Last Updated: November 8, 2023
PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT AND TERMS OF USE (“TERMS OF USE”) BEFORE USING THE "DASHBOARD SERVICES" (AS DEFINED BELOW).
IN ADDITION TO OTHER BINDING CONTRACTUAL PROVISIONS, SECTION 20 OF THESE TERMS OF USE CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES.
BY USING DASHBOARD SERVICES, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE ARBITRATION AGREEMENT.
All use of the Dashboard Services is conditioned on your compliance with the following Terms of Use. By using the Dashboard Services (whether or not you have an account or subscription) or by clicking a box that states that you accept or agree to the Terms of Use, you signify your unconditional agreement to be bound by the Terms of Use, including any future modifications, and to abide by all applicable laws, rules, and regulations. Please read through the Terms of Use carefully. If you do not agree to be bound by the Terms of Use, you may not use the Dashboard Services. Your use of the Dashboard Services is subject to your continued compliance with the Terms of Use.
These Terms of Use are binding on all Authorized Users. These Terms of Use and any purchase order (“Purchase Order”) signed by the client identified therein (“Client”), form the agreement (“Agreement”) between DDS Dashboard, LLC (“Dashboard”) and Client. Dashboard and Authorized Users may be referred to in this Agreement individually as “Party” and collectively as “Parties.”
1.1 Authorized Users: Client, Client's employees, or other individuals performing services for Client, who are authorized to access the Dashboard Services.
1.2 Client Data: All data, information, content, or material that Client or any of its Authorized Users owns the rights to and enters into the Dashboard Website or has entered on its behalf.
1.3 Documentation: Any of Dashboard's written materials made available to users of the Dashboard Services to guide the user in the execution, comprehension, or other use of the Dashboard Website or other necessary software, including user guides, training materials, worksheets, workbooks, reference materials, and other documentation provided by Dashboard, whether in printed or electronic form.
1.4 Effective Date: The date indicated in the Purchase Order signed by Client.
1.5 Intellectual Property: All intellectual property and similar proprietary rights, arising under the laws of the United States or any jurisdiction throughout the world, including:
(a) trademarks, service marks, trade dress, brand names, logos, trade names, and other indicia of source or origin and all goodwill related thereto, and applications and registrations for the foregoing
(b) inventions, discoveries, ideas, and creations (regardless of whether patentable)
(c) trade secrets and other non-public, proprietary, or confidential information, including know-how, business plans, customer lists, and source code
(d) works of authorship, databases, compilations, copyrights, industrial designs, and registrations and applications therefor
(e) computer programs, including all software implementations of algorithms, models, and methodologies, whether in source code, object code, or firmware, including components thereof
(f) technology
(g) domain names and social media identifiers and related accounts
1.6 Dashboard Services: Dashboard is an online platform that presents Authorized Users with management tools useful in the management of a business organization. Dashboard Services are the software solutions identified on any Purchase Order signed by Dashboard and Client and made available to Authorized Users via the Internet.
Dashboard Website: All information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files, and other technology inherent in Dashboard's website located at www.ddsdashboard.com (or such other web address selected by Dashboard from time to time).
2.1 Subject to the terms and conditions of this Agreement, Dashboard shall provide the Dashboard Services to Authorized Users.
2.2 Dashboard Basic: Dashboard Basic, a limited feature version of Dashboard, is available on a month-to-month subscription.
2.3 Dashboard Advanced: Dashboard Advanced, a version of Dashboard that includes all commercially available Dashboard features, is available as an annual subscription service. Client's initial subscription term (the "Initial Term") commences upon the Effective Date specified in Client's Purchase Order and shall remain in force until the one (1) year anniversary of the Effective Date, at which time it will automatically renew for successive terms of one (1) year each (each such term being a "Renewal Term"; the Initial Term and all Renewal Terms, if any, may be referred to as the "Term").
3.1 Dashboard Basic: There is at this time no fee for use of Dashboard Basic unless otherwise indicated in a Purchase Order signed by Client. In the event Dashboard charges for use of Dashboard Basic in the future, the applicable fee will be specified in a Purchase Order signed by Client.
3.2 Dashboard Advanced: The annual subscription fees for use of Dashboard Advanced and other more advanced versions of the Dashboard platform which may be released from time to time ("Subscription Fees") are set forth on the Purchase Order signed by Client. Subscription Fees are charged annually and are payable in advance of the commencement of each Term. SUBSCRIPTION FEES ARE NOT REFUNDABLE.
3.2.1 At the end of each then-current subscription Term, each subscription will be automatically renewed for an additional one-year Term unless Client provides written notice of non-renewal to Dashboard on or before the expiration date of the then-current Term. Subscription Fees for each Renewal Term will be at Dashboard's then-current rates. Unless another payment method has been specified, Dashboard will charge Client's payment information on file for the Renewal Term Subscription Fees. SUBSCRIPTION FEES FOR THE INITIAL AND RENEWAL TERMS ARE NOT REFUNDABLE.
3.2.2 Dashboard reserves the right to suspend Dashboard Services if Client has not paid the applicable Subscription Fees when due.
3.3 Billing and Payment: Client authorizes Dashboard to bill Client's credit card for the Initial Term Subscription Fee on the purchase date, and then on or near the corresponding date of every year that follows while the subscription remains in effect. If, for any reason, Client's Subscription Fee is not timely paid, Client agrees that Dashboard may suspend or terminate Client's subscription to the Dashboard Services. Dashboard may charge a fee for reinstatement of suspended or terminated accounts. Client agrees that until its subscription to the Dashboard Services is properly canceled or terminated in accordance with this Agreement, it will continue to accrue charges for which it remains responsible, even if it does not use the Dashboard Services. Client shall be responsible for any taxes applicable to Client's receipt and use of Dashboard Services. Unless otherwise expressly stated, all fees are stated in United States dollars.
If Client has entered into a service agreement with MGE, Client agrees that Dashboard shall provide MGE unrestricted access to Client's account and Client Data, including the right to upload, add, remove, and amend Client Data and take any and all other actions on behalf of Client with respect to the Dashboard Services. SERVICES PROVIDED BY MGE ARE NOT INCLUDED IN THE DASHBOARD SERVICES, NOT INCLUDED IN AMOUNTS BILLED BY DASHBOARD, AND NOT CONTROLLED BY THIS AGREEMENT.
5.1 Standard License: During the Term, Dashboard grants to Client a non-exclusive, non-transferable, non-sublicensable, worldwide right to access the Dashboard Website via the Internet solely for the purpose of using the Dashboard Services for Client's internal business purposes and solely by the number of Authorized Users listed on the applicable Purchase Order.
5.2 License Restrictions: No Authorized User shall, directly or indirectly:
(a) copy the Dashboard Services
(b) reverse engineer, map, decompile, disassemble, or otherwise derive or attempt to discover the source code, internal structure, organization, or underlying ideas or algorithms of the Dashboard Services
(c) modify, enhance, translate, compile, or create derivative works of the Dashboard Services
(d) analyze the Dashboard Services for the purpose of creating services or products having similar functionality as the Dashboard Services
(e) rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to use the Dashboard Services
(f) use the Dashboard Services for the benefit of a third party
(g) remove any proprietary notices from the Dashboard Services
(h) create any link to the Dashboard Services or frame or mirror the content contained on, or accessible from, the Dashboard Services
(i) attempt to gain unauthorized access to the Dashboard Services
(j) access the Dashboard Services other than through Dashboard's interface
(k) use the Dashboard Services for any purpose or in any manner that is unlawful or prohibited by this Agreement
Dashboard shall issue to Client, or shall authorize a Client administrator to issue, a password for each Authorized User for whom Client has paid the applicable Subscription Fee, to use Client's account. Client is responsible for maintaining the confidentiality of all usernames and passwords and for ensuring that each username and password is used only by the Authorized User and/or Client administrators. Client is solely responsible for all usage of the Dashboard Services or activities on the Dashboard Website resulting from access through use of Client's usernames and passwords. Client agrees to promptly notify Dashboard of any unauthorized use of Client's account, or any other breach of security known to Client.
7.1 As between Dashboard and Client, Client owns all right, title, and interest in the Client Data. Client is responsible for obtaining all licenses or rights necessary for the use of Client Data in and with the Dashboard Services. Client represents and warrants that Client has all rights (including third-party licenses and consents) necessary for Dashboard to access and use Client Data in the performance of the Dashboard Services and any other services.
7.2 Client grants to Dashboard a non-exclusive, non-transferable, worldwide, terminable-at-will, royalty-free license for the Term to:
(a) receive, retrieve, copy, store, configure, perform, display, process, use, and transmit any Client Data necessary or reasonably desirable to provide the Dashboard Services
(b) use, copy, manipulate, and store any Client Data that will be archived, stored, or otherwise transmitted in connection with the Dashboard Services
(c) de-identify and/or anonymize Client Data and aggregate such content and data with de-identified and/or anonymized content and data from other Dashboard customers ("Data Aggregations") for purposes including, without limitation, product and service development, algorithm training and machine learning, commercialization, or quality improvement initiatives
All Data Aggregations will be the sole and exclusive property of Dashboard.
7.3 Client is responsible for the accuracy, quality, integrity, and legality of all Client Data, and Dashboard assumes no responsibility for the deletion, correction, destruction, loss, infringement, or failure to store any Client Data. Dashboard assumes no responsibility for any actions that may be taken by MGE with respect to Client Data. Dashboard may, with notice to Client, review, edit, and delete any Client Data that Dashboard reasonably determines in good faith violates this Agreement, provided that Dashboard has no duty to prescreen, control, monitor, or edit any Client Data.
7.4 All Authorized Users acknowledge that the Dashboard Services are not designed with security and access management for processing protected health information ("PHI"). No Authorized User or other person shall provide any PHI to, or process any PHI through, the Dashboard Services. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any PHI.
8.1 Hardware and Network Services: Client is responsible for obtaining and maintaining all computer hardware, software, communications equipment, and communications network services needed to access the Dashboard Services, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Dashboard Services.
8.2 Conduct: All Authorized Users agree to:
(i) abide by all local, state, national, and international laws and regulations applicable to use of the Dashboard Services, including all laws regarding the transmission of technical data exported from the United States through the Dashboard Services
(ii) comply with all regulations, policies, and procedures of networks connected to the Dashboard Services
Authorized Users shall not:
(a) knowingly upload or distribute files containing viruses, corrupted files, or similar software that may damage the Dashboard Services
(b) post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene, or otherwise inappropriate materials
(c) use the Dashboard Services in any manner that is illegal or violates applicable laws
(d) use or launch automated systems that send more request messages to Dashboard's servers than reasonably possible for a human user with a conventional browser
(e) damage, disable, overburden, or impair Dashboard's Website or systems or interfere with other users' use of the Dashboard Services
8.3 Consent to Communications: Client must maintain a valid email address and cell phone number throughout the Term. All other Authorized Users must maintain a valid email address. All Authorized Users consent to receive electronic communications from Dashboard consistent with Dashboard's Privacy Policy.
Dashboard shall provide Client with updates, enhancements, and new releases for the Dashboard Services during the Term as are generally made available to its customers. Support for Authorized Users will be provided by email or Dashboard Chat during business hours (9:00 AM EST to 5:00 PM EST). Dashboard will endeavor to respond to support inquiries within forty-eight (48) hours.
10.1 Confidentiality:
By virtue of this Agreement, each Party may obtain, learn, develop, or have access to information that is confidential to another Party ("Confidential Information"). Confidential Information includes, but is not limited to, copyrighted materials, trade secrets, intellectual property, proprietary financial information, personally identifiable employee or patient information, computer code, access codes, or other similar materials.
The receiving Party shall protect the disclosing Party's Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the receiving Party uses to protect its own Confidential Information of a similar nature against unauthorized use, disclosure, or publication.
The confidentiality obligations set forth in this Section do not apply to information that:
(i) is or becomes a part of the public domain through no act or omission of the receiving Party
(ii) was in the receiving Party's lawful possession prior to the disclosure and had not been obtained either directly or indirectly from the disclosing Party
(iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure
(iv) is independently developed by the receiving Party without the use of or reference to the Confidential Information of the disclosing Party
The receiving Party may disclose Confidential Information if required by law, following notice (to the extent legally permitted) to the disclosing Party.
The Parties agree that a breach of this Section may result in irreparable damage to the non-breaching Party, who may seek injunctive relief and other appropriate remedies without the requirement of posting a bond. These confidentiality obligations shall survive the expiration or termination of this Agreement.
10.2 Intellectual Property:
Client acknowledges that, as between Dashboard and Client, Dashboard owns all rights, title, and interest in and to the Dashboard Website, the Dashboard Services, and all Intellectual Property provided or used by Dashboard in delivering the Dashboard Services. This includes all modifications, improvements, upgrades, derivative works, and feedback related to the Dashboard Services. No Authorized User is granted any license to use such Intellectual Property except as expressly provided in these Terms of Use.
10.3 Submission of Ideas:
Authorized Users are advised not to submit suggestions or ideas to Dashboard outside of a pre-existing and documented confidential business relationship. If an Authorized User submits ideas or suggestions outside of such a relationship, the submission grants Dashboard a non-exclusive, perpetual, irrevocable, fully paid, royalty-free worldwide license to use, transfer, sublicense, sell, reproduce, display, and create derivative works of such ideas or suggestions.
10.4 Use of Trademarks:
Neither Party may use the trademarks, service marks, trade names, trade dress, logos, or the name of the other Party without prior written consent, except that Dashboard may identify Client as a customer using the Dashboard Services.
The Dashboard Services and access to the Dashboard Website and its contents are provided to Authorized Users "AS IS" and without warranty. Dashboard expressly disclaims all express and implied warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Dashboard does not warrant that the Dashboard Services will meet Client's requirements or that they will be uninterrupted, error-free, or secure.
The cumulative liability of Dashboard for all claims arising from or relating to this Agreement will not exceed the total amount of Subscription Fees paid by Client during the twelve (12)-month period prior to the act, omission, or occurrence giving rise to such liability.
In no event shall Dashboard, its owners, managers, officers, employees, or contractors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including lost profits, business interruption, or data loss) arising out of or in connection with the Dashboard Services, use of the Dashboard Website, or any linked website.
Client agrees to defend, indemnify, and hold harmless Dashboard, its subsidiaries, affiliates, officers, directors, employees, and contractors ("Indemnified Parties") from any claim, demand, damages, costs, and expenses (including reasonable attorney's fees) arising from:
(i) any use of the Dashboard Services by an Authorized User in violation of this Agreement
(ii) any breach of this Agreement by an Authorized User
(iii) an Authorized User's gross negligence, fraud, or willful misconduct
14.1 Dashboard reserves the right to make changes to the Dashboard Services, Documentation, or Dashboard Website that it deems necessary or useful.
14.2 Dashboard may amend these Terms of Use from time to time. Any changes will become effective automatically ten (10) days after posting on the Dashboard Website. Continued use of the Dashboard Services constitutes acceptance of and agreement to the amended Terms of Use. Disputes arising under these Terms of Use will be resolved based on the version in effect at the time the dispute arose.
15.1 Cancellation by Client:
Client may cancel its subscription at any time by sending an email to admin@ddsdashboard.com with "Cancel" in the subject line. The email must originate from the primary email address on record.
15.2 Timing of Cancellation:
Cancellation requests received prior to the anniversary of Client's Effective Date will result in termination at the end of the current Subscription Term. Cancellation requests received after the Effective Date will result in termination at the end of the Renewal Term. Subscription Fees for Renewal Terms are not refundable.
15.3 Termination for Breach by Dashboard:
If Client terminates this Agreement due to a material breach by Dashboard and Dashboard fails to cure the breach within thirty (30) days of receiving written notice, Client may receive a pro-rated refund for the remaining period of the Subscription Term.
15.4 Termination by Dashboard:
Dashboard reserves the right to terminate or suspend access to the Dashboard Services at any time. If Dashboard terminates without cause, Client will receive a pro-rata refund for any prepaid Subscription Fees. No refund will be issued if termination is due to Client's material breach.
15.5 Post-Termination Obligations:
Upon termination, all rights granted under this Agreement cease, and Client must discontinue use of the Dashboard Services. Dashboard may destroy or overwrite Client Data as described in Sections 15.6 and 15.7. Certain obligations, such as confidentiality and indemnification, will survive termination.
15.6 Return of Client Data:
Client may request return of its data within sixty (60) days after termination. Dashboard will either provide limited access to retrieve data or export the data in a standard format for an additional fee.
15.7 Deletion of Data:
(a) At Client’s request, Dashboard will permanently delete Client Data unless required for regulatory, legal, or audit purposes.
(b) If no request is made, Dashboard may delete Client Data according to its data retention policies.
All notices, statements, instructions, or consents required or permitted under this Agreement must be sent in writing and delivered by one of the following methods:
If to Dashboard:
Attn: Dan Brown and Legal Officer
11800 30th Court North
St. Petersburg, Florida 33716
Email: admin@ddsdashboard.com
If to Client:
To the address or email provided by Client on the Purchase Order or as modified by Client through written notice to Dashboard.
No Authorized User may transfer or assign any rights or obligations under this Agreement without prior written consent from Dashboard. Dashboard may freely assign or transfer this Agreement or any of its rights and obligations to a successor in the event of a merger, acquisition, corporate reorganization, or sale of assets.
For twelve (12) months following the expiration or termination of this Agreement, Client agrees not to solicit, employ, or contract any employees of Dashboard without prior written consent. Should Client breach this obligation, Client will pay Dashboard an amount equal to the individual's total compensation for the preceding year.
Dashboard is not liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to labor disputes, natural disasters, acts of war, terrorism, governmental actions, or other similar events ("Force Majeure Events").
This Agreement is governed by the laws of the State of Florida.
Any dispute, controversy, or claim must be resolved exclusively through binding arbitration in St. Petersburg, Florida, under the rules of the American Arbitration Association.
By agreeing to arbitration, all Parties waive the right to a judge or jury trial and agree to bring claims only in their individual capacity. Claims may not be brought as part of a class or representative action, and the arbitrator has no authority to grant class-wide relief.
The substantially prevailing party in arbitration will be reimbursed for all reasonable legal fees and costs. Arbitration fees will be shared equally between the Parties.
Contact Us:
If you have any questions about this Agreement, please contact us at admin@ddsdashboard.com.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.