Decision Analyst SaaS Platform

Decision Analyst Software Services Customer Agreement

This Decision Analyst Software Services Agreement (i.e., Agreement) describes the terms and conditions that control your and your organization’s use of the Site (https://saas.decisionanalyst.com/) and Decision Analyst Software Services (Software Services) outlined in this Agreement, effective when you click on the “I Accept” box, and/or when you use the Site or any Decision Analyst Software Services. If accepting this Agreement as an individual, you affirm that you are not a minor and are lawfully able to enter into an agreement. If you represent a company or organization, you affirm that you have the legal authority to bind that company or organization.

The Site and Software Services are intended for users who are at least 18 years old. All users who are minors in the jurisdiction where they live (typically under the age of 18) must have the permission of and be supervised by a parent or guardian to use the Site. If you are a minor, you must have a parent or guardian read and agree to these Terms and Conditions prior to your usage of Site and Software Services.

Definition of Terms

Account means your Account, or your organization’s Account, on Decision Analyst’s Software Services' website (the Site) and/or for its Software Services offered via the Site.
Account Information means information about you and/or your organization that you provide to us in creating and maintaining your Decision Analyst Software Services Account on the Site. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Account.
Client or Customer mean the same: the individual or organization that opens an Account on the Site, pays fees (if applicable), and accesses and uses one or more of the Software Services offered via the Site. User (also reffered to as End User or as "you") can mean Client or Customer, but can also refer to individuals who use your Account and may not have Accounts on the Site in their own names.
Confidential Information means all nonpublic information disclosed by Decision Analyst Software Services and its Site, its affiliates, licensors, business partners, agents, or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to Decision Analyst’s or its affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and Decision Analyst or our affiliates. Decision Analyst’s Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you, the user, without reference to the Decision Analyst’s Confidential Information.
Content means Content Decision Analyst, its affiliates, or its licensors make available in connection with the Site or Software Services to allow access to and use of the Site and Software Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Decision Analyst’s Content does not include Third-Party Content or Content that Clients, Customers or Users post or upload to the Site, including Data and Results of computations. Your Content means Content that you, your organization, or your Users transfer to us for processing, storage or hosting by the Site and/or Software Services in connection with your Account and any computational or analytic results that you, your organization, or your Users derive from use of the Site and Software Services. Content for either party includes software, software code, machine images, data, text, audio, video, and other images.
Contributions means all feedback, opinions, advice, suggestions, and ideas submitted as suggested improvements to the Site or Software Services that you provide to us, or offer as advice or assistance to other Clients, Customers, or Users.
Data means digital, numerical, or textual information that you upload to the Site or Software Services, and may include the output of computations or computer runs on the Site or Software Services (Results).
Documentation means the user guides, help files, and administrative guides, as may be updated by Decision Analyst from time to time.
End User means any individual or entity that accesses or uses Your Content on the Site through or by means of your Account. The term “End User” does not include individuals or entities that access and use the Site under their own Account.
Indirect Taxes means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax, if applicable.
Losses mean any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
Policies mean the Privacy Policy, the Site Terms, the specific Software Services Terms, the Trademark Use Guidelines (if applicable), all restrictions described in the Decision Analyst Content on the Site, and any other policy or terms referenced in or incorporated into this Agreement. Advertising and marketing materials, publicity materials, and articles or white papers referenced or published on the Site are not defined as Policies.
Privacy Policy means the privacy policy located at https://saas.decisionanalyst.com/privacy (and any successor or related locations designated by Decision Analyst, as it may be updated from time to time.
Organization means any corporation, company, governmental entity, university, research laboratory, non-profit, or other entity that might open and maintain an Account on the Site and contract for Software Services.
Results mean any Data or Content derived from computations or computer runs on the Site or through Decision Analyst Software Services.
Service Level Agreement means all service level agreements that we offer with respect to the Site and Software Services, as they may be updated from time to time.
Site means https://saas.decisionanalyst.com and any successor or related site designated by us), as may be updated by us from time to time, and includes the Software Services offered via the Site.
Software Services means each of the software-based services made available by Decision Analyst, its licensors, or its affiliates via the Site. Software Services do not include Third-Party Content, unless that Third-Party Content is licensed by Decision Analyst or distributed under licenses that permit use by the Site or Software Services.
Specific Software Services Terms means the rights and restrictions for particular software services offered through the Site, as may be updated from time to time.
Term means the term of this Agreement described in Section 7.1 (i.e., the beginning and ending of the time period this Agreement is in effect).
Termination means the ending of this Agreement provided in accordance with Section 7.2, in a notice from one party to the other.
Third-Party Content means Content made available to you by any third party on the Site or through its Software Services. The term can also apply to Content you upload to the Site or Decision Analyst Software Services, if that Content is owned by a Third Party.
Trademarks or Marks means any trademarks, service marks, service or trade names, logos, and other designations of Decision Analyst and its affiliates that may be made available to you in connection with this Agreement.

1.0 Use of Software Services.

1.1 Summary. You, or your organization, may access and use the Site in accordance with this Agreement and the specific terms of the individual Software Services you would like to receive. You agree to comply with the terms of this Agreement and the specific terms of the individual Software Services you receive. You also agree to comply with all U.S. and State laws, rules, and regulations applicable to your use of these Software Services, as well as the regulations and laws of any other jurisdiction where you reside or work. You also agree to abide by Decision Analyst’s Privacy Policy (https://saas.decisionanalyst.com/privacy).

1.2 Your Account. You must have a Decision Analyst Software Services Account, a valid form of payment (if applicable), company or organization name (if applicable), a correct street address, and a valid and correct email address.

2.0 Service Revisions

2.1 Services. Decision Analyst may revise or change its Software Services from time to time, add or delete services, or add or delete functionality or capabilities, after notifying its Clients in advance of any material changes.

2.2 Service Levels. Decision Analyst may revise, add, or delete Service Level Agreements, after notifying its Clients in advance of any material changes.

2.3 APIs. Decision Analyst may modify, discontinue, or add APIs for its Software Services at its sole discretion, after notifying Clients in advance of any material changes.

3.0 Security

3.1 Security. Decision Analyst will implement and maintain reasonable and relevant measures to help you secure your Data, Content, and Results against accidental or unlawful access, disclosure, or loss. We will never access or use your Data, Content, or Results except as necessary to provide support, maintain service, or as necessary to comply with the law or order of a court or governmental entity. We would immediately notify you of any governmental order or subpoena, so that you could attempt to protect the confidentiality of your Data, Content and Results. Your Account Information will only be used as described in the Privacy Policy, and you agree to such usage. The Privacy Policy only applies to your Account Information, not to your Data, Content, or Results. All Data, Content, and Results will be encrypted and protected by firewalls and other security procedures to afford a reasonable level of security.

4.0 Client Responsibilities

4.1 Your Account. You are fully responsible for all activities that take place in your Account, regardless of whether the activities are approved by you or undertaken by you, your employees, or by your third parties (including contractors, agents, or users). Decision Analyst is not responsible for unauthorized access to your Account, although we will make reasonable efforts to prevent unauthorized access.

4.2 Your Data and Content. It is your responsibility to ensure that your Data and your Content conform to all applicable regulations and laws. You are responsible for the development, protection, maintenance, ownership, and use of your Data and Content on the Site and Software Services.

4.3 Your Security Responsibilities. You are responsible for properly configuring and using the Site and Software Services and taking actions to secure, protect, and backup your Data and your Content in ways that will provide adequate security and protection (including the use of encryption) and routinely saving, backing up, and/or archiving your Data, Content, and computational Results of analyses.

4.4 Login and Password Security. Your Login, Password, and Security Keys (if applicable) are for your internal use only and you agree to safeguard them, and you agree not to sell, transfer, or sublicense them to any other entity or person, except that you may disclose your Login, Password, and Security Keys (if applicable) to your employees, agents, and subcontractors performing work for you.

4.5 Users. You will insure that all your employees and Users of the Site and Software Services comply with your obligations under this Agreement and that your agreements with all Users are consistent with this Agreement.

5.0 Payment.

5.1 Payment Method. In most instances, you will buy credits in advance to use the Site and Software Services (if applicable, since parts of the Site are free). All transactions and payments will be in U.S. dollars. Payment will be by Credit Card, PayPal, or other approved electronic means. You will be notified when you have used up your Account’s credits, so you can buy additional credits. Unused credits expire at the end of three years from purchase date—after you are notified twice by email that your Account is expiring. You can apply for a refund of any unused balances, and agree to pay a $2.00 transaction fee related to a refund of credits (the $2.00 is to cover the costs of a human to review and approve refunds). The purpose is to block fraudulent refunds. These policies are intended to minimize operational expenses, so that the Site and Software Services can be offered at the lowest possible price. The only exceptions to these rules are that some individuals or organizations may be granted a period of free usage on a one-time, trial basis, and some parts of the Site and some Software Services will be free. You would receive 30-day advance notice for any changes in fees or charges for the Site or Software Services.

5.2 Sales Taxes. Applicable sales taxes, or other taxes imposed by governmental authorities (if any), would be added to your account charges and rendered to the appropriate governmental authority.

6.0 Suspension.

6.1 Suspension Causes. Your account may be suspended and your access to the Site and Software Services may be immediately blocked if we determine that your access to or usage of Software Services poses a security risk to the Site, Software Services, or other Clients; could negatively affect the Site’s or Software Services’ systems, computing capacity, or security; appears to be fraudulent; or exposes Decision Analyst to liability or legal risk. Additionally, suspension may result from any breach of this Agreement, or failure to pay for services in advance (section 5). If you provide any registration information or Account information that is untrue, inaccurate, or fraudulent, Decision Analyst reserves the right to suspend your Account. During a suspension, you will remain responsible for all fees and charges you incur during the suspension.

7.0 Term and Termination.

7.1 Term. This Agreement begins on the Effective Date and remains in effect until terminated by either party.

7.2 Termination. Either party may terminate this Agreement for any reason (or no reason) at any time. Decision Analyst Software Services will give 30-days advance notice of a Termination; the user may terminate Software Services at any time with no notice, and agrees to close his or her account and remove all of user’s Data, Content, and Results from the Site. User agrees to pay any fees or obligations (if any) owing at the time of Suspension or Termination. Any unpaid fees may result in user’s Data, Content, and Results being retained by Decision Analyst until fees owed are paid in full.

8.0 Rights.

8.1 Your Data and Your Content. You own and have full rights to your Data and your Contents uploaded to the Site, and to Results you generate from use of the Site and Software Services. Decision Analyst may use your Data, your Content, and your Results only to provide support services, maintain security, enforce this Agreement, and deliver its services under this Agreement. Decision Analyst has no rights to or ownership of user’s Data, Content, or Results.

8.2 Uploaded Data. You agree to never upload Data and Content to the Site or Software Services without making, keeping, and securing complete copies of the Data and Content. You agree that Decision Analyst shall have no liability to you or your organization for any loss or corruption of any such uploaded data, and you hereby waive any right of action against us arising from any such loss or corruption of data.

8.3 Adequate Rights. You represent and guarantee that you, your organization, and your licensors own all right, title and interest in and to your Data, your Content, and your Contributions uploaded to or posted on the Site.

8.4 Software Services License. Decision Analyst and/or its licensors own all right, title, and interest in and to the Site and Software Services and all related technology and intellectual property rights. Subject to the terms of this Agreement, Decision Analyst grants you (or your organization) a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access the Site and use Software Services in accordance with this Agreement. Some of the Site Content is provided under separate or open source licenses. In case of a conflict, the separate licenses or open-source licenses will prevail over this Agreement. You will never be charged any money for the use of open source software offered via the Site; you will be charged for the costs of hosting services, administrative services, support services, Site and software programming, encryption and security, data storage and data processing, insurance, taxes, etc. (i.e., the costs incurred by Decision Analyst in developing, maintaining, and operating the Site and offering Software Services), but none of the charges will result in a profot for Decision analyst Software Services.

8.5 License Limitations. You and your organization may use the Site and Software Services only for the purposes expressly permitted by this Agreement. Neither you, your organization, your employees, agents, or subcontractors will, or will attempt to:
- Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Site or Software Services;
- Reverse engineer, disassemble, or decompile the Site or Software Services or apply any other process to derive the source code of any software included in the Site or Software Services (except open-source code may be downloaded from the respective open-source sites);
- Access or use the Site or Software Services in ways intended to avoid incurring fees or exceeding usage limits or credits; or
- Resell or sublicense the Site or Software Services.

8.6 Contributions. If you, your organization, or your employees, agents or subcontractors provide feedback, opinions, suggestions, advice, or assistance to the Site or Software Services or to other Customers or Users of the Site or Software Services, Decision Analyst will be entitled to use the feedback, opinions, suggestions, advice, and assistance without restriction. You hereby irrevocably assign to Decision Analyst all right, title, and interest in and to the feedback, opinions, suggestions, advice, and assistance and agree to provide any help needed to secure and to document, perfect, and maintain Decision Analyst’s rights in your feedback, opinions, suggestions, advice, or assistance. You agree that your or your organization’s Contributions will not be :
- False, inaccurate, or misleading
- Unsolicited or unauthorized advertising, promotional materials, or other attempts to sell products or services
- Obscene, lewd, lascivious, violent, sexually harassing, or otherwise objectionable (as determined solely by us)
- Violation of the privacy or rights of any Third Party
- Offensive comments related to race, national origin, gender, sexual preference, physical handicap, religion politics, etc. (as solely determinted by us.)

Violation of any of the above prohibitions may result in Suspension and/or Termination of your Account.

9.0 Idemnification.

9.1 Summary. You will defend, indemnify, and hold harmless Decision Analyst and its employees, officers, directors, agents, representatives, and subcontractors from and against any Losses arising from or relating to any third-party claim concerning:
- Your, your organization’s, your employees’, end-users’, agents’, and subcontractors’ use of the Site or Software Services;
- A dispute between you or your organization and any of your end-users, if applicable;

You will reimburse Decision Analyst for reasonable attorney’s fees, as well as our employees’, agents’, and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process linked to third party claims at our then current hourly rates.

10.0 Intellectual Property.

10.1 Decision Analyst’s Responsibilities. Subject to limitations of this Section 10, Decision Analyst will defend you and your employees, officers, and directors against any third-party claim alleging that the Site and Software Services infringe or misappropriate that third party’s intellectual property rights, and will pay the full amount of any adverse final judgment or settlement.

10.2 Clients’ Responsibilities. Subject to the limitations of this Section 10, you or your organization will defend Decision Analyst, its affiliates, and its employees, officers, and directors against any third-party claim alleging that any of your Data or your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the full amount of any adverse judgment or settlement. The remedies provided in this Section are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by Decision Analyst, the Site or its Software Services, or by your Data or your Content used on the Site.

10.3 Remedies. For any claim under Section 10.1, Decision Analyst will at its election:
- Buy the rights to use the section of Software Services alleged to be infringing;
- Replace the alleged infringing parts of Software Services with a non-infringing alternative;
- Modify the alleged infringing portions of Software Services to make them non-infringing; or
- Terminate the allegedly infringing parts of Software Services of this Agreement.

10.4 Obligations. The obligations under this Section 10 will apply only if the party seeking defense or indemnity:
- Gives the other party prompt written notice of the claim;
- Permits the other party to control the defense and settlement of the claim; and
- Reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. Neither party will agree to any settlement of a claim that involves any commitment or performance, other than the payment of money, without the written consent of the other party.

11.0 Prohibited Activities.

11.1 Prohibited Activities. You cannot access or use the Site and Software Services for any purpose other than that for which we make the Site and Software Services available. The Site and Software Services may not be used for commercial endeavors; that is, you cannot use the Site or Software Services to sell or advertise products and services without explicit written permission from Decision Analyst. As a Client, Customer, or User of the Site, you agree not to:
- Make any unauthorized use of the Site;
- Attempt to resell or redistribute Software Services to third parties without explicit written permission of Decision Analyst.
- Use the Site for any illegal or unlawful activities;
- Circumvent, disable, or interfere with the Site encryption, firewalls, or other security procedures;
- Make improper or fraudulent use of Decision Analyst’s support services or submit false reports of abuse or misconduct;
- Decipher, decompile, disassemble, or reverse engineer any of the software or systems that comprise the Site and Software Services;
- Harass, annoy, intimidate, or threaten any of Decision Analyst’s employees or agents supporting the Site or Software Services.

12.0 Disclaimers.

THE SITE AND SOFTWARE SERVICES ARE PROVIDED “AS IS.” UNLESS PROHIBITED BY LAW OR LIMITED BY STATUTORY RIGHTS, DECISION ANALYST, ITS AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SITE AND SOFTWARE SERVICES, AND DISCLAIM A) ALL WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT AND B) THAT THE SITE OR SOFTWARE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND C) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

13.0 Limitation of Liability.

DECISION ANALYST, ITS AFFILIATES AND LICENSORS, WILL NOT BE LIABLE TO YOU OR YOUR ORGANIZATION FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, DECISION ANALYST, ITS AFFILIATES AND LICENSORS, WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SITE OR SOFTWARE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SITE OR SOFTWARE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU OR YOUR ORGANIZATION IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SITE AND SOFTWARE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY EVENT, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.0, DECISION ANALYST’S, ITS AFFILIATES’ AND LICENSORS,’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT YOU OR YOUR ORGANIZATION ACTUALLY PAID DECISION ANALYST UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR A MAXIMUM OF $5,000, WHICHEVER IS SMALLER.

14.0 Modification to the Agreement.

Decision Analyst may modify this Agreement (and its Policies) at any time by posting a revised version of the Agreement on the Site. The modified Terms will become effective 30 days after posting on the Site. By using the Site and Software Services after the effective date of any modifications to this Agreement, you and your organization agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement. The date of “last change” will always be posted on the Site.

15.0 All Other Terms.

15.1 Assignment. You and your organization will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

15.2 Foundational Agreement. This Agreement incorporates the Policies by reference and is the primary agreement between you and Decision Analyst. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement. Some of the Site’s specific Software Services will require additional Terms and Conditions. If those terms are in conflict with this Agreement, then the specific terms related to specific software/systems will take precedence over this Agreement.

15.3 Force Majeure. Decision Analyst and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.4 Governing Law. The laws of the State of Texas, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

15.5 Disputes. Any dispute or claim relating in any way to your use of the Site or Software Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Decision Analyst, 604 Avenue H East, Arlington, Texas 76011. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $5,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

15.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Site and Software Services. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

15.7 Independent Contractors; Non-Exclusive Rights. Decision Analyst and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

15.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

15.9 Confidentiality and Publicity. You may use Decision Analyst Confidential Information only in connection with your use of the Site and Software Services and as permitted under this Agreement. You will not disclose Decision Analyst Confidential Information during the Term of this Agreement or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Decision Analyst’s Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Site or Software Services, without Decision Analyst’s advance written permission.

15.10 Notice. (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective after 30 days and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Decision Analyst. To give us notice under this Agreement, please contact Decision Analyst by regular mail, by overnight delivery, or by registered or certified mail to Decision Analyst Software Services, 604 Avenue H East, Arlington, Texas 76011, or by faxing a letter to 817-640-6567, or send an email to: kpeters@saas.decisionanalyst.com.

15.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

15.12 U.S. Government Rights. The Site and Software Services are provided to the U.S. Government as “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Software Services. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

15.13 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.14 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

By signing up for an account, you, The Client or Customer Agree to abide by these terms and Conditionas as stated on this website document. You also agree that all users or End Users of your Account will be held accountable to these Terms and Conditions, too.