RITA℠ User Agreement and Terms of Use
This is the User Agreement and Terms of Use for the Service, defined and described below, which is made available to you by Decision Technologies Corporation (“DTC”). This is also where you will find posted updates to this User Agreement and Terms of Use in the future.
YOUR USE OF THE RITASM SITE AND ANY OF ITS CONTENTS, INCLUDING BUT NOT LIMITED TO, ANY TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE, AND GRAPHICS CONTAINED OR PROVIDED THROUGH IT, OR OTHERWISE PROVIDED TO YOU BY DTC, IN ANY FORM OR MEDIA, AND ALL SERVICES THAT MAY BE PROVIDED IN CONJUNCTION WITH IT, ARE COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICE”, AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (“AGREEMENT”). BY SUBSCRIBING TO THE SERVICE, USING THE SERVICE IN ANY WAY, OR ACCEPTING ANY RELATED SERVICES FROM DTC, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND THIS AGREEMENT, (2) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO IT; AND (3) HAVE AGREED TO BE AND ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
DTC may change the terms and conditions of this Agreement at any time. A notification of any such change(s), as well as the revised Agreement itself, will be posted in the “EULA,” “Your Information,” “Help”, and/or “Terms of Service” sections. You will be responsible for regularly checking such sections and for reviewing any changes to the Agreement. By using the Service after any such changes are made, you signify your acceptance of such change(s) and your agreement to be bound by them.
Section 1. Use of this Service.
Subject to the terms of this Agreement, DTC grants to you a revocable, non-transferable, non-exclusive right to use those portions of the Service, to which you are granted access but solely for your own personal investing-related research and/or educational purposes, not for any other use, whether for yourself or by, for, or on behalf of any third party, including without limitation any use for or in connection with any commercial activity and/or service, or in connection with advising third parties, or buying, selling, recommending, or trading securities for or on behalf of third parties, whether or not performed for compensation.
Unless otherwise specifically authorized in writing by DTC, prohibited uses of the Service and information obtained through its use also include, but are not limited to:
You warrant to DTC that you will not use the Service for any purpose that is unlawful, and that you will comply with any applicable local, state, national, or international laws or regulations when using the Service.
To eliminate any potential confusion about this, you may not permit use of the Service by, or provide your log in / authentication credentials to, any other person(s) and/or entity(ies) for any purpose(s) whatsoever.
If you suspect that your login / authentication credentials have been stolen and/or are being used in violation of this Agreement, you must promptly notify us and provide all information available to you and as may be requested by us. A breach of these requirements will subject you to a termination of the Service without refund of any fees paid.
RITASM is not designed for commercial use by “Securities Professionals.” RITASM is intended for use only by individual investors, for their own personal use, as detailed above, and is not intended for commercial or any other use, including without limitation providing investment advice and recommendations, for or on behalf of any third parties. Any such use will constitute a breach of this Agreement.
A “Securities Professional” means a person who: (i) acts as an investment advisor and/or securities broker or dealer in the purchase or sale of securities or is registered or qualified in any capacity under any federal or state securities or commodities trading law, rule, or regulation or the rules or regulations of any securities or commodities exchange, market, association, or SRO (such as FINRA); (ii) falls within the definitions of “investment advisor” as that term is defined in the Investment Company Act of 1940 or other federal and/or state law; or (iii) is engaged in the business of managing or directing a fund or portfolio of assets (that includes negotiable financial instruments) owned principally by third parties (i.e., persons or entities other than the user).
If you are a “Securities Professional” and wish to commercially use DTC’s patented decision-assistance technology in your business, DTC’s “Professional RapidReview ToolTM” (“ProRRTTM”) is specifically designed and offered for that purpose. For information about the ProRRTTM and to obtain a license to use it, click here.
Use of the Service is intended only for citizens or residents of the United States and its territories.
Subject to the terms of this Agreement, you may download or print hard copies of pages or reports from the Service or portions thereof but only in connection with your authorized and permitted uses of the services as provided in this Agreement. Any such downloads/hard copies must at a minimum contain the following notice: “Copyright © (the then current year) Decision Technologies Corporation. All rights reserved.”
Except as expressly set forth in this Agreement, you may not modify, copy, distribute, disclose, re-transmit, sub-license, sell, publish, broadcast, or circulate the Service and/or your user name, passwords, security codes, and/or access to any portion of these (including, but not limited to, any download or printed copies made from it) without DTC’s prior written consent.
You agree that any information obtained through use of the Service shall not be copied or distributed to any third party, and you agree that you will not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, reverse-engineer, export, sub-license, rent, sell, or otherwise use or attempt to use any portion of the Service and/or DTC’s technology and/or intellectual property for any purpose(s) not expressly authorized in this Agreement.
Actual or attempted unauthorized use of the Service may result in criminal or civil prosecution. For your protection and other legal purposes, DTC reserves the right to view, monitor, and record activity regarding use of the Service without notice or permission from you or any other user.
Any information obtained by monitoring, reviewing, or recording may also be subject to review by law enforcement organizations in connection with investigation or prosecution of possible violation of the terms of this Agreement and regarding possible criminal activity related to use of the Service. DTC will also comply with all court orders involving requests for such information.
Anything in this Agreement to the contrary notwithstanding, informing others of the existence of this Service, the decision-assistance technology upon which it is built, and/or of their ability to similarly license it for their own personal, non-commercial use, will not be considered a prohibited “commercial use” even though you may receive a referral fee from DTC as a result of such introductions.
Section 2. Beta and Trial Use.
If DTC grants you the right to use the Service on a trial, evaluation, beta or other free-of-charge basis (sometimes referred to as a “Temporary Evaluation of Service License” / “TESL” or “Stakeholder License” / “SL”), you may only use the TESL / SL for the period limited by the license key or specified by DTC in writing, or for such shorter or longer time as DTC may determine, in its sole discretion. DTC, in its discretion, reserves the unrestricted right to terminate any the TESL / SL at any time, at which point you must immediately cease using the TESL / SL.
The TESL / SL may not have been subject to DTC’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. DTC provides the TESL / SL “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and DTC will not have any liability relating to your use of the TESL / SL.
Section 3. DTC’s Intellectual Property Ownership.
You acknowledge and agree that the Service, and all information and other material contained in or associated with it, is owned by DTC and/or its third-party content providers (“Content Providers”) and is protected by U.S. and international copyright, U.S. Patent, trademark law, as well as other state, national, and international laws and regulations, including other intellectual property and unfair competition laws.
You further acknowledge and agree that DTC is the sole owner of any information produced from the use of the Service, including any adaptations or copies thereof, and any associated intellectual property and property rights.
Except as may be expressly provided herein, DTC does not grant any express or implied right to you under any patent(s), copyright(s), trademark(s), or trade secret(s) regarding the Service and any information contained in or involved with it or produced through its use.
Accordingly, any unauthorized use of the Service may violate patent, copyright, trademark, trade secret, and other similar and/or related laws, including the laws of privacy and publicity, and other regulations and statutes.
You further acknowledge and agree that each Content Provider is a third-party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement.
Moreover, you agree to not use, nor allow any third party to use, any information you receive from and through your use of the Service, including instructional materials and knowledge, in any way detrimental to DTC, including, but not limited to any use that would result in the information being used to directly or indirectly compete with DTC, whether by you and/or by any third party.
You acknowledge that this prohibition is intended to prevent you, and/or any third party, whether or not in any way associated with and/or acting in concert with you, from unfairly participating in any competitive activities such as, but not limited to: (a) the disassembling, de-compiling, or reverse engineering, including any attempt thereto, of any software, technology, or data provided or revealed through your use of the Service; (b) the unauthorized distribution of any information received from your use of the Service, and the removing of any copyright notice, trademark notice, service mark notice, patent and/or patent-pending notice, and/or other proprietary legend set forth on or contained within any of the information you may receive from any use of the Service; and (c) developing or assisting any persons or entities in the development of any programs, technologies, processes, support services or methodologies similar to those offered by DTC hereunder.
DTC and all other names, logos, and icons identifying DTC’s products and services are proprietary marks of DTC, and any use of such marks without the express written permission of DTC is strictly prohibited. Other product and company names mentioned in this User Agreement, if any, are the trademarks of their respective owners.
You will not use or allow any third party to use any of DTC’s marks without DTC’s prior express written consent. All marks not owned by DTC are the property of their respective owners.
Section 4. Disclosure of Inventions to DTC.
You agree to promptly disclose, in confidence, to DTC all Inventions in any way related to Service, or to any functional, structural or other aspect of DTC’s decision-assistance technology including, without limitation, any potential applications of the same within the financial services industry and/or other industries and circumstances that you make or conceive or first reduce to practice or create, either alone or jointly with others, and whether or not such Inventions are patent-able, copyrightable or protect-able as trade secrets.
If developed in violation of the terms of this Agreement, you agree that the same will be the exclusive property of DTC, and you agree to take any and all actions DTC may deem necessary to ensure that title and exclusive rights to the same are vested in DTC.
If not developed in violation of this Agreement, with regard to any and all of the same you agree to and hereby grant DTC a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, sub-licensable and assignable license to make, have made, copy, modify, make derivative works of, use, publicly perform, display or otherwise distribute any such copyrightable and/or patent-able works you create, in perpetuity.
Section 5. Disclaimer of Warranties.
THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS. DTC AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases.
Section 6. No Investment Recommendations or Investment Advice.
The information provided and produced through use of the Service is not and should not be considered to be investment advice nor a recommendation, offer, endorsement, or solicitation of or for any mutual fund or ETF, or other investment product, nor is it nor should it be considered a solicitation to purchase or sell any security or investment product, as no security or investment and/or product is being recommended, offered, or sold through this Service to any person.
Further, the Service is not intended to provide fiduciary advice.
All financial and investment-related information contained in and produced through use of the Service, as well as any reference materials or links to other Web sites, are for general informational and research purposes only, and are not intended to be solely relied upon for transactional or other purposes.
ALL INVESTING INVOLVES THE RISK OF LOSS, AND THE PAST PERFORMANCE of any mutual fund AND/OR ETF is no guarantee of future RESULTS. NEITHER DTC, NOR ANY OF ITS CONTENT PROVIDERS, SHALL BE RESPONSIBLE FOR YOUR INVESTMENT DECISIONS AND/OR INVESTMENT LOSSES OR OTHER LOSSES SUFFERED BY YOU, RESULTING FROM YOUR USE OF THE SERVICE.
DTC does not offer investment-related advice regarding the quality or suitability of any investment or of any mutual fund or ETF, and DTC assumes no responsibility for and shall not have any liability for any investment decisions made or actions taken by you in reliance upon information produced through your use of the Service.
Section 7. Limitation of Liability.
NEITHER DTC, NOR ANY OF ITS CONTENT PROVIDERS, NOR ANY PERSON OR ENTITY THROUGH WHOM DTC MAKES THE SERVICE AVAILABLE, SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE USE OF OR RELIANCE ON THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES HAVE NOT BEEN WAIVED UNDER THE TERMS OF THIS AGREEMENT AND ARE EXPLICITLY MANDATED BY APPLICABLE LAW.
EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DTC AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, AND NOT COMPLETELY WAIVED BY ITS TERMS, THE SERVICE PROVIDED TO YOU, AND YOUR USE OF, OR RELIANCE ON, OR FOR ANY OTHER REASON WHATSOEVER RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUM OF $100.
EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, NEITHER DTC NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF DTC OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 8. Indemnification.
You agree to defend, indemnify, and hold harmless DTC and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses of any kind (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Service, and/or any breach by you of this Agreement or other improper act or omission by you.
In the event of a third party claim of infringement related to the Service, DTC, in its sole discretion, may, among other possible actions, elect: (i) to procure for you the right to continue to use the Service; (ii) to replace, at DTC’s cost, the Service, or any portion thereof, with a substitute that functions substantially in accordance with the applicable specifications; (iii) to modify the Service so that it does not infringe or misappropriate, provided that the Service, as modified, continues to perform substantially in accordance with the applicable specifications; or (iv) to terminate this Agreement and to pay to you a refund of any prepaid but unearned fees through the remainder of the applicable subscription period, subject to any other provisions of this Agreement. This Section sets forth DTC’s entire obligation to you with respect to any claim of infringement and/or misappropriation.
Section 9. User Password.
If you are required to select a password to access or use the Service, you may modify that password at any time and as often as you like. You may not select any password that violates any third party’s rights or is deemed by DTC, in its sole discretion to be offensive, improper, or inappropriate. If DTC determines in its sole discretion that any password you select is inappropriate for any reason, DTC may refuse to acknowledge and accept it, may delete it, and/or otherwise limit or terminate your access to the Service through use of it.
You agree to keep all of your account information up to date, use reasonable means to protect your account information, including your Username and Password, from use by any other party, and you agree to promptly notify DTC of any known or suspected use of or access to your account by any other party. If you know or believe that your Username or Password are being used by someone other than you, you must notify DTC immediately.
Your password is for your personal use only, and you agree to keep it secret and not to share it with anyone.
YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY DTC (USING THE E-MAIL ADDRESS LISTED BELOW UNDER “CUSTOMER SERVICE AND PRODUCT SUPPORT”) OF ANY UNAUTHORIZED USE OF YOUR PASSWORD.
Section 10. Third-Party Web Sites, Links, and Information.
The Service may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Service. DTC does not control this information or these products, services, or Web sites.
Any such Web sites, links to them, and/or information provided by and/or through them have not necessarily been reviewed by DTC and are maintained by third parties over which DTC exercises no control.
Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with DTC with respect to any third party, any third party’s Web site or its content, or any information, products, or services provided by a third party.
DTC does not make any representations or warranties, express or implied, regarding third party supplied information, products, services, or Web sites and expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on any such third-party Web sites, and/or the safety of your use of them.
DTC shall not be liable for your use of them and/or for any information or services you receive from them, which you agree shall be at your sole risk.
Section 11. Mutual Fund / ETF Performance-Related Information.
All performance-related and other information regarding any mutual fund or ETF is provided by one or more third parties, each being referred to herein as a Content Provider.
DTC does not warrant or guarantee the accuracy, completeness, or timeliness of any such information.
DTC advises you to always verify that information, using other trusted sources, before making any purchase or sale decisions or otherwise acting upon any of the information obtained through your use of the Service.
Section 12. Privacy and Information Made Available by You / Confidential Information.
DTC considers data of any User to be private and offers and operates the Service by using standard procedures to keep any collected information and data confidential, subject to certain exceptions described below.
DTC shall have the right to use and disclose any information provided by you through your use the Service (including but not limited to information provided through e-mail) or made available or observable through your use of the Service, for any lawful purpose.
In no event shall you be entitled to any compensation for the use of any of this information. Please see our Privacy Policy (as the same may be amended from time to time, at our discretion) which is incorporated in this Agreement, as if set forth at length herein, for further details.
Except as otherwise expressly provided herein, DTC will keep your specific, identifiable information confidential and will not share, rent, distribute, or otherwise disseminate it to third parties outside of DTC or DTC’s directly related affiliates, subcontractors or agents who may provide related goods and services.
Notwithstanding the foregoing, DTC reserves the right to use, recognize, record, and share anonymized or aggregated, non-personal information about the usage of its Service in order to continually update and/or enhance the same and/or share that anonymized or aggregated information with third parties, including using the same for marketing and other business development initiatives.
DTC reserves the right to modify, upgrade, replace, bundle and/or enhance the Service offered hereunder (“Enhancement”), during the term of this Agreement.
Further, DTC reserves the right to collect, aggregate and use information pertaining to the generic investment monitoring activity of your use of the Service for purposes of producing observations, reports or algorithms which will enable DTC to continue to provide timely and upgraded current and new products and services, which uses shall not contain your personal identifiable information (“PII”).
DTC reserves the right to delete and purge your account and all associated data, if any, if any the following occur: (i) you breach any provision(s) of this Agreement; (ii) you cancel your subscription; (iii) DTC cancels your subscription; or (iv) your subscription expires.
DTC reserves the right to place limits on and to monitor your usage of the Service. Any use by you in excess of the limits established by DTC and communicated to you will be grounds for DTC’s restriction of your use of the Service or DTC’s termination of this Agreement, in DTC’s sole discretion.
Section 13. Use of DTC Community.
To the extent the Service involves access to any forum, blog, private message, email or other medium (e.g., a comments section within a video or associated with an article) by which discussions may be facilitated, individually and/or collectively (the “DTC Community”), you understand and agree that DTC makes no representations or warranties with respect to any such portion of the DTC Community or with respect to any messages, information, or materials contained in it.
You acknowledge and agree that your use of, or reliance upon, any such messages, information, or materials is at your sole risk and expense.
DTC does not and cannot review all the information and materials provided in any DTC Community and has no responsibility or liability for any such information or materials or their use.
If DTC becomes aware of any information or materials that it determines violate the terms of this Agreement, or the DTC Community policies promulgated by DTC from time to time, or that DTC otherwise deems inappropriate in its sole discretion, DTC reserves the right to delete, move, or edit any such information or materials.
To the extent that you use and/or participate in any DTC Community, you covenant that you will: (a) comply with the DTC Community policies promulgated by DTC from time to time; (b) be solely responsible for your use of the DTC Community and any messages, information, and materials provided by you or through another user making use of your user ID or account access (which is not authorized and constitutes a breach of this Agreement); (c) not advertise or offer to sell goods or services of any kind in the DTC Community; and (d) not upload, post, publish, or transmit any messages, information, or materials that (i) restrict or inhibit any other user from accessing, using or enjoying the Service, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, (iv) violate or infringe the rights of DTC or any third party (including but not limited to copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity), (v) constitute or contain false or misleading indications of origin or statements of fact, (vi) contain software or any other commercial materials or information, or (vii) contain any viruses or other harmful component.
By uploading, posting, publishing, or transmitting any messages, information, or materials in connection with the DTC Community, you hereby grant to DTC and its affiliates a royalty-free, worldwide, perpetual, transferable, irrevocable, nonexclusive license (with the right to sub-license) to use, copy, modify, display, publicly perform, distribute, reproduce, and create derivative works of the foregoing in any form, media, software, or technology of any kind now existing or developed in the future, with regard to any such information and/or material.
Section 14. Governing Law and Jurisdiction.
This Agreement is governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the laws of any jurisdiction other than that of the State of Michigan to apply.
You hereby consent to and agree that any and all claims and/or legal actions that may arise regarding this Agreement and/or the Service shall be brought solely within (and subject to the exclusive jurisdiction of) the state courts located in Oakland County, Michigan or federal court located in Southeast Michigan, whether based in contract or tort or otherwise. Each party expressly waives the right to trial by jury.
Section 15. Waiver in General and Waiver of Class Action.
DTC’s failure to insist on strict performance of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by DTC of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement, a party’s performance hereunder or any of its acts or omissions (or any of the acts or omissions of any of its agents) will be adjudicated on an individual basis and not in a class or representative action, nor as a member of a class, mass, consolidated or representative action, irrespective of the forum in which they are heard. Any claim asserted by a party hereunder shall not be joined for any purpose with the claim or claims of any other person or entity unless all parties, including DTC, specifically agree to the joinder of individual actions.
Section 16. Entire Agreement.
This Agreement constitutes the entire agreement between you and DTC regarding the subject matter hereof and supersedes all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter.
Section 17. Assignment.
You may not assign, sub-license or otherwise transfer your rights, duties, or obligations under this Agreement without the express written consent of DTC. DTC may assign this Agreement to any affiliate or other entity in its sole and absolute discretion.
Section 18. Export Control.
You shall not distribute, redistribute or otherwise transfer the Service (or any component thereof) or any data derived from or information about DTC’s Service and/or technology (i) into (or to a national or resident of or to the government of) Cuba, Iran, North Korea, Sudan, Syria, Burma (Myanmar), Libya, China, or any country with respect to which the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software or which DTC may designate; or (ii) to anyone on or acting on behalf of or owned or controlled by an entity on the Specially Designated Nations and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (the “SDN List”) or the U.S. Commerce Department’s Denied Persons List or Entities List (collectively with the SDN List, the “U.S. Prohibited Party Lists”).
Section 19. Headings.
The headings used in this Agreement are for reference purposes only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.
Section 20. Severability.
To the maximum extent possible, each provision in this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law.
If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision.
If such modification is not possible or allowed, then such provision shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions in this Agreement.
Section 21. Force Majeure.
You expressly absolve and release DTC from any claim of harm resulting from any cause beyond DTC’s control which affects DTC’s ability to meet any obligations under this Agreement, including without limitation any failure to continuously provide the Service for a given time period, failure of electronic or mechanical equipment or communication lines, telephone or other internet problems, computer viruses, unauthorized access, theft, operator errors, terrorist activity, governmental actions, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, governmental and/or regulatory restrictions, power grid failures or disruptions, or other causes beyond DTC’s control.
DTC will use commercially reasonable efforts to resolve the disruptive effects of such challenges as soon as practicable following any Force Majeure event.
Section 22. Survival.
Sections 1-8, 10-22, and 25-26 will survive the termination or expiration of this Agreement:
Section 23. Automatic Renewal of Service.
You may be offered a free trial subscription to the Service and this free trial subscription will normally begin on the date on which DTC accepts your completed registration and will be subject to all terms and provisions of this Agreement.
DTC reserves the right, at any time and in its sole discretion, to discontinue and/or terminate any free trial.
The initial term of your regular paid Service subscription will start immediately upon DTC accepting your registration and your credit card will be charged for the subscription fee associated with the term length you selected when you registered.
Unless you notify us that you wish to cancel your Service subscription before the end of its term, your Service subscription will automatically renew for the same duration specified in your expiring subscription and your credit card will be charged the subscription fee in effect at the time of renewal for that subscription term length.
Section 24. Changes to the Service.
DTC RESERVES THE RIGHT TO CHANGE THE SERVICE AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE SERVICE (INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY IS TO CANCEL YOUR SUBSCRIPTION, AS SET FORTH BELOW.
Section 25. Charges and Billing Practices.
Service subscription fees on credit-card transactions are authorized immediately and are based upon the subscription rates in effect at the start of each subscription term, subject to any discounts or credits expressly and officially offered by DTC, which may vary among prospective subscribers to the Service, at DTC’s sole and absolute discretion.
It is important to understand that, if you elect an annual subscription for which you are being allowed to pay in monthly installments, you are agreeing that your credit card be automatically charged for that monthly amount, each month, for the full annual term. Once the term begins and the first monthly amount is charged, you agree that you will be legally obligated for payment of the full annual amount of the annual subscription. You further agree that, if you cancel the subscription during that annual term, the remaining unpaid balance of the annual subscription fee will be immediately due and payable and will be charged to your credit card. In the event of non-payment of any monthly installment, DTC shall have the right to discontinue Service to you and to collect to full remaining amount of the annual subscription fee as well as DTC’s costs of collection (including reasonable attorney fees).
Subscription fees apply and are earned by DTC whether or not you actually use the Service during that term.
DTC reserves the right to change the fees it charges for the Service, or features offered in connection with the Service at any time.
These sorts of changes include, but are not limited to, adding fees for new/optional products and/or modifying fees for the Service.
By using any new product or services, with which there are associated fees, you agree to pay those fees.
To prevent any potential confusion, if DTC increases the base Service subscription fee at some point during your then-current subscription term, that increased fee will only apply to you upon the next renewal, if any, of your Service subscription.
Subscription fees and all other fees and charges associated with your Service subscription (including, but not limited to, any applicable federal, state, and local taxes) will be billed automatically to the credit card you provide when registering for the Service (“your credit card”).
If the number or expiration date for your credit card changes for any reason (for instance, you get a new number because your old card expired, was stolen, etc.), that updated information may be automatically passed on from your credit card issuer to DTC and, if we do receive such information, it will be treated by DTC as if it were originally furnished by you.
To learn more about this pass-along service being provided by your credit card issuer, please contact it directly.
While you are a Subscriber, you must promptly notify DTC if any information you provided to us related to your credit card changes — for instance, if your billing address changes or is no longer valid for any reason. To notify DTC, please email us at: support@decisionengines.tech.
Absent such notification, DTC will assume that all information related to your credit card remains valid and will submit to the card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of your subscription.
If any subscription fees or other charges billed to your credit card are declined for any reason, DTC shall have the right to suspend your subscription until such subscription fees or other charges are paid in full.
You agree to pay all costs (including attorneys’ fees) incurred by DTC in enforcing this Agreement and in collecting any unpaid subscription fees or other charges from you.
Section 26. Cancellation.
You may cancel your Service subscription at any time by sending an email to support@decisionengines.tech or by mailing a cancellation request to DECISION TECHNOLOGIES CORPORATION, 755 WEST BIG BEAVER ROAD, SUITE 101, TROY, MI 48084.
IF YOU CANCEL AN ANNUAL SUBSCRIPTION FOR WHICH YOU ARE PAYING MONTHLY, YOU AGREE THAT THE BALANCE OF YOUR ANNUAL SUBSCRIPTION FEE WILL BE IMMEDIATELY DUE AND PAYABLE AND MAY BE CHARGED TO YOUR CREDIT CARD.
IF YOU CANCEL YOUR SUBSCRIPTION BUT REINSTATE THE SUBSCRIPTION AT A LATER DATE, DTC RESERVES THE RIGHT TO CHARGE A REINSTATEMENT / REACTIVATION FEE.
if you cancel your Service subscription at any time after your AFTER YOUR SUBSCRIPTION BEGINS, there will be no refund of any subscription fees paid by you prior to your cancellation.
DTC MAY AT ANY TIME IMMEDIATELY CANCEL YOUR SUBSCRIPTION, FOR ANY REASON, WITHOUT PRIOR NOTICE OR LIABILITY.
In the event DTC elects to do so, there will be no refund of any subscription fees paid by you prior to DTC’s cancellation.
DTC may also, in its sole discretion, choose not to renew your subscription, without notice or liability.
In the event DTC Elects to do so, your subscription will cease and will not automatically renew at the end of your then-current subscription term.
Upon any such cancellation, you will have no further right to access or use any portion of the Service.
Additionally, if DTC determines in its sole discretion that you have breached any portion of this Agreement including, without limitation:
you agree that DTC shall be entitled to liquidated damages in an amount equal to the revenue or other economic benefit received by you and/or any others benefiting from the Service through you and/or by your actions and/or omissions in breach of the provisions of this agreement.
None of the foregoing shall be deemed to limit, in any way whatsoever, any other legal, equitable, or contractual rights available to DTC.
Customer Service and Product Support.
For customer service related to your Service membership (including information regarding registration, billing, and cancellation), or for technical and product support related to your Service membership, please email us at support@decisionengines.tech.
This Agreement was last updated on 10/3/2023.