Terms of service

TERMS & CONDITIONS OF SALE

Last updated: Nov 7, 2025

SCOPE: These terms and conditions of sale apply to all quotations made and products (“Products”) offered and sold by Digital Strings Music Inc. (“Digital Strings”) to a person or entity to which Digital Strings is providing Products to (“Buyer”). No terms stated by Buyer in any purchase order, acceptance, or acknowledgement will become part of these terms and conditions unless expressly agreed to and accepted by Digital Strings in writing and Digital Strings hereby rejects any additional supplementary, or conflicting terms. Buyer’s payment for the goods, whether in full or in installments, shall conclusively confirm attest to these terms and conditions. Digital Strings’ failure to otherwise object to provisions contained in any communication from Buyer shall not be deemed a waiver of rights or of any of these terms and conditions. All orders, offers, and contracts must be approved and accepted by Digital Strings in writing 

PAYMENT AND TERMS: All prices and dollar amounts set out for the Products for Digital Strings Products are in Canadian Funds. Unless otherwise specified by Digital Strings in writing, (a) all prices are valid for thirty (30) days from quotation by Digital Strings, unless otherwise specified, and (b) all invoices are due and payable on receipt from the date of invoice. On any past due invoice outstanding for greater than seven (7) days, Digital Strings may charge interest from the payment due date to the date of payment (at 1-1.5% per month, on a compounded basis), plus reasonable attorney fees and collection costs. All prices are exclusive of shipping and handling charges, insurance, customs or other related charges. Each shipment will be considered a separate and independent transaction and payment therefore shall be made accordingly. Products held for Buyer shall be at the sole risk and expense of Buyer. 

DELIVERY: Unless otherwise expressly agreed to in writing, all sales are made Ex Works. Title passes to Buyer and the liability as to delivery of Digital Strings ceases upon delivery to the carrier at the shipping point. All claims for damages must be filed with the carrier. All shipments will normally be made by common carrier parcel post, air express, or air freight. Unless the Buyer provides specific  shipping instructions, Digital Strings may determine the shipping method in its sole discretion. Shipping or freight charges and insurance will be paid by the Buyer and added to the invoice or billed collect. Delivery dates are approximate and subject to delay due to events beyond the reasonable control of Digital Strings, and Digital Strings will not be held liable or responsible for any such delays in delivery. 

TAXES: Prices are exclusive of taxes, impositions and other charges, including (but not limited to) the following: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, document fees and import duties. Digital Strings will invoice Buyer for sales tax unless Buyer has provided Digital Strings with a proper tax exemption certificate, in a form acceptable to Buyer. 

CANCELLATIONS: Buyer may cancel orders within seven (7) business days through written notice and upon approval by Digital Strings and payment to Digital Strings of cancellation charges which may include, among other things, all costs and expenses incurred and, to cover commitments made by Digital Strings, a reasonable profit thereon. Any determination of such cancellation charges by Digital Strings is conclusive. Orders of Products designated as “NCNR Products” may not be canceled or modified and Buyer shall purchase all inventory that is purchased, processed or finished by Digital Strings as a result of Buyer’s order for such NCNR Products. 

PROPRIETARY RIGHTS/SOFTWARE: Digital Strings retains all proprietary rights in the Products. Software or firmware is licensed in accordance with applicable license agreements. Buyer will not attempt to decompile, disassemble, or reverse-engineer said software or firmware. 

LIMITED WARRANTY: Digital Strings warrants its Products against defective materials or workmanship for a period of two (2) weeks from date of delivery. Product accuracy may degrade after use, depending on the operating conditions, and does not constitute a material or workmanship defect. The liability of Digital Strings under this warranty is limited solely to repair, replacement, or refund, at the option of Digital Strings, and applies only if: (a) Digital Strings is promptly notified in writing by Buyer during the two (2) week warranty period of any defect or nonconformance in the Product; (b) Buyer obtains authorization from Digital Strings to return the defective Product; (c) the defective Product is returned to Digital Strings with transportation charges paid by Buyer; and (d) the examination by Digital Strings of such Product discloses to its satisfaction that any defect or nonconformance was not caused by negligence, misuse, accident, or unauthorized repair or alteration by a person other that Digital Strings. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF DIGITAL STRINGS. 

REPAIRS: Repair services for the purchased Products(s) are provided for up to one (1) year from the date of purchase. Eligible repairs cover defects from normal use; however, damages resulting from misuse, unauthorized modifications, accidents, or negligence may not be covered. Buyer must notify Digital Strings of issues, obtain authorization, and cover shipping costs. Repair services beyond the standard warranty period will incur charges, and customers must approve costs before services commence. Full payment is required before the repaired Product is shipped back, and delayed payment may result in delayed product return. Unauthorized repairs void the warranty and repair coverage. The Company's liability is limited to repair or replacement, with no responsibility for consequential, incidental, or indirect damages. The Company reserves the right to determine eligibility and may modify or terminate this provision at its discretion. 

LIMITATION OF LIABILITY: In no event will Digital Strings be liable for indirect, punitive, special, incidental, exemplary, consequential damages or other damages of any kind (other than direct damages) sustained from any cause relating to the Products of Digital Strings or arising out of any legal theory, whether contract, negligence, or otherwise. This limitation of liability includes any liability that may arise out of third-party claims, and Buyer agrees to procure such insurance, if any, as it deems appropriate to cover such claims. In no event shall Digital Strings be liable to Buyer in an amount exceeding the purchase price of the subject Product. Any lawsuit by Buyer against Digital Strings shall be filed within one (1) year from delivery of the Product by Digital Strings. These limitations shall apply notwithstanding any failure of essential purpose or of any limited remedy provided herein. 

INDEMNIFICATION: Buyer shall defend, indemnify, and hold harmless Digital Strings and its officers, directors, agents, representatives, employees, suppliers, and affiliates harmless from any and all sums, claims, costs, duties, suits, actions, losses, damages, legal fees, obligations, liabilities, and liens arising out of (a) Buyer’s purchase, use, possession, ownership, operation, condition, transfer, export, transportation, or disposal of Products, (b) Buyer’s violation or alleged violation of any foreign, federal, provincial, or local laws or regulations, including without limitation, the laws and regulations governing product safety, and (c) Buyer’s breach of these terms and conditions. 

WAIVER: No waiver of any violation or nonperformance of these terms and conditions in one instance shall be deemed to be a waiver of any subsequent violation or nonperformance. All waivers must be in writing and delivered to the other party 

SEVERABILITY: If one or more provisions of these terms and conditions are held to be invalid or otherwise unenforceable under applicable law, such provision shall be excluded from these terms and conditions and the remainder of these terms and conditions shall remain enforceable. The parties agree and request that a court of competent jurisdiction or arbitrator modify any such invalid or otherwise unenforceable provision such that it is enforceable to the greatest extent possible. 

GOVERNING LAWS: These terms and conditions of sale shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.