Last Updated Date: 07/26/2025

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This Services Agreement ("Agreement") becomes effective on the date stated in a mutually executed order form (“Order Form”) between dRVT ("Provider") and the subscribing party identified therein ("Client"). Should there be any contradiction between the Order Form and this Agreement, the Order Form shall take precedence.

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1. Scope of Services and Support

1.1. Subject to the terms herein, Provider will make commercially reasonable efforts to deliver the services described in the Order Form ("Services"). During setup, Client will designate a user to manage their account credentials. Provider may deny or revoke access credentials at its discretion.

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1.2. Provider will provide standard technical assistance to the Client within reasonable means and availability.

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2. Client Use and Limitations

2.1. Client agrees not to:
(a) reverse engineer, decompile, or disassemble the software underlying the Services;
(b) alter or create derivative works based on the Services or software unless explicitly authorized;
(c) use the Services for third-party benefit via time-sharing or service bureau operations; or
(d) remove proprietary notices or branding from any materials.

For any software installed locally, Client is granted a non-exclusive, non-transferable license to use it solely in conjunction with the Services and for the duration of this Agreement.

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2.2. The Client agrees not to export, or allow the export of, the Services or software in violation of applicable export regulations. The software and documentation are considered “commercial items,” and any U.S. Government use will be bound by the terms of this Agreement.

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2.3. Client affirms that its use of the Services complies with all relevant laws and Provider's published policies. Client agrees to defend and indemnify Provider from claims arising out of Client's misuse or noncompliance. While Provider does not monitor content, it reserves the right to restrict usage that violates policy or law.

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2.4. Client is responsible for securing the technology needed to use the Services (such as internet access, hardware, and operating systems) and must maintain the confidentiality of all account credentials. Client bears responsibility for all activity under its account, whether authorized or not.

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3. Confidentiality and Ownership

3.1. Each party may access confidential information (“Confidential Information”) of the other in connection with this Agreement. This includes business, technical, and financial information. Both parties agree to maintain the confidentiality of such information and to use it only as required to fulfill this Agreement. This obligation does not apply to information that becomes public through no fault of the receiving party, was previously known, is independently developed, or is legally compelled to be disclosed.

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3.2. Provider may gather and analyze usage data related to the Services for improvement and diagnostics. Such data may be used in aggregate or anonymized form but will not identify the Client without consent.

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4. Fees and Payment

4.1. Client will pay all fees as outlined in the Order Form. Additional usage beyond agreed thresholds may incur supplemental charges. Provider reserves the right to adjust fees at the end of any service term with 30 days’ prior notice. Any billing disputes must be raised within 60 days of the invoice date.

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4.2. Payments are due within 14 days of the invoice date unless otherwise specified. Overdue amounts may incur interest at 1.5% per month or the maximum allowed by law, plus any collection expenses. Client is responsible for taxes, excluding Provider’s income tax.

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5. Term and Termination

5.1. This Agreement remains effective for the duration specified in the Order Form and automatically renews for successive terms of equal length unless either party gives written notice of non-renewal at least 60 days before the current term ends.

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5.2. Either party may terminate this Agreement with 30 days’ notice in the event of a material breach by the other. Immediate termination may occur in cases of nonpayment. All fees incurred through the termination date must be paid. Sections relating to confidentiality, fees, disclaimers, and liability limitations will remain in effect post-termination.

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6. Authorized Access

6.1. “Authorized Users” are individuals designated by the Client to access the Services, including employees, affiliates, and contracted personnel. Client must ensure all Authorized Users are properly vetted and compliant with relevant laws.

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6.2. Each Authorized User must have unique login credentials. Sharing of credentials is prohibited. The number of users may not exceed the quantity stated in the Order Form without additional fees.

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6.3. Client may not allow access to individuals or entities restricted by governmental or international sanctions.

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6.4. If additional users are added, fees will be prorated based on the current term. Reductions in user count may not take effect until the next renewal term.

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7. Warranties and Disclaimers

Provider will strive to deliver the Services in a manner consistent with industry norms and will aim to minimize downtime. Scheduled maintenance may occasionally interrupt service. However, Provider does not guarantee uninterrupted or error-free operation and disclaims all warranties not expressly stated, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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8. Limitation of Liability

Provider shall not be liable for:
(a) loss of data, use, or revenue;
(b) indirect, incidental, or consequential damages;
(c) issues beyond its control; or
(d) damages exceeding the total fees paid by Client in the 12 months prior to the incident.

These limitations apply regardless of legal theory or whether the possibility of damages was known.

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9. General Terms

If any provision is found unenforceable, the remaining terms remain valid. Client may not assign this Agreement without Provider’s written consent; however, Provider may assign its rights without restriction. This document represents the entire agreement between the parties and supersedes all prior discussions or agreements. Modifications must be in writing and signed by both parties. No partnership or employment relationship is implied. The prevailing party in any dispute is entitled to recover legal costs. All notices must be in writing and are considered delivered upon receipt via personal delivery, email with confirmation, overnight courier, or certified mail. This Agreement is governed by the laws of the State of New York.

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10. Marketing and Public Acknowledgment

Provider may reference Client’s name, logo, or marks in marketing materials, subject to Client's brand guidelines. Aggregated or de-identified usage data may be used to illustrate service trends or improvements, but will not include personal or identifiable information without consent.