BY ACCESSING AND USING THIS SERVICE OR THE ASSOCIATED WEBSITE, MOBILE APPLICATIONS OR DYNAMO TECHNOLOGY, YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, SUBJECT TO THE AGREEMENT BETWEEN CUSTOMER AND DYNAMO. IF YOU DO NOT AGREE, DO NOT USE THIS SERVICE.
These End User Terms of Use (“Terms of Use”) govern your use of and access to Dynamo’s hosted software applications and associated components (“Service”), including all proprietary technology of Dynamo or its affiliates or licensors (“Dynamo Technology” or “we“, “us” or “our“) and all user documentation, manuals, and user guides available within or through the Service (“Documentation”). An organization, such as your employer, or other third party, such as an organization where you invest (in each case “Customer”) has subscribed to the Service pursuant to the Dynamo Master Services Agreement or, any other applicable agreement or service terms, and the applicable Order Form(s) (collectively, “Agreement”) between the Dynamo Software company named in the Agreement (“Dynamo”) and Customer. Customer has provided you (“User”, “you” or “your“) with Access Credentials (defined below) to use and access the Service, which must be done in accordance with and subject to these Terms of Use and the Agreement.
BY CLICKING AN “ACCEPT” BUTTON, CHECKING AN ACCEPTANCE BOX OR LOGGING IN TO ACCESS THE SERVICE YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CUSTOMER TO ACCESS AND USE THE SERVICE; AND (ii) ACCEPT THESE TERMS OF USE.
1. Use of Service.
You must use the Service, Dynamo Technology, and any information or data (whether audio, video, image, or text) accessible on or through the Service (“Content”) in accordance with these Terms of Use, the “Acceptable Use Policy”, any applicable Documentation, any Dynamo policies posted on the Service (including Dynamo’s “Privacy Policy”), and any applicable terms and conditions of the Agreement, each of which is incorporated here by reference.
Your user name, identification number, password, license or security key, security token, PIN, or other method to verify your identity and authorization to access and use the Service (“Access Credentials”) are personal to you. Access Credentials cannot be used by more than one individual User. You must not share, reassign, divulge or disclose Access Credentials except as permitted by Customer. You must notify us immediately of any breach of security or unauthorized use of or access to your Access Credentials. Without limiting any of our other legal or equitable rights, we have the right to disable (or to request that Customer disable) any Access Credentials at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms of Use.
You understand that, in order to use any mobile or tablet website or application version of the Service (“Mobile Application”), you must have a mobile or tablet device that is compatible with such Mobile Application.
2. Data Submissions.
You acknowledge and agree that Customer owns (a) any data, information or material that (i) Customer or any User enters into the Service in the course of using the Service, (ii) is gathered or collected through the Service directly from third parties at Customer’s or a User’s request, or (iii) Dynamo receives from or on behalf of Customer outside of the Service in the course of providing professional services for purposes of importing such data, information, or material into the Service, and (b) the content of any reports, summaries, output, or other data, information or materials derived solely from, or incorporating only, the data set forth in clause (a), and that are created, generated, or processed via the Service by Customer or any User (“Customer Data”). You understand that the Agreement governs the rights and obligations of Dynamo and Customer relating to Customer Data. You agree that we may use Customer Data entered by you, gathered or collected at your request, or created, generated, or processed via your use of the Service in accordance with the Agreement, other than your personal information or personal data (as defined in the California Consumer Privacy Act of 2018, the EU General Data Protection Regulation 2016/679, or other privacy laws containing similar rights and obligations, to the extent applicable in accordance with their respective terms), which is governed by the Privacy Policy. However, it is solely Customer’s responsibility to obtain any required consents or permissions from you and other Users relating to Customer Data and to ensure that Customer Data is transferred and processed in accordance with applicable law.
Dynamo does not exercise editorial control over the content of any material created or accessible over or through the Service. However, we reserve the right, without any obligation, to monitor your use of the Service at any time and to remove any materials that, in our sole opinion, may be illegal, may subject Dynamo to liability, may violate these Terms of Use, or are inconsistent with the purpose of the Service. YOU HEREBY CONSENT TO OUR RIGHT AND ABILITY TO MONITOR YOUR USE OF THE SERVICE, WITH OR WITHOUT FURTHER NOTICE TO YOU, TO COLLECT INFORMATION ABOUT YOUR USE OF THE SERVICE, WHETHER ACTIVELY OR PASSIVELY, AND TO REMOVE MATERIALS AS SET FORTH ABOVE.
We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, DYNAMO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
3. Links to Third Party Sites.
Dynamo Technology and the Service may include links (whether background or external) to, or other means of accessing, websites, data, content, software, or other materials provided by a third party (“Third Party Materials”). You understand that Third Party Materials are offered and made available by the applicable third party licensor, and not by Dynamo, and, as such, may be used, edited, reproduced and distributed by such third party provider outside the scope of these Terms of Use and without our knowledge, endorsement, or control. The use of Third Party Materials is subject to the terms and conditions of these Terms of Use and those of the third party provider. DYNAMO IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ANY THIRD PARTY MATERIALS OR ANY USE THEREOF BY YOU OR ANY OTHER USER.
4. Intellectual Property.
As between Dynamo and you, Dynamo exclusively owns all right, title and interest, including all related intellectual property rights, in and to the Dynamo Technology, the Content, the Service, and any modification, upgrade, or enhancement to any of them (including one that incorporates your suggestions, enhancement requests, recommendations, corrections, or other feedback), excluding any Customer Data incorporated therein. All rights not expressly granted to you are reserved by Dynamo and its licensors. Except for your limited right to use and access the Service, Dynamo Technology, and Content in accordance with and subject to these Terms of Use, we are not conveying to you any right, title, interest, or license in or related to our services, materials, content, technology, data, or intellectual property rights, or those of any third party.
Subject to the foregoing and the terms of the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, right and license to, prior to the expiration or termination of these Terms of Use, download, copy, make available internally and as otherwise permitted by the Agreement, and use Content solely to the extent made available to you for such purposes through the Service, as well as to modify and create derivative works based on such downloaded Content, in each case, solely for Customer’s internal business purposes in the ordinary course of its business and for any other reason set forth in the Agreement. Customer, not Dynamo, shall have sole responsibility for any modifications or derivative works based on Content that are made by you, by Customer, or by a third party (including Customer’s affiliates) on behalf of you or Customer.
You consent to our use, both during and after the time that you are permitted to access and use the Service, of any suggestions, enhancement requests, recommendations, corrections, or other feedback that you provide to us. You agree that we may incorporate any of the foregoing into the Service via a modification, upgrade, or enhancement to the Service or any Dynamo Technology.
5. Disclaimers; Limitation of Liability.
Because software is inherently complex and may not be free from errors, you should verify the results of any service provided and the work product of the Service. THE SERVICE, CONTENT, AND DYNAMO TECHNOLOGY ARE PROVIDED “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND DYNAMO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, ANY CONTENT, OR ANY DYNAMO TECHNOLOGY. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE HEREBY SPECIFICALLY DISCLAIMED.
IN NO EVENT WILL DYNAMO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE. YOU ARE PROVIDED ACCESS TO THE SERVICE PURSUANT TO THE AGREEMENT, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE AGREEMENT, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY DYNAMO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICE SHALL BE SOLELY TO CUSTOMER PURSUANT TO THE AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other damages. The disclaimers, limitations of liability, and exclusions set forth herein will not apply to the extent prohibited by applicable law.
6. Termination.
These Terms of Use continue until the Agreement expires or is terminated, or your access to the Service has been terminated by Customer or us. The sections titled “Intellectual Property,” “Disclaimers; Limitation of Liability,” “Termination,” and “Miscellaneous” will survive any expiration or termination of these Terms of Use.
7. Notices.
Except as otherwise required by these Terms of Use, all notices we give to you will be given through a general notice on the Service or via email to your email address on record. By accessing the Service, you consent to receive such communications. Any notice you send to us should be sent via email to support@dynamosoftware.com, except for legal notices, which must be sent to legal@dynamosoftware.com. Notices provided via email will be deemed given and received on the transmission date of the email. Notices under the Agreement will be delivered solely to Customer in accordance with the terms of that Agreement.
8. Modification.
We reserve the right to update, modify, or supplement these Terms of Use from time to time, with or without notice to you. Such changes will become effective when we post the revised Terms of Use as part of the Service. You should regularly review these Terms of Use. Your continued use of the Service after such changes are posted will constitute your acceptance of any and all such changes. Any revised Terms of Use will supersede all previous versions.
9. Miscellaneous.
You acknowledge and agree that the Service and the Dynamo Technology possess a special, unique and extraordinary character that would make it difficult to assess the monetary damages resulting from any unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Dynamo or other Users for which Dynamo or such other Users would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies available to Dynamo, Dynamo shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
These Terms of Use shall be construed and enforced under the laws that apply to the Agreement and any disputes shall be resolved in accordance with the dispute resolution provisions of the Agreement. Notwithstanding the foregoing, you agree that any action for temporary or permanent injunctive relief may be brought in any court of competent jurisdiction.
If any provision of these Terms of Use is unenforceable, then such provision shall be of no effect on any other provision hereof.
The failure or delay of a party to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
The Terms of Use constitute the sole and entire agreement between you and Dynamo regarding the Service, Dynamo Technology, and Content and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the foregoing. Notwithstanding the foregoing, in the event of any conflict between provisions in these Terms of Use and specific provisions in the Agreement, the provisions of the Agreement shall prevail.