User License Agreement

the below user license agreement is presented to the user at the time of first launch and must be agreed to to proceed a related but distinct agreement governs image sharing terms docid\ rapii6cmp68ooruzyyvlc if you actively choose to share images with dt docid 6yfcofsmxk4gawy6 wgdg (remember your images are never shared to dt unless you take specific action to do so, as outlined in that document) we are not a giant faceless corporation if you (or your lawyers) have some reasonable objection to any of the below please let us know so we can work with you to see if we can modify them dt nexus user license agreement this user license agreement ("agreement") is entered into by and between digital transitions, inc (the "company") and the user of the referenced software (the "user") (each, a "party", and collectively, the "parties") acceptance of agreement by clicking to accept this agreement, installing, accessing, or using the software, user acknowledges that user has read, understands, and agrees to be bound by this agreement if user does not agree to this agreement, user may not install, access, or use the software 1\ license; permissions subject to the terms and conditions of this agreement, the company grants to user a limited, revocable, non exclusive, non sublicensable, non transferable, and non assignable right and license to access and use the software solely by authorized users and solely in accordance with the applicable license entitlement and this agreement "software" means the dt nexus software and any related updates, upgrades, modifications, documentation, or materials made available by the company "authorized users" means natural persons, whether employees, contractors, or other agents of user, who are authorized by user to access and use the software on user's behalf and in accordance with this agreement 2\ license entitlement user's right to access and use the software is limited to the scope, term, quantity, and other restrictions set forth in the applicable license, order, quote, invoice, subscription record, account record, or other written authorization issued or approved by the company user may not exceed the authorized license entitlement or permit access to the software by any person other than an authorized user the company reserves the right to monitor usage of the software for purposes of verifying compliance with applicable license entitlements and this agreement 3\ restrictions user shall not, and shall not permit any authorized user or third party to (a) use the software in any manner that exceeds or circumvents the applicable license entitlement or other restrictions conveyed by the company; (b) license, sublicense, sell, resell, rent, lease, transfer, distribute, share, or otherwise make the software available to any third party except as expressly permitted by this agreement; (c) reverse engineer, decompile, disassemble, modify, adapt, translate, or otherwise attempt to derive source code or underlying algorithms from the software, except to the extent such restriction is expressly prohibited by applicable law; (d) use the software to develop, train, enhance, or provide a competing product or service; (e) use automated tools, bots, scripts, scraping, extraction, harvesting, or similar methods to access or use the software for any unauthorized purpose; (f) use the software in a manner that infringes, misappropriates, or otherwise violates any third party rights or applicable law; (g) bypass or breach any security measure or access control used in connection with the software; (h) use the software in connection with any unlawful, harmful, fraudulent, deceptive, or offensive activity; or (i) use, export, re export, or otherwise transfer the software in violation of applicable export control, sanctions, or trade compliance laws or regulations 4\ reservation of rights the company reserves all rights not expressly granted to user in this agreement except for the limited rights and licenses expressly granted herein, nothing in this agreement grants user or any third party any intellectual property right or other right, title, or interest in or to the software or the company's intellectual property or proprietary information all use of the software by user shall inure solely to the benefit of the company 5\ subscription term this agreement shall commence on the date user first clicks to accept this agreement, downloads, installs, accesses, or uses the software and shall continue until terminated in accordance with this agreement or until user's applicable subscription, license, trial, or other authorization expires or is terminated the term of any paid subscription, license, trial, or other entitlement will be the period stated in the applicable order, quote, invoice, account record, or other written authorization issued or approved by the company 6\ termination the company may suspend or terminate user's access to the software immediately, with or without notice, if user breaches this agreement, fails to comply with applicable licensing or payment obligations, uses the software in an unauthorized manner, or if the company reasonably believes that user's use of the software poses a security risk or may subject the company or any third party to liability user may terminate this agreement at any time by ceasing use of the software upon expiration or termination, user and its authorized users shall immediately cease all use of the software and shall have no further rights or permissions with respect to the software 7\ data; privacy user acknowledges and agrees that the company may collect, use, store, process, transmit, and disclose information related to user's access to and use of the software for legitimate business purposes, including providing, maintaining, securing, improving, supporting, licensing, monitoring, analyzing, and enforcing the software and this agreement such information may include technical, diagnostic, usage, analytics, and performance data relating to the operation and use of the software user represents and warrants that it has obtained all necessary rights, consents, and permissions required for any information, data, or materials submitted to or processed through the software by user or its authorized users company's collection and use of personal information, if any, shall be governed by any applicable privacy policy or data processing terms made available by the company 8\ support the company may provide support, maintenance, updates, upgrades, patches, fixes, or technical assistance for the software at its sole discretion and in accordance with any applicable support or subscription terms nothing in this agreement obligates the company to provide any specific level of support, maintenance, updates, or response times unless separately agreed to in writing by the company the company reserves the right to modify, suspend, or discontinue support for the software at any time, subject to any separately agreed written support obligations 9\ user responsibilities user is responsible for all access to and use of the software by its authorized users and by anyone acting on user's behalf user is responsible for maintaining the confidentiality and security of its accounts, credentials, administrator access, and authorized user access, and is responsible for all activity occurring under such accounts user shall promptly notify the company of any actual or suspected unauthorized access to or use of the software or any compromise of user's accounts or credentials user is responsible for ensuring that its authorized users comply with this agreement 10\ user representations and warranties user represents and warrants that (a) it has the right and authority to enter into this agreement and perform its obligations hereunder; (b) it will use the software in compliance with this agreement and applicable law; (c) it will comply with all licensing agreements, restrictions on use, or similar provisions of any third party hardware, software, or services used in connection with the software; (d) it will promptly notify the company of any actual or suspected unauthorized use of the software; and (e) it will not use, export, re export, transfer, or otherwise make available the software in violation of any applicable export control, sanctions, or trade compliance laws or regulations 11\ intellectual property rights; ownership user understands that all intellectual property rights in and to the software, including all copyrights, patents, patent disclosures, inventions, trademarks, service marks, trade secrets, know how, trade dress, trade names, logos, models, algorithms, workflows, processes, methods, documentation, and other technology embodied in or used by the software, are the sole and exclusive property of the company or its licensors no transfer of any right, title, interest, or ownership of any such intellectual property to user will occur under this agreement user retains all right, title, and interest in and to user's own content, data, files, and materials, subject to the rights granted to the company under this agreement user grants the company a non exclusive, worldwide, royalty free right and license to use, host, process, transmit, reproduce, and display user's content, data, files, and materials solely as necessary to provide, maintain, support, secure, and improve the software and enforce this agreement if user provides feedback, suggestions, or reports to the company, user agrees that the company may use such feedback, suggestions, or reports without restriction or obligation to user 12\ third party software the software may include, incorporate, or interoperate with third party software, libraries, components, tools, services, or materials, including open source software (collectively, "third party software") third party software is provided subject to its applicable third party license terms, notices, and conditions nothing in this agreement limits user's rights under, or grants user rights that supersede, any applicable third party license terms the company does not make any representations or warranties with respect to third party software 13\ non exclusivity this agreement is non exclusive, and nothing herein prohibits the company from providing the software or similar products or services to any other person or entity 14\ indemnification user agrees to defend, indemnify, and hold harmless the company, its affiliates, successors, assigns, officers, directors, employees, agents, and contractors from and against all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) user's breach of this agreement; (b) user's use of the software; (c) user's violation of applicable law or third party rights; or (d) user's negligence, fraud, willful misconduct, or unauthorized use of the software the company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by user, and user agrees to cooperate fully with the company in connection with such defense 15\ disclaimers; force majeure the software is provided on an "as is" and "as available" basis to the maximum extent permitted by law, the company disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non infringement, accuracy, reliability, availability, security, compatibility, and performance the company does not warrant that the software will be error free, uninterrupted, secure, or free from harmful code, or that the software will meet user's requirements or expectations the company will not be liable for any delay, interruption, failure, or inability to perform caused by events or circumstances outside of the company's reasonable control the software is not designed or intended for use in any mission critical, emergency, life support, safety critical, or hazardous environments where failure, interruption, or malfunction could lead to personal injury, property damage, or environmental harm 16\ limitation of liability to the maximum extent permitted by law, in no event will the company be liable to user for any indirect, incidental, consequential, special, enhanced, exemplary, or punitive damages, including lost profits, lost revenue, lost production, loss of goodwill, loss of data, business interruption, or cost of substitute goods or services, arising out of or relating to this agreement or the software, regardless of the theory of liability and regardless of whether the company was advised of the possibility of such damages to the maximum extent permitted by law, the company's aggregate liability arising out of or relating to this agreement or the software shall not exceed the greater of (a) the amounts paid by user to the company for access to the software during the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred dollars ($100) 17\ monitoring and enforcement the company may monitor compliance with this agreement to the extent permitted by law and consistent with applicable privacy terms the company may suspend or terminate access to the software if it believes, in its sole discretion, that user has violated this agreement or that user's use of the software poses a security risk or may subject the company or any third party to liability the company reserves the right to pursue any legal or equitable remedies available in response to unauthorized use of the software or breach of this agreement 18\ entire agreement this agreement, as may be amended or supplemented, constitutes the sole and entire agreement of the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter 19\ amendment and waiver the company reserves the right to modify the terms or conditions of this agreement, or any policy, guideline, or practice related to the software, at any time, unless otherwise prohibited by applicable law any amendments or changes to the terms of this agreement will be effective when made available to user or as otherwise stated by the company no waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted 20\ survival upon expiration or termination of this agreement, any provision that by its nature should survive will survive, including sections 3, 4, 7, 9, 10, 11, 12, 14, 15, 16, 17, 19, 20, and 24 21\ severability the terms and provisions of this agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions herein 22\ headings the headings in this agreement are for convenience only and form no part of this agreement and shall not affect its interpretation 23\ assignment user may not assign this agreement without the company's prior written consent the company may assign this agreement to any other person, corporation, or entity without user's permission 24\ arbitration; choice of law; waiver of jury trial; attorneys' fees this agreement is deemed to have been executed and delivered in the state of new york and will be governed by the laws of the state of new york, without regard to its conflicts of laws provisions except as set forth herein, the parties waive all rights to have their claims or defenses arising under this agreement heard or decided by a judge, jury, or in a court trial, regardless of the basis of the claims or theories thereof any dispute, controversy, or claim arising out of or related to this agreement or the software shall be submitted to and decided by binding arbitration arbitration shall be administered exclusively by one arbitrator in the state of new york operating under jams pursuant to its rules then in effect the arbitration shall be conducted in the state of new york all claims must be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, consolidated, or mass action or proceeding the arbitrator shall not have authority to consolidate claims or conduct any form of representative or class proceeding notwithstanding the foregoing, nothing contained herein shall prohibit any party from seeking an injunction or emergency relief in a court of competent jurisdiction, including for purposes of enforcing this agreement the parties further agree that the federal or state courts located in new york county, new york shall have sole and exclusive jurisdiction for such injunction or application for emergency relief in the event that either party is successful in obtaining any temporary or permanent relief against the other party, it shall be entitled to reimbursement of its costs and expenses incurred in connection with such efforts, including reasonable attorneys' fees