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Terms & Conditions

PLEASE READ THIS LEGAL STATEMENT TERMS & CONDITIONS CAREFULLY BEFORE USING THIS PRODUCT OR SERVICE

This document details the terms of a legal agreement (the “Legal Statement”) between you (the “User”) and Dakota Software Corporation (“Dakota”) and applies to the use, access and restrictions related to Dakota Inspections, ( the “Product”)Product until such time as the User has entered into a Master Services Agreement and Statement of Work with Dakota, which more specifically set forth the terms of use and obligations of each party with respect to Dakota Inspections.

By accessing this Product, you acknowledge that you have read and understood the Legal Statement and, you voluntarily agree to be bound by the Legal Statement. You also agree to comply with all laws and regulations applicable to the use of the Product, to the use of the Internet, and to the activities involved in using the Product.  If you do not agree with the Legal Statement, then do not use the Product.

1. Background

Dakota is the owner of the Product.  User wishes to access and use the Product on a free trial basis for a period not to exceed thirty (30) days, unless extended in writing by Dakota (the “Trial Period”). Following the expiration or earlier termination of the Trial Period, the User shall either enter into a Master Services Agreement and Statement of Work with Dakota for the continued use of the Product or the User shall cease and desist from using and/or accessing the Product in any way.  During the Trial Period, Dakota reserves the right to: change, suspend or discontinue any Product, or feature or aspect of any Product; add, remove or modify any content included in any Product; limit, alter, or terminate the User’s access to the Product without notice.

2. Dakota Intellectual Property Rights

All information, content and material made available by Dakota through the Product, including, without limitation, any computer code, design, text, algorithms, techniques, inventions, know-how, processes, reports, analyses, as well as any copyrights, trademarks, patents, trade secrets, or other proprietary rights comprising or included in the Product (collectively, the “Content”) is owned by Dakota. The compilation of the Content on this Product is the exclusive property of Dakota and is protected by U.S. and international copyright Law.  Dakota retains all rights in this Content. The Content and any and all such copyrighted material may not be modified, copied, distributed, or sold in any form or by any means, in whole or in part, without the prior written consent of Dakota. This Legal Statement and Dakota’s grant of access to the Product convey no right, title, or interest, expressly or by implication, in the Product or in any copyright, patent, trademark, trade secret, derivative works created in conjunction with, or other intellectual property or proprietary right in the Product. Upon learning of any unauthorized use of or access to the Product, User will promptly notify Dakota and furnish details of such occurrence, will assist in preventing any recurrence thereof, and will cooperate fully in any litigation or other proceedings undertaken to protect the rights of Dakota.

3. User Content

The Legal Statement and User’s use of the Product conveys no right, title, or interest, expressly or by implication, in any data and information  of and specific to User that is entered into the Product by User during the normal use of the Product (“User Data”). User retains sole and exclusive title to all portions of the User Data and copies thereof. 

4. Restrictions on Use

The Product, may be used only by an “Authorized User”, defined to be a person to whom User has provided a user ID and password and who User represents to Dakota as (i) having a bona fide need to access and use the Product solely and exclusively to support the business objectives of the User as related to the trial use of the Product contemplated herein; and (ii) will comply with the terms of this Legal Statement. User is responsible to ensure that each Authorized User agrees to comply with the terms of this Legal Statement. 

Except as expressly authorized by Dakota, User will not itself, nor through any parent, subsidiary, affiliate, agent or third party:

  • Copy, modify or create derivative works based upon the Product or Documentation;
  • Hack, illegally gain access to, or reverse engineer the Product in whole or in part, or attempt to do so;
  • Defeat, disable or circumvent any protection mechanism related to the Product, or attempt to do so;
  • Sell, lease, license, distribute, sublicense or rent to any third party any portion of the Product or the Documentation;
  • Disclose, permit access to, or make available to any third party other than an Authorized user, any portion of the Product or the Documentation, or, in particular, without limiting the generality of the foregoing, allow any party to use the Product; or
  • Export the Product in violation of any U.S. Department of Commerce export administration regulations or other laws or regulations.
5. Confidential Information

Each party (for purposes of this Section, the “Receiving Party”) undertakes to treat confidentially all material, non-public, business-related information, written or oral, whether or not it is marked as such, which has been provided to it (for purposes of this Section, the “Disclosing Party”) (“Confidential Information”). This obligation will not apply to any information which was already known to the Receiving Party prior to its receipt from the Disclosing Party, becomes available to the Receiving Party by means other than by a violation of this clause, is or becomes part of the public domain through no fault of the Receiving Party or was developed independently by the Receiving Party without reference to the Confidential Information. The Product constitute Confidential Information of Dakota. User Data constitutes Confidential Information of User.

Each Receiving Party acknowledges and agrees that the unauthorized disclosure or use of Confidential Information, or violation of the Disclosing Party’s proprietary rights therein, may cause immediate and irreparable harm to the Disclosing Party for which money damages may not adequately compensate.  Accordingly, notwithstanding any other provision of this Agreement, the Receiving Party agrees that in the event of any unauthorized disclosure or use of Confidential Information, the Product or Documentation or threat of same, or any other violation or threatened violation of the Disclosing Party’s proprietary rights in Confidential Information, Disclosing Party will be entitled, in addition to all other rights and remedies available under applicable law, to seek immediate injunctive relief from any court or tribunal with authority to grant such relief, without the necessity of providing bond.

If the Receiving Party is required or requested (by legal process, civil investigative demand or similar process) to disclose any Confidential Information, the Receiving Party, where permitted by law, will promptly notify the Disclosing Party of such requirement or request so that the Disclosing Party may seek an appropriate protective order or waive compliance with this Section.  

Notwithstanding the restrictions in this Section, User hereby agrees that Dakota may disclose information provided to it by User to third party entities with whom Dakota has contracted with in order to provide the Product to User, including but not limited to, partners, consultants, and contractors that provide content, colocation and/or data storage information, provided such third parties have signed agreements with confidential information provisions substantially similar to those in this Section. 

6. Warranties and Limitation of Liability

DAKOTA SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DAKOTA PRODUCTS AND CONTENT ARE PROVIDED TO USER ”AS IS”. DAKOTA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE PRODUCT, CONTENT OR ERRORS OR OMISSIONS,  IN TERMS OF ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT AND CONTENT IS ASSUMED BY USER.

DAKOTA SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES. IN ANY JURISDICTION WHERE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY TYPE OF DAMAGES IS PROHIBITED, THE COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT ALLOWED BY THAT JURISDICTION. 

7. Venue and Jurisdiction

Claims relating to this Product, to the use of this Product, and to the information and content, available through this Product are governed by the laws of Ohio. User hereby unconditionally, voluntarily, and irrevocably consents to submit to the exclusive jurisdiction of the courts located in Cuyahoga County, Ohio for any litigation concerning the Product, use of the Product and any information received through the Product.

8. Survival

The provisions set forth in this Legal Statement relating to ownership, confidentiality, indemnification, and governing law will survive the termination or expiration of this Agreement.