Effective Date: 12/08/2022

Thank you for using Discovery!  We develop software, hardware and services that enable people and businesses to unlock valuable knowledge spread across documents, sensors, and other data sources. We have a uniquely intimate understanding of the critical importance of the security and privacy of the information and data entrusted to us because we founded, operated for over a decade, and ultimately sold our own national third-party management firm.
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The Agreement and these Master Subscription Agreement Terms of Service (“Terms of Service”) govern your use and access to our Services and forms a legal agreement between DSQ Technology, LLC (“DSQ”, “we”, “us”, or “our”) and the Customer (“you”, “your”).  Capitalized words in these Terms of Service shall have the same meaning as used in the Agreement and as shown in the Definitions.  Our Privacy Policy explains how we collect and use Your Data when using the Services. Our End User License Agreement explains the obligations of End Users when using our Services. By using the Services, you are agreeing to be bound by these Terms of Service, our Privacy Policy, and our End User License Agreement, which are incorporated into this document by reference. If you do not agree to these Terms of Service or are not able to be bound to these Terms of Service, you are not to use or access the Services.

1. DEFINITIONS

1. ‍Administrative User – your authorized representative designated to act as technical administrator for the Services.
2. ‍Agreement – the Discovery Platform Services Agreement and associated Order Form.
3. ‍Ancillary Equipment - a network-capable device to interface with the Services, such as a smartphone, computer, or other appropriate communications hardware, and/or sensors deployed upon equipment.
4. ‍Authorized Users – End Users who are authorized by the Administrative User or a Customer to access and use the Services on Customer’s behalf. For example only, these may be employees of the Customer, independent contractors, and/or clients of the Customer.
5. ‍Customer – an individual or legal entity entering into an agreement with DSQ in exchange for DSQ providing its Services and identified in the Agreement.
6. ‍DSQ Data – all aggregated, non-identifiable information DSQ generates from your use of our Services. DSQ Data is owned by DSQ and is separate and distinct from Your Data. Your Data and DSQ Data are mutually exclusive from one another. See more in the section titled “DSQ Data”.
7. ‍End User(s) – individuals who interact with the Services and are subject to our End User License Agreement (“EULA"). An Authorized and Administrative User(s) are considered End User(s).
8. ‍End User License Agreement (“EULA”) – available by visiting https://discoveryapp.io/eula.
9. ‍Fees – consideration defined in the Agreement and owed from Customer to DSQ in exchange for the Services. See more in the section titled “Payment of Fees”.
10. ‍Term – the Initial Service Term as specified in the Agreement, and any automatically renewed for additional period(s) (“Auto Renewal Term”).
11. ‍Terms of Service – the terms and conditions contained within this Master Subscription Agreement Terms of Service and the Agreement.
12. ‍Services – our services, software and websites, including but not limited to Discovery, Pioneer, and other products or services we offer to our customers.
13. ‍Order Form – the document that defines the Services a Customer subscribes to in the Agreement.
14. ‍Your Data – this is data you own but supply to DSQ such that we can perform the Services. Your Data is owned by you. Your Data and DSQ Data are mutually exclusive from one another. See more in the section titled “Your Data and Our Permissions”.
15. ‍Privacy Policy – A copy is available by visiting https://discoveryapp.io/privacy-policy.

2. YOUR DATA AND OUR PERMISSIONS

1. ‍You own Your Data. Nothing in these Terms of Service changes the ownership of Your Data. DSQ is granted limited rights expressed in this section which enable DSQ to offer the Services to you.
2. To provide the Services, we access, store, aggregate, and analyze Your Data.  You give us permission to do those things during the time you are a Customer and as permitted in Section 10, Term and Termination, and this permission extends to our affiliates and trusted third parties that work with us.  You further give us permission to obtain or retrieve Your Data stored with third parties (example: retrieve vendor invoices from vendor portals).  As a result of these permissions, Customer grants to DSQ a limited, non-exclusive and non-transferrable license to copy, store, configure, perform, display, create derivative works, and transmit Your Data solely as necessary in connection with the Services to you.
3. By using the Services you give us permission to gather and analyze events pertaining to your equipment, including but not limited to front and rear-load containers, compactors, balers, and roll-off containers, and provide you with status updates about their condition and fullness, among other features provided in the Services, if applicable.
4. For illustrative purposes only, examples of Your Data include but are not limited to: your files, content, messages, contacts, pricing, service levels, customer names, and customer locations. Your Data also includes information we obtain or retrieve from your accounts maintained by third parties or information that is transmitted by you or on your by half from third parties; such information may include account status, service level, account balances, and similar information.

3. DSQ DATA

We use a variety of sources to continually improve our Services.  These sources include aggregated and anonymized information based in part upon Your Data. To avoid any ambiguity, because this information is aggregated and anonymized, we do not use Your Data in a way that it can be identified by another party. We retain all rights, titles, and interests to DSQ Data, including all intellectual property rights.

4. SERVICES

1. Subject to the Agreement and these Terms of Service, and during the Term set forth in the Agreement, DSQ hereby grants to Customer a non-exclusive, non-sub-licensable, nontransferable, license to access, use, and otherwise interact via an interface with the Services.
2. We may, in our sole discretion, make any changes to the Services that we deem necessary or useful to (i) maintain or enhance (a) the quality or delivery of our products or services, (b) the competitive strength of, or market for, our products or services, (c) the Services cost efficiency or performance, or (ii) to comply with applicable law.
3. You acknowledge that the Services are provided as software-as-a-service and we will not deliver copies of software as part of the Services under any circumstances, that no part of the source code will be made available or sublicensed to you, and that the Services are not able to be self-hosted by you.
4. DSQ shall provide the Services in the manner described in the Agreement and the Order Form, including plan subscriptions, add-ons, configurations, and user access.

5. ACCESS TO SERVICES AND AUTHORIZED USERS

1. During the configuration and set-up process for the Services, the Customer must identify an employee to act as a technical administrator on behalf of the Customer who will serve as the Administrative User.
2. Subject to the plan and other features selected in the subscription, you may allow your employees, independent contractors, and/or clients to access and use the Services on your behalf as Authorized Users. Authorized User access is for designated Authorized Users and cannot be shared or used by more than one Authorized User.
3. As a condition to access and use the Services, each Authorized User may be required to obtain an account by completing a registration form and designating a user name and password.  When registering, each Authorized User must provide true, current, and complete information and must agree to the End User License Agreement, which must be accepted to complete registration.  Customer is responsible for ensuring its Authorized Users abide by the terms of the Agreement, the Terms of Service, and the End User License Agreement and shall immediately notify DSQ of any violation of the Agreement, these Terms of Service, or the End User License Agreement by any Authorized User upon becoming aware of such violation, and shall be liable for any breach by any Authorized User.
4. Customer is responsible for all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
5. Customer is responsible for securely managing Customer's account and password(s) for the Services (including but not limited to administrative and user passwords), and to contact DSQ if Customer becomes aware of any unauthorized access to Customer's account. DSQ is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.

6. RESTRICTIONS AND RESPONSIBILITIES

1. You are responsible for the accuracy and adequacy of Your Data submitted to or transmitted to DSQ and/or our Services.  Inaccurate or incomplete information may limit your ability to utilize the Services.
2. The Services are protected by copyright, trademark and other U.S. and foreign laws.  The Agreement and these Terms of Service do not grant you any right, title, or interest in the Services, our trademarks, logos, or branding, other than the rights we expressly grant to you to use the Services.  
3. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”); (ii) modify, translate, or create derivative works based on the Services or the Software (except to the extent expressly permitted in writing by DSQ or authorized within the Services); (iii) use the Services or the Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party.; or (iv) remove any proprietary notices or labels.
4. You will not make the Services accessible to any person other than an Authorized User or an Administrative User.  Also, you will notify us of any unauthorized use of any password or user name or any other security incident that could lead to unauthorized access to the Services.
5. You are responsible for maintaining and providing security for any Ancillary Equipment and/or services needed to connect to, access or otherwise use the Services, including, without limitation, a network-capable device to interface with the Services, such as a smartphone, computer, or other appropriate communications hardware.  Upon becoming aware of a security incident involving an Authorized User or an Administrative User, such as a loss of passwords or unauthorized access, Customer shall: (i) immediately investigate the reasons for and circumstances surrounding such security incident, preserving any potential forensic evidence relating to the security incident, (ii) take reasonable and appropriate actions to identify and mitigate any continued security threat, and (iii) within 24 hours, provide written notice of the security incident to DSQ.
6. We are not responsible for your misuse, lack of use, or the outcome of the use of the Services.
7. You may use our Services only as permitted by applicable law.
8. Your use of the Services may be subject to an End User License Agreement and/or Acceptable Use Policy.

7. YOUR USE OF THE SERVICES

1. DSQ may freely use feedback Customer provides. Customer agrees that DSQ may use Customer's feedback, suggestions, or ideas in any way, including in future modifications of the Services, advertising or marketing materials. Customer grants DSQ a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use any feedback Customer provides to DSQ in any way.
2. We may disclose any information necessary to satisfy DSQ’s legal obligations, protect DSQ or its customers, or operate the Services properly.

8. PAYMENT OF FEES

1. Customer will pay DSQ the then applicable fees described in the Agreement or applicable Order Form for the Services in accordance with the terms therein (the “Fees”). DSQ reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term or then current Auto Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email or made known to the Customer through the Services).
2. DSQ will issue monthly invoices to Customer including an itemized detail of the basis of fees charged. Payments to DSQ will be issued via ACH or credit card by Customer within 30 days of receipt of each invoice. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on DSQ’s net income.  If you fail to pay your invoice within 30 days, we reserve the right to assess you with a monthly interest charge equal to 1% of all amounts (or the maximum allowed by law, whichever is greater) which are past due.  Except as expressly provided otherwise, fees are non-refundable.
3. In addition to charging a monthly service charge, DSQ reserves the right to terminate this Agreement subject to the provisions of Section 10 for non-payment.
4. If Customer's payment and registration information is not accurate, current, and complete and Customer does not notify DSQ promptly when such information changes, DSQ may suspend or terminate Customer's account and refuse any use of the Services.
5. If Customer does not notify DSQ of updates to Customer's payment method (e.g., credit card expiration date), and to avoid interruption of the Services, DSQ may participate in programs supported by Customer's card provider (e.g., updater services, recurring billing programs, etc.) to try to update Customer's payment information, and Customer authorizes DSQ to continue billing Customer's account with the updated information that DSQ obtains.
6. DSQ will automatically renew Customer's monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is amended, cancelled or terminated under this Agreement.
7. DSQ, at its sole discretion, may require that Customer keep a credit card on account to access the Services. If Customer fails to supply a valid credit card, DSQ may terminate the Agreement for cause.

9. SERVICE LEVEL AGREEMENT AND SECURITY

1. DSQ aims to make the Services available on a consistent basis.  If applicable, the Service Level Agreement (“SLA”) for the Services is set forth as an Exhibit hereto.  The SLA sets forth Customer’s sole remedies for availability or quality of the Services including any failure to meet any guarantee set forth in the SLA.  If no SLA is included in these Terms of Service, Customer’s sole remedy shall be those set forth in Section 10, Term and Termination.
2. We will establish and maintain adequate and appropriate environmental, security, and other safeguards to protect Your Data.  We will follow a cyber-security framework of current standards and controls against relevant criteria such as those outlined by International Standards Organization 27001/27001, National Institute of Standards and Technology, Center for Internet Security Critical Security Controls, Control Objectives for Information and Related Technologies, Open Web Application Security Project, or other acceptable industry standards.

10. TERM AND TERMINATION

1. Subject to earlier termination as provided below, the Initial Service Term is specified in the Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) unless otherwise specified in the Agreement, and unless either party requests termination at least sixty (60) days prior to the end of the then current term.
2. DSQ shall provide notice(s) to the Customer prior to the due date of an invoice, and for a limited period DSQ may provide notice to Customer that the Customer is past due. Past due Customers may have their access to the Services suspended at the sole discretion of DSQ. A re-activation fee may apply in addition to other conditions that DSQ requires, in it’s sole determination.
3. In addition to any other remedies a party may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or by DSQ without notice in the case of nonpayment by Customer), if the other party materially breaches any of the terms or conditions of this Agreement. In the event of a termination by DSQ for a material breach or non-payment by Customer, Customer will pay in full for the Services up to and including the last day of the Term including any minimums and monthly platform fees.
4. Upon termination for any reason, DSQ may immediately terminate your access to the Services.  Further, upon termination, except for a termination caused by your breach, non-payment, or where prohibited by law, DSQ will make Your Data available to Customer for electronic retrieval for a period of ninety (90) days, but thereafter DSQ may, but is not obligated to, delete Your Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations (if any), warranty disclaimers, and limitations of liability.

11. DISCONTINUATION OF SERVICES

We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond our control (i.e. natural disaster, fire, plague, etc.), or to comply with a legal requirement.  If we do so, we will give you reasonable prior notice so that you can export Your Data.  If we discontinue the Services in this way before the end of any fixed term you have paid us for, we will refund the portion of the fees you have pre-paid but have not received Services for.

12. WARRANTY AND DISCLAIMER

1. DSQ shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. However, DSQ does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND DSQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. DSQ does not give professional advice. Unless specifically included with the Services, DSQ is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Customer should consult the services of a competent professional when Customer needs this type of assistance.

13. LIMITATION OF LIABILITY

1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, DSQ AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND DSQ’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO DSQ FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, INEACH CASE, WHETHER OR NOT DSQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DSQ AND CUSTOMER.

14. INDEMNITY

Customer shall indemnify, defend and hold harmless DSQ against any and all damages, suits, penalties, fines, remediation costs, and liabilities including court costs and reasonable attorney fees (collectively, "Losses") resulting or arising from: (a) The breach by Customer of any of its obligations, warranties, or covenants under this Agreement, including a Customer default under its obligations as set forth in the Agreement; (b) Bodily injuries (including death), property damage arising out of the use of or related to the Ancillary Equipment  ; (c) Any violation or alleged violation of law to the extent caused by Customer's breach of this Agreement; (d) Negligence, willful misconduct of the Customer or its employees, agents, or contractors.

15. TAXES

The Customer shall be responsible for and shall pay any and all local, municipal, and/or state taxes which shall be imposed upon Services during the term of this Agreement and any extension terms thereof and shall defend and hold DSQ harmless from any and all liability in connection therewith.

16. USE OF LOGO, NAME, TRADEMARK

Neither DSQ nor Customer shall use logo, name or trademarks of the other in advertising or marketing of any kind without first obtaining the prior written consent in each instance from the other party.

17. UPDATES TO THESE TERMS OF SERVICE

We may revise these Terms of Service from time to time due to changes to the law, new regulatory requirements, or improvements or enhancements to our Services.  If an update affects your use of the Services or your legal rights as a user of the Services, we will notify you prior to the update’s effective date.

18. MISCELLANEOUS

1. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
2. These Terms of Service are not assignable, transferable or sub-licensable by Customer except with DSQ’s prior written consent.
3. DSQ may transfer and assign any of its rights and obligations under these Terms of Service and/or the Agreement without consent.
4. These Terms of Service, the Agreement and associated Order Form, and any exhibits or addendums thereto, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Service, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
5. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service, and Customer does not have any authority of any kind to bind DSQ in any respect whatsoever.
6. In any action or proceeding to enforce rights under these Terms of Service, each party will pay their respective costs and attorneys fees, and under no circumstance will either party be entitled to recover reasonable costs and reasonable attorneys’ fees.
7. All notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested at the following addresses and contact information:

For DSQ: DSQ Technology, LLC C/O Legal Department 1010 Western Ave Fl. 7 Pittsburgh PA 15233.
For Customer: At address as provided by Customer.

1. These Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions.
2. Any dispute between DSQ and Customer, arising out of these Terms of Service, which cannot be settled through negotiation or mediation, will be resolved exclusively, and shall be enforceable, in the state and federal courts located in Pittsburgh, Pennsylvania. Customer hereby expressly agrees that summons and complaint commencing an action or proceeding in such Courts shall be properly served and shall confer personal jurisdiction if served personally or if served by certified mail to Customer at Customer’s address set forth above, or as otherwise provided under the laws of the Commonwealth of Pennsylvania or the United States of America. Customer hereby waives any claim that the state and federal courts in Pittsburgh, Pennsylvania are an inconvenient forum and any claim that any action or proceeding arising out of or relating to this Agreement and commenced in the Courts lacks proper venue.