Decisions

SOFTWARE LICENSE AGREEMENT This Software License (this “Agreement”) is a binding agreement between Decisions, LLC (“Decisions”) and you (“you” or “Licensee”). DECISIONS PROVIDES THE LICENSED PROGRAM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING “I ACCEPT” OR BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE LICENSED PROGRAM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE SELECT “I DECLINE” AND DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE LICENSED PROGRAM OR DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY LICENSED PROGRAM THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF DECISIONS’ LICENSED PROGRAM. 1. Access and Use. Subject to and conditioned upon Licensee’s compliance with all terms of this Agreement, Decisions grants to Licensee a non-exclusive, non-transferable, non-sublicenseable, revocable and limited license (the “License”) to download, install, access and use the Licensed Program and Documentation. Licensee may use the Licensed Program solely for Licensee’s own internal business operations one (1) computer. Reproduction or distribution of the Licensed Program is prohibited. 2. Restrictions. You shall not, and shall not permit any third party to, use the Licensed Program or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any third party to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Program or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Licensed Program, in whole or in part; (iv) remove any proprietary notices from the Licensed Program or Documentation; or (v) use the Licensed Program or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. You may not access or use the Licensed Program for competitive purposes or to develop software or services competitive with Provider. 3. Intellectual Property Ownership; Feedback. As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Licensed Program. No title to or ownership in the Licensed Program is transferred to Licensee. All rights, title and interest in and to the Licensed Program and its components, including all related intellectual property rights, patents, copyrights, trade secrets and other proprietary rights will remain with and belong exclusively to Decisions and its third-party vendors. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Licensed Program, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. 4. System Requirements. Licensee is responsible for obtaining, installing and maintaining all internet connections, hardware, software, interfaces and such other system and network requirements to properly install, download, run, use and access the Licensed Program. 5. Warranty Disclaimer. THE LICENSED PROGRAM AND DOCUMENTATION ARE “AS IS.” DECISIONS MAKES NO WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR DOCUMENTATION. DECISIONS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSEE MAKES NO WARRANTY OF ANY KIND THAT THE DECISIONS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. NO INFORMATION OR ADVICE OBTAINED BY LICENSEE FROM DECISIONS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. 6. Term and Termination. The term of this Agreement begins upon acceptance and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until you cease using the Licensed Product or we terminate your right to access and use the Licensed Product. Decisions may terminate this Agreement at any time, without cause, upon written notice to you. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Licensed Program and Documentation, and you shall delete, destroy, or return all copies of the Licensed Program. This Section 6 and Sections 2, 3, 5, 7, 8, 9, 10, 11 and 13 survive any termination or expiration of this Agreement. 7. Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold harmless Decisions from and against any claims, actions or demands, including, without limitation, reasonable legal, expert and professional services fees, arising or resulting from Licensee’s breach of this Agreement, or Licensees’ and Licensees’ end users’ access to, use, misuse or illegal use of the Licensed Program. Decisions will provide Licensee notice of any such claim, suit, or proceeding. Decisions reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case Licensee agrees to cooperate with any reasonable requests to assist Decisions’ defense of such matter. 8. Limitation of Liability. IN NO EVENT WILL DECISIONS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DECISIONS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DECISIONS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $50. 9. Governing Law. This Agreement and all claims, controversies, and causes of action arising out of or relating to this Agreement, shall be governed by the laws of the Commonwealth of Virginia, United States excluding its choice of law rules. The Uniform Computer Information Transactions Act shall not apply. Licensee hereby express agrees to submit to the exclusive personal jurisdiction of the federal and state courts of the Commonwealth of Virginia, for the purpose of resolving any dispute relating to this Agreement or Licensee’s access to or use of the Licensed Program. 10. Jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in the state or federal court whose jurisdiction encompasses Virginia Beach, Virginia, United States. Decisions and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. 11. Attorneys’ Fees. In the Decisions commences legal action to enforce any term of the Agreement, Decisions, if it is the prevailing party in such proceeding, will be entitled, in addition to any other rights and remedies it may have, to recover its reasonable costs, expenses, and attorneys’ fees incurred in such proceeding from the other party. 12. Federal Government End Use Provisions. If Licensee is a U.S. federal government end user, the Licensed Program is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Licensed Program is licensed to Licensee with only those rights as provided under the terms and conditions of this Agreement. 13. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.decisions.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. Decisions has and will maintain a reasonable and appropriate Privacy Policy https://decisions.com/privacy-policy/ designed to address privacy risks related to Licensee Data. Licensee acknowledges and agrees that such Privacy Policy is subject to change at Decisions’ discretion; however, any such changes shall not result in a material reduction to the level of protection provided for Licensee’s Data. When providing Services on Licensee’s premises and when accessing Licensee Systems, Decisions will comply with Licensee’s then-current safety and security policies as provided by Licensee to Decisions. Updated 5/22/2022

Terms of Service