In 2 minutes you will be logged out due to inactivity.

TERMS OF USE

Welcome to the DicksonOne Site. Dickson/Unigage Inc. and/or its affiliates (“Dickson,” “we,” “us,” or “our”) provide the DicksonOne Site, the Dickson Content and the Services to the customer specified on the Order Form (“you”) subject to the following terms of use (these “Terms of Use”). By clicking the “I Accept,” “I Agree” or similar button or check box presented with these Terms of Use (or a link hereto) or, if earlier, when you use the DicksonOne Site or any of the Services, you accept these Terms of Use. Capitalized terms used herein shall have the definition provided when such term is first used herein or at the end of these Terms of Use.

1. USE OF THE DICKSONONE SITE, THE DICKSON CONTENT AND THE SERVICES

  1. Access. During the Term, and subject in all respects to these Terms and Conditions (including, without limitation, terms regarding suspension of the Services), you may access and use the DicksonOne Site, the Dickson Content and the Services in accordance with these Terms of Use.
  2. Your Account. To access the Services, you must create an account associated with at least one valid e-mail address. You may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken with your consent or authorization. Accordingly, you must take appropriate precautions to maintain the confidentiality of your use name, password and any other credentials that may be used to access your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account credentials are lost or stolen.
  3. Connectivity. You are responsible for obtaining and maintaining, at your sole expense, all hardware, software, equipment, devices and services (including, without limitation, telecommunication services) that you require to access and use the DicksonOne Site, the Dickson Content and the Services. We are not responsible for and have no liability with respect to the selection, purchase, maintenance or proper functioning of any such hardware, software, equipment, devices and services; provided that nothing herein limits our responsibilities regarding any Product arising under the purchase agreement relating thereto.
  4. Monitoring Systems. You acknowledge and agree that the Services may fail from time to time, and that you use the DicksonOne Site, the Dickson Content and the Services at your sole risk. Accordingly, we strongly recommend that you obtain and implement robust environmental monitoring systems of which the Services and any related Products are merely a part and which are designed to ensure that no Inventory is lost, damaged or otherwise harmed or compromised in any way as a result of any failure of the Services or any such Product. We shall have no liability or obligation whatsoever for any loss or compromise of or damage or harm to, or that otherwise relates in any way to, any Inventory.
  5. Support. We will make reasonable efforts to provide you basic technical and usage support via telephone and email. (We will determine, in our sole discretion, what constitutes basic support.) Any additional advanced support, including customized account setup and configuration and any other support that we deem in our sole discretion to be outside the scope of the basic support, may be provided, at our sole discretion, for an additional fee. We may access your DicksonOne Site account at any time and from time to time to provide requested support and assistance and for any other purpose as contemplated hereunder.
  6. Third Party Materials. We may provide access to or information regarding third-party websites, products, services or resources. We shall not be responsible in any way for or in connection with, and we do not endorse or recommend, any such website or any related content or Product.
  7. Acceptable Use. You may not use, or encourage, promote, facilitate or instruct others to use, the Services, the Dickson Content or the DicksonOne Site for any illegal, harmful or offensive purpose or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, deceptive, or offensive or that violates the intellectual property or other rights of any person. We reserve the right to remove, disable access to or modify any materials or content that, in our sole discretion, may be illegal, may subject us to liability, may violate these Terms of Use or are, in our sole discretion, inconsistent with the purpose of the DicksonOne Site. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators or other appropriate third parties. We may also cooperate with law enforcement agencies, regulators or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing customer, network and systems information.

2. CHANGES TO THE SERVICES

We may change, modify or discontinue any part or all of the Services, the Dickson Content or the DicksonOne Site, or change or remove features or functionality of any of the foregoing, at any time and from time to time. You will under no circumstances receive any refund of Fees paid hereunder as a result of or in connection with any such change, modification, discontinuation, removal or addition. of Your Content.

3. SECURITY AND DATA PRIVACY

  1. Privacy Policy. Please review our Privacy Policy https://www.dicksondata.com/privacy (the “Privacy Policy”), which describes our data collection and use.
  2. Security. The DicksonOne Site has, what we believe to be, reasonable security measures to protect the loss, misuse and alteration of the information, data and other Content uploaded to or stored or otherwise available on the DicksonOne Site. However, we cannot guarantee that our security measures will prevent the loss, misuse or alteration of such information, data or Content or that our security measures will prevent third-party “hackers” from illegally obtaining such information, data or Content. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of the data you upload to or store on the DicksonOne Site, which may include routine archiving of Your Content.

4. FEES AND PAYMENT TERMS

  1. Fees. The Fees are specified on the DicksonOne Site. You will pay the Fees in accordance with these Terms of use.
  2. Subscription.
    1. You may elect to purchase a subscription to the Services on an annual or a monthly basis.
    2. If you select an annual subscription on the Order Form, we will invoice you for the amount of the applicable Fee when you purchase (or renew) your subscription, and you will pay such invoice within thirty (30) days. At or before the end of your annual subscription (including, without limitation, any renewal thereof), we will notify you of the terms (including, without limitation, the then-current Fees) under which you may renew your annual subscription for another year (or we will notify you that we elect not to offer any such renewal).
    3. If you select a monthly subscription on the Order Form, you will provide us a valid credit card number, and we will automatically charge your credit card for such subscription in the amount of the then-current applicable Fee at or around the beginning of each month of the Term. You hereby authorize us to charge your credit card as provided herein until such time as you terminate your monthly subscription using the process for such termination provided or described on the DicksonOne Site.
  3. Terms. All payments due under these Terms of Use will be made without setoff or counterclaim, and without any deduction or withholding. Late fees will accrue at the rate of 1.5% per month (or the highest rate permitted by applicable law, if less) on all payments that are past due. You will promptly pay (or, at our option, reimburse us for) any sales, use, excise or other tax, assessment or governmental fee relating in any way to the Services, the Dickson Content or the DicksonOne Site, other than taxes based on our net income.

5. SUSPENSION

We may suspend your access to or use of any portion or all of the DicksonOne Site, the Dickson Content or the Services immediately upon notice to you if we believe: (a) your use of or registration for the DicksonOne Site, the Dickson Content or the Services (i) poses a security risk to the DicksonOne Site, the Dickson Content or the Services or any third party, (ii) may adversely impact the DicksonOne Site or the Services or the systems or content of any other Dickson customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; or (b) you are in breach of these Terms of Use, including if you are delinquent on your payment obligations. Suspension hereunder in no way limits or otherwise affects your payment obligations. Our right to suspend your use of the Services, the DicksonOne Site or the Dickson Content is in addition to (and in no way limits or conditions) our right to terminate your right to access or use any of the foregoing as provided in these Terms of Use.

6. TERMINATION

  1. Right to Terminate. Upon notice to you, we may terminate (or elect not to renew) your subscription to the Services, effective as of the end of your then-current monthly or annual subscription. Additionally, we may terminate your subscription immediately upon notice to you at any time upon any occurrence or event, or the satisfaction of any condition, that would authorize us to suspend the Services. You may terminate your subscription at any time upon notice to us. Termination will not entitle you to any refund of Fees paid hereunder. Upon termination of your subscription, we may prevent your access to or use of the DicksonOne Site, the Dickson Content and the Services. We may, but will not be obligated to, retain Your Content. If we retain Your Content, we will make it reasonably available to you upon request (provided that you are not in breach hereof).
  2. Obligations Upon Termination. Upon any termination as described above: (a) you will remain responsible for all Fees you have incurred through the date of termination; and (b) you will immediately return or, if instructed by us, destroy all Dickson Confidential Information in your possession or under your control or in the possession or under the control of any of your affiliates. Any provision of these Terms of Use that by their nature extend beyond the termination of your account or access or use of the Services or the DicksonOne Site (including, without limitation, provisions regarding proprietary rights, indemnification, limits of liability, disclaimers of warranties, confidentiality, and Product Terms) shall survive such termination and shall remain in effect and enforceable.

7. PROPRIETARY RIGHTS

  1. Dickson Content.
    1. Subject to the license granted to you below, as between Dickson and you, Dickson retains all right, title and interest in and to all Dickson Content, all copies thereof and all intellectual property or other rights therein or relating thereto, including, without limitation, any such rights arising under any United States, foreign or other laws relating to copyrights, patents, trade secrets or trademarks. You may not remove, alter or block any copyright or other proprietary notice on the DicksonOne Site or any Dickson Content. Dickson reserves all rights not expressly granted herein.
    2. Dickson grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Services solely in accordance with these Terms of Use; and (ii) use the Dickson Content and the DicksonOne Site solely in accordance with these Terms of Use in connection with your permitted use of the Services.
    3. You may not use the Services, the Dickson Content or the DicksonOne Site in any manner or for any purpose other than as expressly permitted by these Terms of Use. You may not and may not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, the Dickson Content or the DicksonOne Site, (b) reverse engineer, disassemble, decompile or otherwise derive the source code (or any information relating to the source code) of any such software, (c) access or use the Services in a way intended to avoid incurring Fees or exceeding usage limits or quotas, (d) resell or sublicense the Services or (e) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purpose the Services, the Dickson Content or the DicksonOne Site. All licenses granted to you in these Terms of Use are conditional on your continued compliance with these Terms of Use, and will immediately and automatically terminate if you do not comply with any term or condition hereof. During and after termination of your account or access to the Services, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
  2. Your Content.
    1. As between you and us, you own all right, title, and interest in and to Your Content. You grant us the irrevocable, worldwide, nonexclusive, assignable, sublicensable right to use, copy, distribute, display, perform and disclose Your Content (i) to provide the Services to you, (ii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders), and (iii) to run statistical analyses or for any other internal research, development and other purposes.
    2. You represent and warrant to us that: (a) you own all right, title, and interest in and to Your Content; and (b) you have the power and authority necessary to grant the rights in Your Content contemplated by these Terms of Use and our Privacy Policy.
  3. Suggestions and Feedback. If you provide any suggested improvements or modifications to the Services, the Dickson Content or the DicksonOne Site or other feedback regarding the foregoing to us or our affiliates, you hereby grant us a nonexclusive, irrevocable, perpetual, worldwide, royalty-free, fully-paid-up license to use, commercialize and otherwise exploit such suggestions in any way and for any purpose. Such license may be assigned, sublicensed or hypothecated in any way or by any means, without restriction of any type or nature.
  4. Reviews. You may post reviews of the Services, so long as such reviews are not illegal, obscene, threatening, defamatory, injurious to third parties or otherwise objectionable and do not contain software viruses or other types of malware, political campaigning, commercial solicitations, mass mailings or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity or otherwise mislead as to the origin of a review. Dickson reserves the right, but does not have an obligation, to remove or edit any reviews or other content that do not comply with this paragraph.

8. INDEMNIFICATION

  1. By Dickson. Dickson shall defend you against any claim by any third party that alleges that the Service infringes any patent or other intellectual property right (other than any claim of infringement based on (i) the combination, operation or use of the Service with any other product, system, equipment, software or device not purchased from Dickson or any affiliate thereof or (ii) the use of the Service for any purpose or in any manner not specifically recommended by Dickson) and shall pay any settlement of such claim or any damages awarded in any final judgment entered with respect to such claim, provided that you comply with the requirements of paragraph 8(c) that relate to such claim.
  2. By You. You shall defend Dickson against any claim by any third party (including, without limitation, any purchaser or user of any Inventory and any regulator or other governmental agency) (i) that relates in any way to any Inventory or any damage or harm thereto or loss or compromise thereof, including, without limitation, any claim based on harm, damage or loss suffered by any person or entity as a result of any loss or compromise of or damage or harm to Inventory, (ii) any claim that use of any Services violated any law or regulation and (iii) any claim based on allegations that, if established, would indicate that you breached these Terms of Use. You shall pay any settlement of such claim or any damages awarded in any final judgment entered with respect to such claim, provided that Dickson complies with the requirements of paragraph 8(c) that relate to such claim.
  3. Process. If a party hereto (the “Indemnified Party”) receives a third-party claim that the other party hereto (the “Indemnifying Party”) is obligated under paragraph 8(a) or paragraph 8(b) to defend, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in writing (provided that such notice shall be deemed to be timely provided so long as any delay thereof does not prejudice the Indemnifying Party) and shall tender sole control of the defense and settlement of such claim to the Indemnifying Party. The Indemnifying Party shall promptly assume such defense, at its sole expense, using counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s sole expense, in such defense. The Indemnifying Party shall not settle any claim without the Indemnified Party’s written consent, not to be unreasonably withheld, delayed or conditioned. The Indemnified Party may, but shall have no obligation to, participate in the defense of any claim at its expense; provided that the Indemnifying Party shall promptly reimburse the Indemnified Party for any defense costs or expenses incurred if the Indemnifying Party fails to vigorously defend the claim at all times until such claim is fully resolved.

9. NO WARRANTIES

  1. Disclaimer.
    1. You acknowledge and agree that use of the Services, the Dickson Content and the DicksonOne Site is at your sole risk. The Services, the Dickson Content and the DicksonOne Site and all maintenance, support or other services that relate in any way thereto are provided "AS IS," without warranty of any kind, and Dickson, its affiliates and their respective licensors, suppliers and service providers expressly disclaim all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
    2. Without limiting the disclaimer provided in paragraph 9(a)(i) above:
      1. Dickson does not warrant that the functions contained in the Services, the Dickson Content or the DicksonOne Site will meet your requirements, that the operation thereof will be uninterrupted or error-free or that errors or specification non-conformities therein will be corrected.
      2. Dickson does not warrant or make any representations regarding the use or the results of the use of the Services, the Dickson Content or the DicksonOne Site.
      3. You are solely responsible for all settings and information relating to alarms or alerts issued in connection with the Services, including, without limitation, (i) setting the environmental thresholds that trigger alarms or alerts and (ii) ensuring that all telephone numbers, email addresses and other information used to transmit any remote alerts are at all times current.
  2. No Other Warranties. No oral or written information or advice given before or after the date of these Terms of Use by Dickson, any authorized representative thereof or any other person will create or be deemed to be any warranty with respect to the Services, the Dickson Content or the DicksonOne Site or any maintenance, support or other services that relate in any way thereto.

10. LIMITATIONS OF LIABILITY

  1. Exclusion of Damages. Dickson will under no circumstances be liable for any special, incidental, consequential, indirect or exemplary damages arising out of or in connection with the Services, the Dickson Content, the DicksonOne Site, Your Content, the Order Form, or these Terms of Use, including, but not limited to, damages for lost profits; for harm or damage to, or loss or compromise of, Inventory; for any unauthorized access to, failure to store, or alteration, corruption, deletion or loss of Your Content or other data; or for loss of business or other opportunity of any kind.
  2. Liability Cap. In no event will Dickson’s aggregate liability for all claims under these Terms or otherwise relating to the Services, the Dickson Content, the DicksonOne Site, Your Content, the Order Form, or these Terms of Use exceed, in the aggregate for all claims, the amounts actually paid by you and received by Dickson for Services during the one (1) year period before such liability first accrues.

11. MODIFICATIONS TO THESE TERMS OF USE

We may modify these Terms of Use at any time by providing you email notice of such modification. Such modification will take effect three (3) business days after we send such notice, unless, during such three (3) business day period, you object to such modification by notice to us in writing. If you do so object, such modification will in any event take effect at such time, if any, as your monthly or annual subscription is renewed. Notwithstanding the foregoing, if you object to a modification that we reasonably propose in an effort to comply with applicable law or regulation, we may terminate your subscription immediately upon notice to you. You will not receive any refund of Fees paid hereunder.

12. PRODUCT TERMS OF SALE

You acknowledge that, in connection with your purchase or lease of Products, Dickson, an affiliate thereof, or any reseller, distributor or other person in Dickson’s or such affiliate’s chain of sale or distribution provided you with (or with access to) terms of sale (“Product Terms”). The purchase or lease of such Products (including, without limitation, all rights, remedies, duties, liabilities and obligations of the buyer and seller of the Product, respectively) shall be governed in all respects solely by the (i) Product Terms and (ii) the designation or identification of the Product(s) (by Dickson product number or other means acceptable to Dickson), the quantity thereof ordered, the price thereof, and the target delivery date in any purchase order submitted by Customer and accepted by Dickson, such affiliate thereof or such reseller, distributor or other person in Dickson’s or such affiliate’s chain of sale or distribution. Any terms that you or any of your affiliates provide to Dickson, any affiliate thereof, or any reseller, distributor or other person in Dickson’s or such affiliate’s chain of sale or distribution, including, without limitation, any terms incorporated into, attached to or referenced in any purchase order, acknowledgement or communication, shall be of no force or effect whatsoever.

13. MISCELLANEOUS

  1. Confidentiality. You will keep Dickson Confidential Information in the strictest of confidence and may use Dickson Confidential information only in connection with your use of the Services as permitted under these Terms of Use. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Dickson Confidential Information, including, at a minimum, those measures you take to protect your own confidential information.
  2. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms of Use where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
  3. Independent Contractors. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
  4. Notice.
    1. We may provide any notice to you under these Terms of Use by: (i) posting a notice on the DicksonOne Site; or (ii) sending a message to any email address then associated with your account. Notices we provide by posting on the DicksonOne Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
    2. To give us notice under these Terms of Use, you must contact Dickson as follows: (i) by email to SUPPORT@DicksonOne.com; or (ii) by personal delivery, overnight courier or registered or certified mail to 930 S. Westwood Ave., Addison, Illinois 60101. We may update the facsimile number or address for notices to us by notice to you in accordance with these Terms of Use. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
    3. All communications and notices to be made or given pursuant to these Terms of Use must be in the English language.
  5. Assignment. You will not assign these Terms of Use, or delegate or sublicense any of your duties, obligations or rights under these Terms of Use, without our prior written consent. Any assignment, delegation or sublicense in violation of this paragraph will be deemed null and void and of no force or effect. Subject to the foregoing, these Terms of Use will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
  6. Amendment and Waivers. These Terms of Use shall not be amended except by a writing executed by both parties. No waiver of any provision of these Terms of Use or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
  7. Severability. If any portion of these Terms of Use is held to be invalid or unenforceable, such portion shall be severed from these Terms of Use, and the remaining portions of these Terms of Use will remain in full force and effect.
  8. Governing Law; Venue. These Terms of Use shall be construed and enforced in accordance with the internal laws of the state of Illinois applicable to contracts entered into and fully performed in Illinois by residents thereof. Any action or proceeding brought by you or us against the other related to these Terms of Use shall be brought in a court located in the state of Illinois, and you irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Notwithstanding the foregoing, we may seek injunctive or other relief in any state, federal, or foreign court or agency of competent jurisdiction for any actual or alleged infringement of our, our affiliates’, or any third party’s intellectual property or other proprietary rights. Entire Agreement. These Terms of Use, together with the Order Form and our Privacy Policy, is the entire agreement between you and us regarding the subject matter hereof. These Terms of Use supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of hereof. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms of Use (whether or not it would materially alter these Terms of Use) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.

14. DEFINITIONS

  1. “Content” means software, data, text, audio, video, images or other content.
  2. “Dickson Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Dickson Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Dickson Confidential Information does not include any information that: (i) is or becomes generally publicly known without breach of these Terms of Use; (ii) you rightfully receive from a third party who (x) did not acquire or disclose the same by a wrongful or tortious act and (y) in no way restricted your use or disclosure of such information; or (iv) can be shown by documentation to have been independently developed by you without reference to any Dickson Content.
  3. “Dickson Content” means Content we or any of our affiliates use, disclose or make available in connection with the Services, on the DicksonOne Site or otherwise, including documentation, software and data, or to which you receive access as a result of your relationship with us.
  4. “DicksonOne Site” means www.dicksonone.com, www.dicksondata.com, and any successor or related site designated by us.
  5. “Fees” means, as of any time, the then-current fees for the Services.
  6. “Inventory” means any materials or inventory of any type stored by or for you or any other person or entity that uses the Services.
  7. “Order Form” means the sales, order or other form that the customer hereunder uses to purchase Services.
  8. “Product” means any product that you or any of your affiliates purchase or otherwise obtain directly or indirectly (through any channels of sale or distribution) from Dickson or any affiliate thereof to which the Services relate, including, without limitation, any Product that generates environmental data that is monitored, stored or analyzed as part of the Services, or that may be controlled (including, without limitation, by entering settings) using the Services.
  9. “Services” means any services made available by us or our affiliates on the DicksonOne Site that you purchase.
  10. “Term” means the period during which you maintain an active subscription to the Services.
  11. “Your Content” means environmental data uploaded by any of your Products for storage or processing using the Service.