TERMS OF USE
THESE TERMS OF USE ARE THE TERMS AND CONDITIONS UNDER WHICH YOU ARE PERMITTED TO USE the Dace IT℠ d/b/a Sense Traffic Pulse (Dace IT) WEB SERVICES. BY CLICKING ON ANY ASSOCIATED “I AGREE” BUTTON OR BY USING Dace IT℠ with Sense Traffic Pulse™ WEB SERVICES, YOU ARE ACCEPTING ALL OF THESE TERMS OF USE AND INDICATING YOUR ASSENT TO BE BOUND BY THESE TERMS OF USE AS A BINDING AGREEMENT BETWEEN YOU AND Dace IT LLC d/b/a Sense Traffic Pulse™.
Definitions.
1.1 “Authorized Users” means employees and individual contractors (e.g., temporary employees) of a Dace IT Customer who have been authorized by the Dace IT LLC Customer to access the Dace IT℠d/b/a Sense Traffic Pulse™ Web Services.
1.2 “Documentation” means the user manuals supplied in connection with licensed Software relating to the installation, use, and administration of the Software.
1.3 “Dace IT” means Dace IT LLC., a State of Nevada LLC also known as Dace IT LLC℠d/b/a Sense Traffic Pulse™.
1.4 “Dace IT Customer” means the customer of Dace IT that has authorized you to use the Dace IT Web Services as an Authorized User of such Dace IT customer.
1.5 “Dace IT Customer Agreement” means the agreement between Dace IT and a Dace IT Customer permitting such Dace IT Customer to use the Dace IT Web Services via the Platform and to authorize Authorized Users to use the Dace IT Web Services.
1.6 “Dace IT Web Services” or “Software” means the online customer portal software made available via the Platform as online solutions by Dace IT to customers.
1.7 “Platform” means the combination of servers and client software used to deliver the Software.
Access to Dace IT Web Services.
2.1 Access Rights. Subject to the terms and conditions of this Agreement, Dace IT grants you the non-exclusive right to access and use the Dace IT Web Services solely on the Platform, in the manner and for the purposes described in the Documentation, solely during the period, and to the extent that the Dace IT Customer is authorized to use and authorize Authorized Users to use the Dace IT Web Services on the Platform under the terms of the Dace IT Customer Agreement.
2.2 Limitations. You represent and warrant that you are an Authorized User under a currently valid and effective Dace IT Customer Agreement, and you agree and acknowledge that your use of the Software is subject to all applicable limitations contained in such Dace IT Customer Agreement. It is your responsibility to inquire with the Dace IT Customer about any such limitations that apply to you.
2.3 Documentation. You may download and make copies of the Documentation solely for your personal use, but no more than the amount reasonably necessary. You must retain all copyright and other proprietary notices that appear on or in the Documentation on all such copies.
2.4 Other Restrictions. You agree not to modify, port, adapt, or translate the Software, or to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. You are not permitted to sublicense, assign, or transfer the Software or any rights in the Software, or authorize any portion of the Software to be accessed by another individual or entity. You are not permitted to (a) use the Software on behalf of third parties; (b) rent, lease, lend, or grant other rights in the Software; or (c) use any component, library, database, or other technology included with the Software other than solely in connection with your use of the Software.
Intellectual Property Rights
Intellectual Property Rights.
The Software and any copies that you are authorized by Dace IT to make are the intellectual property of and are owned by Dace IT and its licensors. The structure, organization, and code of the Software are valuable trade secrets and confidential information of Dace IT and its licensors. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions, and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software, and all rights not expressly granted are reserved by Dace IT LLC.
No Support.
You acknowledge and agree that Dace IT support obligations, if any, with respect to the Dace IT Web Services are solely to the Dace IT Customer, and you agree to seek all support for the Dace IT Web Services from the Dace IT Customer that has authorized you to be an Authorized User. Additionally, and for the avoidance of doubt, Dace IT has no liability and provides no support for the Platform.
No Warranties.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED BY Dace IT “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF PERFORMANCE, SECURITY, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, Dace IT MAKES NO WARRANTY THAT (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Dace IT OR THROUGH OR FROM THE USE OF THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
Dace IT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE. Dace IT ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER AS A RESULT OF YOUR USE OF THE SOFTWARE.
Dace IT DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD-PARTY MATERIALS OR SERVICES OFFERED BY OR THROUGH THE PLATFORM. Dace IT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT THE PLATFORM AND SHALL NOT BE LIABLE FOR ANY THIRD PARTIES OR THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
Dace IT WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF USING THE PLATFORM OR A THIRD PARTY USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SOFTWARE, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitations on Liability.
IN NO EVENT WILL Dace IT OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER, INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, OR PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, EVEN IF A Dace IT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. Dace IT’S AGGREGATE LIABILITY AND THAT OF ITS LICENSORS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF FIVE HUNDRED UNITED STATES DOLLARS ($500) OR THE AGGREGATE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION WILL APPLY EVEN IF Dace IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 6 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Notice to U.S. Government End Users.
The Software and Documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. All rights are reserved under the copyright laws of the United States. Dace IT LLC., 3960 Howard Hughes Parkway, Suite 500 Las Vegas NV 89169.
Export Rules.
You acknowledge that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that you will comply with the Export Laws. You are not permitted to ship, transfer, export, or re-export the Software, directly or indirectly, to (a) any countries that are subject to US export restrictions (currently including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country”), (b) any end user whom you know or have reason to know will use them in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”), or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a “Sanctioned Party”). In addition, you are responsible for complying with any local laws in your jurisdiction that may impact your right to import, export, or use the Software. You represent and warrant that (i) you are not a citizen of, or located within, an Embargoed Country, (ii) you will not use the Software for a Prohibited Use, and (iii) you are not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
Term and Termination.
This Agreement shall remain in effect until either (a) any material breach of this Agreement by you occurs, (b) the termination or expiration of the applicable Dace IT Customer Agreement, or (c) the other cancellation of the applicable Dace IT Customer’s right to use the Software under such agreement. Upon the occurrence of (a), (b), or (c) above, this Agreement shall automatically terminate. Upon termination of this Agreement for any reason, you must immediately discontinue all use of the Software, Documentation, and all copies thereof. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following Sections shall survive any expiration or termination of this Agreement: 1 (Definitions), 3 (Intellectual Property Rights), 5 (No Warranties), 6 (Limitations on Liability), 7 (Notice to U.S. Government End Users), 9 (Term and Termination), 12 (Governing Law), and 13 (General Provisions). Dace IT reserves the right, in its sole discretion, to change, cease to provide, or discontinue support for the Software at any time.
Third-Party Beneficiaries.
You acknowledge and agree that Dace IT’s licensors are third-party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of such licensors and/or Dace IT.
Third-Party Software.
The Software may contain third-party software that requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions are located at https://Dace-IT.com/app/third-party-eula (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.
Governing Law.
This Agreement and all matters arising from or related to this Agreement (including its validity and interpretation) will be governed and enforced by and construed in accordance with the substantive laws in force in the State of Nevada. The courts of Clark County, Nevada, shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the following, the application of which is hereby expressly excluded: (a) the conflict of law rules of any jurisdiction, (b) the United Nations Convention on Contracts for the International Sale of Goods, and (c) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.
General Provisions.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. Updates and upgrades may be licensed by Dace IT with additional or different terms. This is the entire agreement between Dace IT and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. You agree to comply with all applicable laws and regulations pertaining to this Agreement.
