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DrayMaster Enterprise - Terms of Use

Introduction

These terms apply to all customers and users of the DrayMaster Enterprise (“DME”) software as a service (“Software”) (each a “User” or collectively “Users”) and supplement the terms of any agreement for the provision of the Software by DME. DME reserves the right to modify these Terms of Use as they are reasonably, generally and prospectively applied at any time by posting a notice on the control center or by other reasonable notice. Typically, this would only be necessary to comply with changes in law, telecommunications operator requirements or applicable custom. Use of the Software acknowledges agreement with these Terms of Use, except to the extent otherwise provided by separate written agreement between such User and DME. Users may have additional policies with respect to the use of the Software, and applicable law may further limit these Terms of Use. User is responsible for all activity in connection with the Software or User’s account. DME reserves the right to suspend use of the Software for nonpayment or other failure to comply with applicable agreements and apparent device malfunctions or violations of these Terms of Use.

Registration

As a condition to using the Software, each administrative User may be required to register and select a unique password and user name ("User ID"). Customer will ensure that each of such Users provides accurate, complete, and updated registration information. A User may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than such user without appropriate authorization.

Applicable Laws

User will not use the Software in any manner that (a) infringes the intellectual property rights, rights of publicity or privacy or other proprietary rights of others, including DME’s trademarks, (b) violates any applicable law, statute, ordinance or regulation, including but not limited to laws and regulations related to export/import, spamming, privacy, consumer and child protection, obscenity or defamation, or (c) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or similarly offensive.

Security

User will not violate or attempt to violate the security features of the Software, including, without limitation, (a) accessing data not intended for such User or logging into a server or account which such User is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with, disrupt or disable Software to any User, host or network, including, without limitation, via means of overloading, "flooding", "mail-bombing" or "crashing", (d) forging any TCP/IP packet header or any part of the header information in any e-mail, (e) taking any action in order to obtain Software to which such User is not entitled or (f) sending any virus, worm, Trojan horse or other harmful code or attachment. Violations of system or network security may result in civil or criminal liability. DME reserves the right to monitor the Software at any and all times to facilitate compliance with these Terms of Use but is not obligated to do so. Each User consents to the processing of information necessary to provide the Software at DME’s data centers in the United States.

Disclaimer

Except to the extent limited by applicable law, In no event will DME (or its staff, affiliates and suppliers) be liable to USER for any direct, indirect, consequential, exemplary, special, or incidental damages in connection with the Software and related technology.

Intellectual Property

Except to the extent otherwise mandated by applicable law, User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or any technology related to the Software (“Technology”, including any user documentation); modify, translate, or create derivative works based on the Software or Technology; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software or Technology; use the Software or Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with respect to the Software. Except to the extent otherwise mandated by applicable law, User will not divulge the Technology to any third party and User will not use the Software or Technology or access to them in order to (A) build a competitive product or services, (B) build a product or service using similar ideas, features, functions or graphics of the Software, or (C) copy any ideas, features, functions or graphics of the Software. DME retains all rights in the Software and Technology. Access to the Software is not a software license. DME can elect to use any User suggestions or feedback on the Software without notice, attribution, accounting or other obligation, except to the extent covered by valid patents.

Indemnification

User will indemnify DME (as well as its staff, affiliates and suppliers) from any claim by a third party (and all related liability, loss or expense, including attorneys’ and experts’ charges) that User’s use of the Software violates these Terms of Use (including the recommendation against use in fail safe conditions) or infringes the intellectual property rights of such third party and will defend such indemnitees at DME’s request, provided that DME promptly notifies User of the claim and reasonably cooperates in its defense at User’s expense.


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