Terms of Use

EFFECTIVE DATE: JAN 25, 2016

Please read these Terms of Use (the “Terms”) carefully. By accessing or using any of the Internet-based websites, mobile applications (“app”), or other products or services of Dashboard Vision, Inc. (https://client.dashboardvision.com, and all subdomains) (“DV,” “we,” “our,” or “us”), or the services, features, or functionality that are made available by other companies through any of our Internet-based or mobile websites, apps, or other products or services (collectively, “Services”), you (interchangeably, with and without others, either separately or collectively, “you” or “user”) agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use our Services.

If you use any of the services, features, or functionality that is made available by a third party in connection with or through our Services, the specific terms of use and privacy policy (or equivalent agreements) of each such third party will govern the specific service, feature, or functionality provided by the respective third party, and we advise you to read such third party’s agreement and policy.

By using our Services, you affirm that you are at least 18 years of age and that you are fully able and competent to agree to be bound by these Terms, including all representations, warranties, and obligations. In addition, you affirm that you are not currently in any way precluded from using the Services and you have not previously been or are currently precluded from using the Services—nor have we in any way discontinued, suspended, other otherwise blocked your use of the Services because you failed to comply with the then-effective terms of use for the Services.

DV reserves the sole right and discretion to do any of the following at any time and for any reasons, without any notice: refuse to provide the Services or any portion of them to any person, or to discontinue, suspend, or block the Services (including only or specifically your use of the Services).

ARBITRATION NOTICE: These Terms contain provisions that govern how disputes between you and us may be resolved. It is important for you to understand that, except for certain circumstances outlined below, by using our Services you agree to binding arbitration and you waive any right to participate in a class-action lawsuit or class-based arbitration.

1. Privacy

By using the Services you agree to our Privacy Policy with respect to your information. You can find this here: https://client.dashboardvision.com/privacy-policy.

2. Services and Intended Use

The Services are intended to provide access to Dashboard Vision data and methodology.

3. Account Information

In order to use https://client.dashboardvision.com, you must set up password protected accounts. By signing in to https://client.dashboardvision.com and using these logins, you authorize Dashboard Vision to access and use your account information.

4. Content on the Services and Associated Risks

A. Content on or Accessible Through the Services

The Services involve Dashboard Vision clients transferring information to Dashboard Vision, potentially including personally identifiable information about the client or its customers (“Client Information”). Each client is solely responsible for all his or her Client Information, and understands that Dashboard Vision will not be directly or indirectly liable for any claim or damage arising from or related to the content of such Client Information. You are also solely responsible for any data charges that apply or may apply for using the Services, including charges in connection with transmitting or disseminating any Client Information. Dashboard Vision does not have any obligation or duty to monitor or review Client Information that is transferred, and we take no responsibility for the contents of such Client Information. You represent and warrant that you own the Client Information or that you otherwise have the rights to transmit such Client Information and to grant the Client Information License (defined in Section 5.A below) in accordance with these Terms. Dashboard Vision will not be responsible for infringement of Client Information upon the rights of any other person or entity.

We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any content (including Client Information) or communications in connection with the Services. Under no circumstances will DV be liable in any way for any Client Information in connection with the Services, including, but not limited to, any errors or omissions in any Client Information.

B. Your Use of the Services

DV is not responsible for the conduct of any individual or business using its Services. In no event shall DV, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Services.

5. Our License to Use Your Client Information

A. Client Information

By posting Client Information you grant DV, their affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Client Information in a dashboard view, (ii) prepare derivative works of the Client Information or incorporate the Client
Information into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created, so long as such uses are limited to DV’s provision or improvement of Services. (“Client Information License”). You represent and warrant that any such use of Client Information will not infringe or violate the rights of any third party.

We may use the Client Information License in any way to promote and improve the Services, including developing new functions and features. No use of any Client Information in accordance with any Client Information License will entitle you to any compensation from us or any other person or entity with which we have a business relationship. We will not be liable to you or any other party for use of the Client Information pursuant to the Client Information License.

B. Feedback; Suggestions

Any feedback, suggestions, or comments that you provide to us or to any user through the Service (whether through posting, email, online messaging services, or other means) is done so voluntarily by you, and we may use (or not use) any such feedback, suggestion, or comment, in any way (including the development of new functions or features in connection with the Services) without any obligation to you.

6. User’s License to Use the Services

Except for the ownership rights in the Client Information described in Sections 4 and 5 above, all right, title, and interest in and to the Services and the content therein is and shall remain the property of DV, its affiliates, or licensors (as the case may be). The Services are and may be protected by various laws, including copyright, trademark, patent, and/or other intellectual property laws in Europe, the United Kingdom, the United States of America, and elsewhere. Nothing in these Terms grants to any user any ownership interest in the Services, nor does anything in these Terms grant to any user the right to use, copy, reproduce, or distribute any names, trademarks, logos, websites, domain names, or any other features of Dashboard’s business or app.

Notwithstanding the foregoing, DV hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, worldwide, license to use the Services and its functions in accordance with these Terms (as may be amended from time to time, “Services License”). DV reserves all rights that are not expressly granted in the Terms. The Services License is revocable by us at any time and for any reason— without any notice to you.

7. Prohibited Uses of the Services

A. Right to Access Client Information

We reserve the right to access, read, preserve, and disclose any information (including Client Information) as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; and (iv) respond to your support requests.

B. Prohibited Actions

You are not permitted to do, or attempt to do, any of the following in connection with the Services:

  • any action that is illegal, or that is not authorized by these Terms or the terms of any third party that provides (or otherwise assists us with providing) any part of the Services;
  • use any portions of the Service that you are not authorized to use;
    probe, scan, or test the vulnerability of our computer systems or networks (nor those of any third-party with which we have a business relationship);
  • breach or compromise the security of the Services;
  • forge any information (including TCP/IP packet headers) that is used in connection with or posted on the Services, or use the Services to send any altered, deceptive or false source-identifying information, communications, or emails;
  • interfere with, disrupt, or inhibit any other user from using the Services or any portion of them, or otherwise damaging, disabling, overburdening, or impairing the functionality of the Services;
  • interfere with or disrupt use or access to the Services, including with respect to any server, host, or network in connection with the Services;
  • use any robot, spider, crawler, scraper, or other automated means of extracting data from the Services;
  • impersonate another user or use or access another user’s account without that user’s authorization;
  • reverse engineer, decipher, decompile, or disassemble, or permit any other party to do any of the foregoing, with respect to all or any portion of the Services;
  • misrepresent your affiliation with any person or entity or otherwise impersonate any person or entity;
  • use any portion of the Services or any Client Information for any purposes not authorized by these Terms.

8. Password and Account Security

We take reasonable measures to ensure the security of the Services, notwithstanding the foregoing, you are responsible for all activity in connection with your DV account. We encourage you (and you are solely responsible) to ensure that you keep your username and password safe and secure from other users or third parties. DV will have no responsibility or liability for any loss, claim, obligation, or damage that occurs if your DV account is used or accessed by any other user or third party (whether authorized or unauthorized).

9. Disclaimers

A. Disclaimer of Warranties

Your access and use of the Services is at your own risk. The Services are provided on an “AS IS” basis. To the maximum extent permissible by law, DV DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT.
DV makes no warranty or representation and disclaims all obligations in connection with any of the following: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your device, any loss of data, or any other harm in connection with the Services; (iii) the deletion of, or the failure to store or to transmit, any Client Information; or (iv) the Services’ ability to satisfy your expectations or requirements or to be available on an uninterrupted, secure, or error- free basis. No advice or information, whether oral or written, obtained from us or a third party in connection with the Services, will create any warranty or representation, express or implied, not expressly made by use in these Terms.

B. Limitation of Liability

In no event shall DV be liable for any incidental, special, indirect, punitive, or consequential damages, specifically including lost profits, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from or related to: (i) your use of, or inability to use, the Services, including our termination, suspension, or revocation of your DV account; (ii) any material or content on or received through the Services that may be offensive, defamatory, or illegal conduct; or (iii) any unauthorized use of or access or modifications to your DV account. The foregoing limitation of liability shall apply to all theories of law, including claims based on breach of contract, tort, strict liability, breach of warranties, or failure of essential purpose, and even if DV has previously been advised of any such damages.

Notwithstanding the foregoing, to the fullest extent permitted by law, in the event that DV is found liable for any damages arising out of or relating to these Terms, the aggregate liability of DV shall not exceed USD $1,000.00.

12. Indemnification

You shall defend, indemnify, and hold harmless DV, its shareholders, officers, directors, employees, affiliates, licensors, agents, and third-party service providers (each, an “Indemnified Party,” and together, “Indemnified Parties”) fully for any and all costs, liabilities, damages, debts, demands, obligations (including attorneys’ fees and costs) incurred by or threatened against any Indemnified Party, in connection with any of the following: (i) your access to and use of the Services, including any Client Information; (ii) any action by you or failure to act that violates the rights of another person or entity, including privacy, confidentiality, intellectual property or proprietary rights; (iii) any action by you or failure to act that is illegal or that violates any applicable law, statute, rule, or regulation; and (iv) your violation of these Terms.

13. Arbitration Agreement and Waiver of Class Action

DV agrees to the following regarding binding arbitration (the “Arbitration Agreement”). In connection with the Service, you and DV shall use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If we are unable to amicably resolve such matter, all claims arising out of or relating to these Terms (including its existence, validity, breach, or termination) shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated by reference into this clause.

A. Arbitration Rules; Non-Appearance Arbitration

Any arbitration in connection with the Services shall be on a confidential basis in accordance with the provisions of the LCIA Rules, excluding any rules or procedures governing or permitting class actions.

B. Authority of Arbitrator

The arbitrator (who shall be a member of LCIA), shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or the Terms including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of this Arbitration Agreement shall be governed by the Federal Arbitration Act.

C. Waiver of Jury Trial

DV waives any and all rights to go to court and have a trial by judge or jury. If any litigation between you, or DV arises in court (such as to enforce or appeal an arbitration award), you, and DV waive all rights to a trial by jury and instead elect to have such dispute be resolved by a judge.

D. Class Action and Class Arbitration Waiver

All claims and disputes coming within the scope of these Terms or Arbitration Agreement shall be arbitrated on an individual basis only, and not as a class action or other representative action. You, and DV expressly waive the right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then you and we shall be deemed to have not agreed to arbitrate disputes and all disputes shall be resolved as otherwise set forth in the Terms.

E. Exception – Injunctive Relief

Notwithstanding this Arbitration Agreement, DV reserves the right to seek injunctive relief from a court of competent jurisdiction to enforce this Arbitration Agreement or to stop any infringement or other violation of any intellectual, proprietary, or third party rights.

F. Right to Waive

Any or all of the rights and restrictions set forth in this Arbitration Agreement may be waived by the party against whom the dispute or claim is asserted. However, any such waiver shall not affect or be deemed a waiver of any other portion of this Arbitration Agreement.

14. Termination of Terms

DV may suspend or terminate your use of the Services and your Dashboard Vision account, or otherwise cease providing the Services to you, at any time for any reason, including but not limited to any of the following: (i) you violate any these Terms (without any right for you to cure such violation); (ii) if the Services or your continued use of the Services causes any actual or potential violation of any law; (iii) we decide for any reason to change or to no longer provide the Services (or or any portion thereof). In the event of any such suspension, termination, or discontinuance of the Services, we will make reasonable efforts to provide you with notice through the email address associated with your Services account or the next time that you attempt to use the Services.

Upon such suspension, termination, or discontinuance of the Services, these Terms shall terminate, including the Services License. Notwithstanding any termination of these Terms, any clause or provision in these Terms that explicitly or is reasonably contemplated to survive the termination of these Terms shall survive—including the Sections 4, 5, 6 (except the Services License), 7, 10, 11, 12, 13, 14, and 15. Also, please note that any pre-paid fees will be surrendered in the event your account is terminated, for any reason.

15. Miscellaneous Provisions

A. Waiver and Severability

DV’s failure to enforce any right or provision of these Terms will not be deemed a waiver of, or the ability to later enforce, such right or provision. If any provision of these Terms is found by a legally binding authority to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

B. Applicable Law; Venue and Jurisdiction

These Terms are governed by the laws of the United Kingdom without regard to or application of conflict of law provisions. In the event any lawsuit is permitted by the Arbitration Agreement or these Terms, such lawsuit will be brought solely in the courts located in the United Kingdom and you consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum.

C. Entire Understanding

These Terms, together with the Privacy Policy, encompass our entire agreement as relates to our providing you with the Services, and these Terms supersede and replace any contemporaneous and any previous understandings or agreements between SI and you in connection with the Services. Except for SI’s, or your valid successors-in-interest, there are no third party beneficiaries to these Terms.

D. Modifications to Terms

DV may make any changes to these Terms at any time and in our absolute sole discretion. If it makes any change that is material to these Terms, it may notify SI and you through the email address associated with your Services account or the next time that you attempt to access the Services. Your continued use of the Services after any such changes will constitute your acceptance of such changes.

E. Questions and Comments

If you have any questions, comments, suggestions, or feedback regarding these Terms or the Services, we encourage you to email us at: support@dashboardvision.com