Effective Date: July 22, 2022
END USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DSPTCH (“LICENSOR”). READ IT CAREFULLY. YOU MUST READ THIS END USER LICENSE AGREEMENT ("EULA") AND CLICK "I AGREE" BELOW TO USE THE SOFTWARE PROVIDED WITH THIS EULA AND ANY RELATED DOCUMENTATION OR SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE (COLLECTIVELY, THE “PRODUCT”). IF YOU DO NOT AGREE TO THESE TERMS, CLICK "REJECT" AND DO NOT USE THE SOFTWARE.
1. License Agreement; Use of Software. Licensor [or its authorized reseller] has entered into an agreement with your employer (the "Agreement") under which Licensor has granted your employer a limited license to use the Product solely for your employer’s internal purposes. You may use the Product on behalf of your employer under the terms and conditions of the Agreement and this EULA, and you hereby agree to comply with the Agreement and this EULA. Subject to the terms and conditions of the Agreement and this EULA, Licensor hereby grants you a limited, non-exclusive, non-sublicensable and nontransferable license to use the Products solely as expressly authorized herein. You acknowledge that Licensor or its licensors own all intellectual property rights to the Products. You may not modify any portion of the Products. In the event of a conflict between the Agreement and this EULA, the Agreement will take precedence.
2. License Restrictions. Use of the Product is subject to any use restrictions specified in the Agreement or any order form executed under the Agreement (each, an “Order Form”), including any limits on number of allowed Authorized Users (as defined in the Agreement). You shall not, and shall not allow any Affiliates or other individual or entity to access or use any software, features or functionality that are not expressly licensed to your employer under an Order Form (collectively, “Excluded Software”), even if any such Excluded Software is accessible through the Product. In addition to any other remedies available to Licensor, you shall be charged and pay full list price for any use of any Excluded Software. You shall not use the Product for any purposes beyond the scope of the access granted in this Agreement and the applicable Order Form. You shall not at any time, directly or indirectly, and shall not permit any of your employer’s affiliated entities or any other persons or entities: (i) copy, modify, or create derivative works of the Product, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Product, in whole or in part; (iv) remove any proprietary notices from the Product; or (v) use the Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. Ownership. The Product is owned by Licensor or its licensors. The Product is protected by United States copyright laws and international treaty provisions. YOU MAY NOT MODIFY, REVERSE ENGINEER, REVERSE COMPILE OR DISASSEMBLE THE PRODUCT. You may not remove, alter or destroy any copyright, proprietary or confidential notices placed on the Product. You may not copy the Product.
3. Feedback. You will cooperate with Licensor in providing information and Feedback (defined below) regarding the Product. You will provide responses to Licensor's questions and feedback, suggestions, ideas and observations gleaned from using the Product (together with any communications or materials you provide, whether by mail, email, telephone, or otherwise, suggesting or recommending changes to the Product, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like, "Feedback"). Licensor is free to use and to authorize third parties to use such Feedback irrespective of any other obligation or limitation between Licensor and your employer governing such Feedback, without payment of any fees or other consideration or attribution to you or any other person or entity. Licensor shall own and have the right to use all Feedback and have the right to implement any Feedback provided by you for improving or enhancing the Product and may implement any such suggestion or idea in any of its products and services, including the subject Product, without giving compensation or credit to you. You hereby assign to Provider all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback. You expressly waive and release any proprietary interest or right you may have in such Feedback.
4. No Warranty Under this EULA. No representation or warranty for the Product is provided under this EULA for the Product, and Licensor disclaims any warranty or liability, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement, with respect to the Product under this EULA.
5. Limitation of Liability. In no event shall Licensor (or its affiliates, licensors or suppliers) have any liability to you, and you hereby release Licensor (and its affiliates, licensors and suppliers) from and for any losses or damages, whether direct, indirect, special, incidental or consequential, under this EULA, whether arising in tort (including negligence), contract or otherwise, including without limitation damages resulting from loss of profits, data or business.
6. Termination. The term of the license granted to your employer is set forth in the Agreement. Licensor may immediately terminate your use of the Product if you fail to comply with any material term or condition of the Agreement or this EULA, and upon expiration or termination of your employers rights to the Product or any portion thereof under the Agreement. Upon such termination you must immediately cease using the Product and must follow Licensor’s instructions regarding return or destruction of any copies of the Product in you possession or control. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY HEREIN SHALL SURVIVE TERMINATION.
7. Miscellaneous. The Agreement and this EULA constitute the entire agreement between your employer, you and Licensor regarding the subject matter of this EULA, and supersede any prior agreement, whether written or oral, relating to the subject matter of this EULA. The Agreement and this EULA are governed by the laws of the State of Texas, U.S.A., without regard to conflict of law principles, to the extent such principles would require or result in the application of different law. The United Nations Convention on the International Sale of Goods shall not apply to the interpretation or enforcement of the Agreement or this EULA. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this EULA. A breach of any of the promises or agreement contained in the Agreement or this EULA may result in irreparable and continuing damage to Licensor for which there may be no adequate remedy at law, and Licensor is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any part of the Agreement or this EULA shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in the Agreement or this EULA is determined to have failed of its essential purpose, then all other provisions of the Agreement or this EULA, including the limitations of liability and exclusion of damages, shall remain in full force and effect. You may not assign, delegate, or otherwise transfer all or any part of your rights or obligations under this EULA without the express written consent of Licensor. Any assignment or delegation without such consent is void. This EULA will be binding on and inure to the benefit of the parties and their heirs, successors and assigns. No waiver of any provision of the Agreement or this EULA, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance.
HOW TO CONTACT US
If you have any questions, comments or concerns with respect to our privacy practices or this Policy, or wish to update your information, please feel free to contact us at help@dsptch.work.
You may also write to us at the following address:
600 Travis Street
Suite 750
Houston, TX 77002
Re: DSPTCH EULA