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End User License Agreement

Effective Date: 10/14/2022

Last Updated: This End User License Agreement ("EULA") was last updated on October 14, 2022.

This is a legal and binding contract between you (sometimes referred to as “User”) and DSQ Technology, LLC (referred to as “DSQ”or “us”), together the “parties” and each individually a “party.” By accessing or using the DSQ Services (which includes the Discovery Platform), you agree to be bound by the terms of this License Agreement. If you do not agree with these terms, or are legally unable to agree to them, then you may not use the DSQ Services (as defined below).

1. Definitions. The following definitions will apply throughout this Agreement:

1.1. “Affiliates” means any entity under common ownership with or in control of DSQ.

1.2. “Agreement” means this End User License Agreement.

1.3. “Documentation” means user manuals and online help created by DSQ in either printed or electronic format that relate to the DSQ Services.

1.4. “User” means a user who is an authorized User.

1.5. “User Content” means any information, materials, feedback, or other communications that you transmit or post to or through the DSQ Services or provide in connection with the Services.

1.6. “User Personal Data” means any information that identifies you, in connection with the Services.

1.7. “Employer” means the entity that is either(a) a Subscriber or (b) has rights to access and use the Services and has provided you access to the Services.

1.8. “Privacy Policy” means the DSQ Privacy Policy, as updated from time to time, which is posted at https://www.discoveryapp.io/privacy-policy.

1.9. “DSQ Services” means the hosted, cloud-based, software as a service (SaaS) waste management platform currently referred to as the DISCOVERY Platform and any additional products or services offered by DSQ or any of its affiliates in connection therewith and any website or mobile application at or by which you may access the DSQ Services, and any successor platform, website or mobile application thereto, including all Software and Documentation.

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1.11. “Software” means any software code, programs, tools, plug-ins, utilities, files, mobile applications, and APIs or other software related to the DSQ Services.

1.12. “Subscriber” means either (a) your Employer who has a current Subscription to the DSQ Services or (b) a service provider (to your Employer) with a current Subscription to the DSQ Services.

1.13. “Subscription” means a contract, including any service agreement, certified network partner agreement, order form or terms and conditions, between DSQ or any of its affiliated entities and a Subscriber allowing access to the Services.

2. Changes to this Agreement. DSQ may update or modify this Agreement at any time effective upon posting of the revised Agreement, along with the date on which it was most recently updated. DSQ may give notice of such updates and modifications by any means. All notices will be effective immediately. You should review this Agreement often to stay informed of any changes that may affect you. Your continued use of the DSQ Services thereafter signifies your acceptance of such updates or modifications. The version of this Agreement on each respective date you access the DSQ Services will be the Agreement applicable to your access and use of the DSQ Services on that date. This Agreement, as updated from time to time, is posted at https://discoveryapp.io/eula.

3. Access to Services. Subject to your compliance with the provisions of this Agreement and the Subscriber's compliance with the terms of the Subscription, DSQ grants to you anon-exclusive and non-transferable right to access the DSQ Services during the term of this Agreement. You acknowledge and agree that the DSQ Services and your access to the DSQ Services may be updated and changed from time to time by your Employer, the Subscriber (if different from Employer), or DSQ, each in their sole discretion. Your continued use of the Services or this Agreement after our posting of any changes will constitute your acceptance of such changes. ANY USE OF THE SERVICES, EXCEPT AS EXPRESSLY PERMITTED IN THIS OR ANY OTHER AGREEMENT BETWEEN YOU AND DSQ, IS STRICTLY PROHIBITED.

4. Term of Agreement.

4.1. Effective Date. The Effective Date of the Agreement shall be the date on which you first use(d) the DSQ Services.

4.2. Term and Termination. The term of the Agreement shall continue until the earlier of (i) the discontinuance or other termination of the Subscription, (ii) your Employer’s direction to terminate your access to the DSQ Services, for whatever reason, including termination of employment relationship with Employer, (iii) your breach of any of your obligations under this Agreement, or (iv) your refusal to agree to any subsequent revision of or amendment to this Agreement.

4.3. Effect of Termination. Upon any termination of the Agreement, your access to and use of the DSQ Services shall be immediately discontinued, and your access to the DSQ Services will bede-activated.

5. Your Representations and Warranties. You represent and warrant to DSQ that:

5.1. You will use the DSQ Services in compliance with all applicable laws and regulations, including without limitation, those related to data privacy, export and the transmission of technical or personal data, consumer and child protection, obscenity or defamation.

5.2. You will keep your password and login credentials adequately protected, secret and confidential; you will not share your password or login credentials with anyone, or leave them unsecured; and, you (and not DSQ) will be completely responsible for any harm to DSQ or any other person or entity that results directly or indirectly from your failure to keep your password and login credentials adequately protected, secret and confidential. You will immediately notify DSQ if you learn or have reason to believe that the security or confidentiality of your password or login credentials have been compromised in any way.

5.3. Any User Content or other materials that you place on or use with the DSQ Services will not contain any libelous, obscene, threatening, or unlawful material or any materials or instructions that may cause harm or injury and will not violate any person’s or entity’s right of privacy or copyright, trademark, patent, or other intellectual property rights.  You agree that no User Personal Data will be placed on or used with the DSQ Services.

5.4. You will not access the DSQ Services for the purpose of building a competitive product or service or copying its features or user interface, nor will you reverse engineer the DSQ Services.

5.5. You will not use the DSQ Services to send or store any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, or programs.

5.6. You will not sublicense your rights to or allow any third parties to use or access the DSQ Services.

5.7. You will not modify, reverse engineer, disassemble, decompile, or otherwise attempt to derive source code, trade secrets, programming methods or architecture, or other Confidential Information (as that term is defined below) of DSQ of or from the DSQ Services, nor will you create derivative works from the same. You agree that nothing in thisAgreement grants you the right to obtain or use any such source code.

5.8. You will not, and will not attempt to, access, alter, destroy, or disrupt the integrity or performance of the DSQ Services or of any data or other information regarding or belonging to any other person or entity using the DSQ Services.

6. Use of DSQ Services and Materials. Except as otherwise indicated in the DSQ Services, you may view, print,  and copy any reports, working files, and documents produced by the DSQ Services, but only for lawful and permissible purposes under this Agreement (i) as they relate to your work for the Subscriber and (ii) as otherwise approved in writing by the Subscriber (subject to the Subscription terms) or DSQ, in each case which may be revoked in their sole discretion.

7. Ownership. DSQ owns all right, title, and interest in and to the DSQ Services, its contents, the Software, the Documentation, DSQ trademarks, service marks, and copyrights, and all related intellectual property rights (excluding portions of the Services provided by third party licensors). The DSQ Services may be used only for the purposes described in this Agreement. You may not copy, publish, download, modify, or distribute the DSQ Services content in any way, except as permitted by this Agreement or with the express written permission of DSQ. Any rights not expressly granted herein are reserved by DSQ.

8. Confidential Information. 

8.1. “Confidential Information” means DSQ software code and designs, product specifications and documentation and other non-public business and technology information, trade secrets, intellectual property, or other information, which reasonably should be understood to be confidential information of DSQ or any of its affiliates. You shall not disclose Confidential Information to any person or entity (other than those with a need to know such information who are bound by confidentiality covenants no less protective than those herein) or use it for any purpose, except (i) as expressly permitted by this Agreement, (ii) in response to a court order, subpoena, or other legal process, or (iii) as otherwise required or permitted by law. You shall give Confidential Information at least the same level of protection as you give information of similar sensitivity, but not less than what is reasonable. Your confidentiality obligations survive termination of this Agreement.

8.2. Confidential Information excludes (i) information that is or becomes generally available to the public without fault of you; (ii) information that is independently developed or known by you without the use of any other Confidential Information; (iii) information that is rightfully received from another source on a non-confidential basis; or, (iv) information that is permitted to be disclosed by DSQ in writing.

9. User Content, User Personal Data, and Feedback. Any User Content, information, feedback, or other communications that you transmit or post to or through the DSQ Services or provide in connection with the DSQ Services other than User Confidential Information may be used by DSQ to provide and improve the DSQ Services. Accordingly, you hereby grant us permission to use the User Content for any purpose. You alone are responsible for the User Content you provide, input, share, or upload. You assume all risks associated with the User Content, including anyone’s reliance on its accuracy, completeness, or usefulness.

10. Disclaimer of Warranties. Except as expressly set forth herein, the DSQ Services are provided “AS IS” and“AS AVAILABLE.” NEITHER DSQ NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AND EACH HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE,OR ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NEITHER DSQ NOR ANY OF ITS AFFILIATES WARRANT THAT THE DSQ SERVICES ARE OR WILL BE COMPLETE, ACCURATE, ADEQUATE OR OTHERWISE FREE FROM ERROR. NEITHER DSQ NOR ANY OF ITS AFFILIATES WARRANT THAT THE DSQ SERVICES OR ITS FUNCTIONS, FEATURES, OR CONTENT, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, AND SECURE OR THAT THEY WILL OPERATE WITHOUT ERROR.

13. Limitation of DSQ Liability. IN NO EVENT SHALL DSQ OR ANY OF ITS AFFILIATES BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DSQ SERVICES, REGARDLESS OF WHETHER DSQ HAS NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. WITHOUT LIMITING ANY OF THE FOREGOING, IF DSQ OR ITS AFFILIATES IS FOUND LIABLE TO YOU OR ANY THIRD PARTY, DSQ AND ITS AFFILIATES’TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, SHALL NOT EXCEED THE FEES PAID TO DSQ BY YOUR EMPLOYER OR THE SUBSCRIBER AS APPLICABLE IN CONNECTION WITH YOUR USE OF THE DSQ SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVEN RISE TO THE CLAIM.

14. Default and Remedies. If you are in default or breach of this Agreement, DSQ may stop providing the Services to you and discontinue your access to and use of the DSQ Services and the Services; if permitted by the Subscription, your Employer’s access to the DSQ Services may be discontinued.

15.  Indemnification. You agree to indemnify DSQ, its affiliates, officers, directors, Users, agents, and contractors harmless from and against any claims, losses, liabilities, damages, costs, and expenses (including attorney fees AND EXPENSES) in connection with, arising out of, or relating to: (a) your breach of this Agreement; (b) any User Content or User Personal Data; (c) your access to and use of the DSQ Services; and (d) your violation of any applicable law, regulation, or code, or your violation of any rights of another. This obligation survives indefinitely the termination and/or expiration of this Agreement and your status as a user of the DSQ Services.

16. General.

16.1. Complete Agreement. This Agreement constitutes the entire agreement between you and DSQ concerning your use of the DSQ Services.

16.2. Amendment. DSQ may change this Agreement at any time as indicated in Section 2. This Agreement may not be otherwise amended except in writing and signed by both parties. Notwithstanding any other provision of this Agreement, for purposes of this provision, a “writing” does not include an e-mail message.

16.3. Enforceability and Waiver. If any term of this Agreement is found void or unenforceable, all other terms remain in full force and effect. None of the requirements of this Agreement shall be considered waived by either party unless the waiver is in writing, signed by duly authorized agents or representatives of each party. The waiver by either party of a breach or a violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.

16.4. Assignment. You may not transfer, sell, sublease, assign, pledge, or encumber any of your rights under this Agreement without the prior written consent of DSQ. DSQ may sell, assign, or transfer this Agreement without notice to or consent by you, and the new owner will have the same rights and benefits that DSQ now has.

16.5. Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, omit, construe, describe, or affect the scope or extent of the provisions of this Agreement.

16.6. Applicable Laws, Exclusive Jurisdiction, and Waiver of Jury Trial. DSQ operates the DSQ Services from its office in Pittsburgh, Pennsylvania. This Agreement is governed by the laws of Pennsylvania (excluding conflicts of laws provisions). DSQ makes no representation that the Services are appropriate or available for use outside of the United States, and access to them where their content is illegal is prohibited. If you choose to access the Services from other locations, you are responsible for compliance with local laws. You may not use or export the Services in violation of U.S. export laws and regulations. The exclusive venue and jurisdiction for any dispute arising between DSQ and you shall be in the federal and state courts situated in Allegheny County, Pennsylvania. You irrevocably consent to the jurisdiction of the state and federal courts of Allegheny County, Pennsylvania for any dispute that may arise between the parties.

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16.8. Force Majeure. Any delay or nonperformance of any provision of this Agreement by DSQ that is caused by conditions beyond the reasonable control of DSQ shall not constitute a breach of this Agreement. Conditions beyond the reasonable control of DSQ include, but are not limited to, natural disasters, acts of government after the date of this Agreement, power failure, fire, flood, acts of God, labor disputes, embargoes, acts or omissions of carriers or suppliers, explosions, riots, acts of war or terrorism, and epidemics.

16.9. Electronic Communications and Signatures. You consent to receive communications from DSQ electronically. DSQ will communicate with you by e-mail or by posting notices on the DSQ Services. You also consent to the electronic formation of contracts and agreements between you and DSQ. You agree that all contracts, agreements, notices, disclosures, and other communications that DSQ provides to or forms with you electronically satisfy any legal requirement that such contracts, agreements, notices, disclosures, and communications be in writing, or that any signature to any contract or agreement be in writing. IF AT ANY TIME YOU NOTIFY DSQ THAT YOU REVOKE THE CONSENTS CONTAINED IN THIS PARAGRAPH, YOUR ACCESS TO THE DSQ SERVICES, THE WEBSITE, THE DOCUMENTATION AND THE SOFTWARE WILL BE IMMEDIATELY TERMINATED, AND THE RIGHTS AND RESPONSIBILITIES OF YOU AND DSQ SHALL BE GOVERNED BY THE RELEVANT PROVISIONS OF THIS AGREEMENT.