptly notify the disclosing party of any unauthorized use or disclosure. Upon written request, the receiving party shall return or destroy all materials containing Confidential Information, except for copies retained under internal document retention policies, which shall remain subject to the confidentiality obligations herein. Each party acknowledges that any breach of this provision may result in irreparable harm, and the non-breaching party shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies.


ASSIGNMENT. Customer may not assign this Agreement or any rights hereunder without the prior written consent of DMS, except to its subsidiaries, affiliates, or a successor entity resulting from a merger or consolidation. Any permitted assignment shall be binding upon and inure to the benefit of the assigning party’s successors and assigns, provided such successors and assigns agree in writing to be bound by the terms of this Agreement.


WARRANTY. DMS warrants that its services will be of commercially acceptable quality and conform to the specifications outlined in the Quotation. Acceptance of this Agreement supersedes any conflicting liability terms in Customer’s documents. All claims for defects, damages, or non-conformance must be submitted in writing, accompanied by relevant samples, within thirty (30) days of delivery or discovery, whichever is later. Claims not made within this period are deemed waived. No action for breach of warranty may be initiated more than sixty (60) days after delivery. At its sole discretion, DMS’s liability under this warranty is limited to either (a) replacement of the non-conforming portion of the work or (b) a credit equal to the cost of reproducing the affected portion. THE FOREGOING WARRANTY IS EXCLUSIVE AND SUPERSEDES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE REMEDIES SET FORTH HEREIN CONSTITUTE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY DMS TO MEET THE STATED WARRANTY. CUSTOMER SHALL HAVE NO CLAIM AGAINST DMS UNDER CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, TRADE PRACTICES, OR ANY OTHER THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR POSTAL DISCOUNTS, EVEN IF DMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DMS’S TOTAL LIABILITY, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EXCEED THE FEES PAID BY CUSTOMER FOR THE SPECIFIC PORTION OF WORK GIVING RISE TO THE CLAIM. ANY TECHNICAL OR OTHER ADVICE PROVIDED BY DMS IS OFFERED AT THE CUSTOMER’S SOLE RISK, AND DMS SHALL NOT BE LIABLE FOR THE OUTCOME OF SUCH ADVICE.


INDEMNIFICATION. Customer represents and warrants that the execution, delivery, and performance of this Agreement, including all materials and instructions provided, will not infringe any intellectual property rights (including trademarks, copyrights, patents, or trade secrets), misuse personally identifiable information, violate applicable laws or regulations, or breach any organizational documents or material agreements. Customer further warrants that all content submitted for printing or mailing is lawful, non-infringing, and not defamatory. Customer agrees to indemnify and hold harmless DMS, its affiliates, and their respective officers, directors, agents, and employees from any claims, losses, damages, or expenses (including reasonable attorneys’ fees) arising from any actual or alleged breach of these representations. DMS reserves the right, in its sole discretion, to refuse to print, mail, or otherwise fulfill any order if it reasonably believes the Customer’s materials violate these terms, without liability.


RELATIONSHIP OF THE PARTIES. The relationship between DMS and Customer is that of independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Neither party shall have authority to contract for or bind the other in any manner.


SEVERABILITY. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions or of the affected provision in other jurisdictions. Upon such determination, the Parties shall negotiate in good faith to amend the Agreement in a manner that most closely reflects the original intent, while preserving its enforceability to the fullest extent possible.


GENERAL TERMS. This Agreement constitutes the complete and exclusive understanding between the parties and supersedes all prior proposals, negotiations, and communications, whether oral or written, relating to its subject matter. Customer acknowledges that no agent, employee, or representative of DMS is authorized to make any representation or warranty not expressly stated herein, and any such statements shall not be binding on DMS. DMS’s failure to object to additional or conflicting terms in Customer communications, including purchase orders or online terms, shall not be deemed acceptance of such terms. Notice of objection is hereby given pursuant to UCC § 2-207(2)(c).


GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Portland, Oregon, and waive any objection based on forum non conveniens. All goods, materials, and services are sold by DMS and purchased by the Customer in the State of Oregon. The Parties agree to attempt to resolve disputes and other problems regarding this Agreement with communication and respect for the interests of the other Party. Each Party irrevocably and unconditionally waives any right to a trial by jury in connection with any legal action arising out of or relating to this Agreement or the transactions contemplated herein. The prevailing Party in any legal proceeding shall be entitled to recover reasonable attorneys’ fees, costs, and expenses.