Terms of Service

These terms of service (“Terms”) constitutes a binding agreement between the company/entity (“Customer” or “you”) who, through you, its authorized agent, is using the DataBridge services, and Enterbridge Mobility, LC, a Virginia limited liability company (“EnterBridge,” “us,” or “we”), the owner of the DataBridge software/services, and relates to EnterBridge providing to you authorized access to the DataBridge software-as-a-service (the “Services).  BY COMPLETING THE ORDERING PROCESS FOR THE SERVICES AND CLICKING THE "ACCEPT" BUTTON, YOU ARE INDICATING YOUR CONSENT AND YOUR COMPANY/ENTITY EMPLOYER’S CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.

  1. Use of the Services; Ownership. You agree to use the Services solely in accordance with and as permitted under these Terms. We grant you a one-user, limited, non-transferable, non-sublicensable, non-exclusive license to use the Services solely for your customary and internal business purposes and not for the benefit of any third party, including affiliated third parties. By using the Services, you agree on behalf of yourself, your entity employer, and all personnel in your entity not to (i) modify, prepare derivative works of, copy, replicate the functionality of, or reverse engineer, the Services; (ii) knowingly or negligently use the Services in a way that abuses or disrupts our networks or the Services; (iii) transmit through the Services any harassing, fraudulent or unlawful material; (iv) market, resell, or retransmit the Services to or for any third party or over any network or between devices; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the Services to send unauthorized advertising, or spam; (vii) harvest, collect, or gather user data without their consent; or (viii) transmit through the Services any material that may infringe the intellectual property or other rights of third parties. We own the Services and all intellectual property relating thereto or arising therefrom. You have no ownership rights in the Services; rather you have solely a limited license to use the Services pursuant to the terms of these Terms and solely while these Terms are in effect. All rights not expressly granted to you here are expressly reserved by us.

  2. Orders, Fees, and Payment. You order Services using our ordering process (“Order”) made available through the process that brought you to these Terms. Your Order is where you provide contact information, product selection, credit card information, and the like. All Orders are effective on the date you submit your Order and accept these Terms (“Effective Date”). All Orders shall be pre-paid by credit card or other immediately available funds for the entire term (as described below) and are non-refundable (unless there is an uncured failure of the Services to perform their essential purpose (see Sections 3 and 5 below), in which case your fees will be refunded pro rata). You agree to pay all applicable fees for the Services as set forth in the Order. We may suspend or terminate your Services if at any time we determine that you haven’t paid all applicable fees for the Services, or that your payment information is inaccurate or not current.

  3. Term Length and Termination. Your initial term commitment for any Order (“Initial Term”) will be determined by you during the ordering process and will start on the Effective Date. This commitment will automatically renew on monthly or annual basis as specified during the ordering process (each a “Renewal Term”). You may terminate the Renewal Term at any point prior to the date the Renewal Term is effective. In addition, you may terminate these Terms if the Services do not perform its essential purpose (as referenced in Section 5 below) and we have not cured such failure within 60 days of receipt of written notice of same. We may terminate these Terms if you breach a material obligation hereunder and you fail to cure such breach within 30 days of receipt of written notice of same. If these Terms or the Services are terminated, you will immediately discontinue all use of the Services. We will not be liable for any damages resulting from termination of these Terms, and termination will not affect any claim arising prior to the effective termination date.

  4. Your Content. “Content” means any of your original files, documents, and other information that you upload to the Services, but does not include the output from the Services. You own your original Content. You grant us a non-exclusive, worldwide, royalty-free, perpetual license to (a) use, modify, reproduce and distribute your Content, as required to provide the Services, and (b) maintain your Content in the Services system solely for archiving purposes after the Services and these Terms are terminated. You warrant that (i) you have the right to grant us these licenses, and (ii) none of your Content infringes on the rights of any third party, and (iii) none of your Content is protected health information under the statutes, rules or regulations relating to the Health Insurance Portability and Accountability Act of 1996.

  5. Warranty; Disclaimers; Indemnification. WE WARRANT THAT THE SERVICES SHALL PERFORM THEIR ESSENTIAL PURPOSE AS DESCRIBED ON OUR WEBSITE AT WWW.DATA-BRIDGE.COM. OTHER THAN THIS EXPRESS WARRANTY, YOUR USE OF THE SERVICES IS ON AN “AS IS” BASIS AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. You will indemnify and defend us against any third-party claim resulting or arising from, or relating to, a breach by you of ANY OF these terms.

  6. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, THE TOTAL CUMULATIVE LIABILITY OF ENTERBRIDGE ARISING OUT OF THESE TERMS IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE SERVICES DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.

  7. Additional Terms. Neither party may assign its rights or delegate its duties under these Terms either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that we may assign these Terms to an affiliated entity. These Terms will bind and inure to the benefit of each party’s successors or assigns. These Terms, including your Order, sets forth the entire agreement between us relating to the Services and supersedes all other oral and written agreements. If any part of these Terms is not enforceable, this will not affect any other Terms. Both parties are independent contractors and nothing here creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to these Terms will be a third-party beneficiary hereof. Failure to enforce any right under these Terms will not waive that right. Unless otherwise specified, remedies are cumulative. No party will be responsible for any delay or failure to perform under these terms due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labor disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist. The governing law for your use of the Services and for construing these Terms shall be the laws of the Commonwealth of Virginia, USA without regards to its conflict of laws rules, and the sole and exclusive venue for any dispute under these Terms or relating to the Services shall be a court of competent jurisdiction within the Richmond, Virginia USA metropolitan area. Written notices shall be provided to EnterBridge at the email address invoicing@enterbridge.com, and to you at the email address you provide with your Order. Provisions herein relating to Orders, Fees and Payment, effect of termination, Your Content, Disclaimers, Indemnification, Limitation of Liability, and these Additional Terms, survive the termination of these Terms.

Version: November 1, 2020