Universal License Agreement

WHEREAS, DSS Sustainable Solutions USA, Inc., a Delaware corporation, located 4023 Kennett Pike #282, Wilmington, DE 19807-2018 ("DSS") is the sole ,owner and holds all right, title and interest in and to the DSS content (marketed under the name, "dss⁺") ("Products" or "DSS Products") which will be accessed by you, ("Customer") through a DSS authorized provided ("Partner") as part of an order from the Partner ordering document, ("Partner Order"). Customer and Partner may be referred to individually as "Party" or collectively as "Parties"; and

WHEREAS, THIS UNIVERSAL LICENSE AGREEMENT "(LICENSE AGREEMENT") SETS FORTH THE SOLE TERMS AND CONDITIONS BY AND BETWEEN YOU AND DSS THAT GOVERN THE SUBLICENSE, ACCESS AND USE OF THOSE DSS PRODUCTS LISTED ON THE PARTNER ORDER. BY ACCEPTING THIS AGREEMENT, THROUGH EXECUTING AN ORDER WITH PARTNER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS THE PRODUCTS.

NOW, THEREFORE, as of the Effective Date, as defined in Article 3 below, the Parties hereby agree as follows:

DEFINITIONS. When used in this License Agreement, the following terms shall have the following meanings:
1. "Access" means any access to any eLearning Products, including to a single course by a single Authorized User, regardless of whether the course was completed.
2. "eLearning Products" means the DSS provided eLearning courses set forth in the applicable Partner Order.
3. "Authorized User(s)" means any employees, agents or representatives of Customer who access the system.
4. "Partner" means the DSS authorized provider in which Customer directly receives access to DSS Products through order process put in place by Partner.
5. "Products" means all the DSS content, (marketed under the name, "dss⁺") provided to Customer by Partner as set forth on the applicable Partner Order.
6. "Territory" means North America.
LICENSE.
1. Partner, as authorized by DSS, hereby grants to Customer a non-exclusive, non-transferable, restricted subscription license for the number of Accesses and/or Authorized User(s) set forth on the applicable Partner Order to use the Products set forth on applicable Partner Order in the Territory by Customer and Customer's Authorized User(s) solely for Customers internal business purposes and solely for the direct benefit of Customer's internal business.
2. Customer shall not sell, lease, transfer, sublicense, or otherwise make available or permit anyone other than Authorized User(s), to access or use the eLearning Products, or any portion thereof. Customer may not sublicense, assign, transfer, distribute, use, copy of, or modify Products. Failure to use all Accesses prior to termination of this License Agreement will result in those Accesses being forfeited.
3. Customer, Partner, or Authorized User(s) shall not claim any ownership by reason of their use of, or access to, eLearning Products.
4. Customer is solely responsible, at its own expense, for acquiring, installing, and maintaining all equipment, hardware, software, and other equipment as may be necessary for it and its users and Authorized User(s) to connect to, Access, and use DSS Content.
TERM. This Agreement was last updated on November 21, 2024. It is effective beginning date Customer accepts Partner Order ("Effective Date"). This License Agreement shall be effective for a period indicated in the Partner Order.
TERMINATION
1. Customer may terminate this Agreement between Customer and DSS by discontinuing access and use to the DSS Products and paying, in full, for all access up to the date of termination. Access and use of the DSS Products is subject to the terms and conditions contained in this EULA.
2. Termination without notice. DSS may, in its absolute discretion, terminate this License Agreement immediately and without notice if at any time the Partner or Customer or its employee(s), or agents:
  1. are in violation of Article 8 of this License Agreement;
  2. engage in any behavior which in the reasonable opinion of DSS constitutes serious misconduct (examples include and are not limited to, causing serious and imminent risk to the health and safety of any DSS employee, independent contractor or subcontractor, committing acts such as theft, fraud, assault, sexual harassment, bullying or intimidation);
  3. engage in conduct which does or is likely to injure the reputation or business of DSS or is charged with any offences which in the reasonable opinion of DSS brings the Partner or Customer into serious disrepute.
3. Where DSS decides to terminate the License Agreement for a reason specified above, Partner will immediately terminate access to the DSS Products effective immediately. Customer will pay to Partner for all sales up to the date of termination.
4. Upon termination or expiration of this License Agreement, Partner will certify that all Non-Hosted DSS Content has been deleted. Customer has no right to use DSS Content after termination or expiration of this License Agreement.
5. Any termination hereunder shall not relieve or release either DSS or Distributor from any rights, liabilities or obligations, including payment of any outstanding fees, that may have accrued under the law or terms of this License Agreement prior to the date of such termination. The expiration or termination of this License Agreement shall not affect the obligations which by their nature is intended to do so.
6. Upon termination of this License Agreement for any reason, Partner and Customers will cease to have any rights whatsoever to the Products licensed and/or provided hereunder.
WARRANTY. PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. DSS AND PARTNER HEREBY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED. DSS AND ITS OFFICERS, DIRECTORS, AFFILIATES, AND PARENT (HEREINAFTER "DSS") AND PARTNER EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, RESULT, AND FREEDOM FROM VIRUSES. DSS AND PARTNER DO NOT WARRANT THAT THE PRODUCTS WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. DSS AND PARTNER SHALL HAVE NO LIABILITY WHATSOEVER FOR THE ACCURACY, RELIABILITY AND/OR QUALITY OF THE PRODUCTS. IN NO EVENT WILL DSS OR PARTNER HAVE ANY LIABILITY TO CUSTOMER RELATING IN ANY WAY TO THIS LICENSE AGREEMENT OR THE PRODUCTS PROVIDED HEREUNDER FOR INCIDENTAL, INDIRECT, SPECIAL, LOST PROFITS, OR CONSEQUENTIAL DAMAGES. Customer assumes all risk and liability resulting from use of the Products or information delivered hereunder, whether used singly or in combination with other products. services or information.
INTELLECTUAL PROPERTY
1. Customer recognizes that Products are copyrighted and subject to applicable copyright, database protections, and other rights of copyright owners and publishers under the laws of the United States and other countries. Customer acknowledges that Products are proprietary to DSS, and/or DSS has secured all necessary or appropriate rights and licenses from third party owners of Products sufficient for DSS to enter into this License Agreement and grant these license rights, are comprised of: (a) works of original authorship, including compiled content containing DSS selection, arrangement, coordination, and expression of such content or pre-existing material it has created, gathered, or assembled and (b) information that has been created, developed, and maintained by DSS at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm DSS.
2. Customer shall not directly or indirectly copy any Products in whole or in part without the express written consent of DSS. Customer shall not decompile, disassemble, electronically transfer, de-encrypt, or reverse engineer the Products, or translate Products into another computer language. All of Customer’s rights to use any Products is expressly stated herein and there are no implied rights. DSS reserves all rights not expressly granted to Customer.
3. Provided Customer has ordered customizable Products from Partner, Customer is permitted to modify the DSS Content using Customization tools, only if such tools are listed in Schedule A, with any content that it has a right and/or license and is solely responsible for any content it so creates or stores there, as well as for any DSS Content modifies. Preexisting materials and materials independently produced by Customer which are used to modify Products are owned by Customer. DSS owns any derivatives Products created by Customer and Customer hereby assigns all right title and interest in any such Derivative Work, as defined in 17 USC Section 101, to Products will have no right to use the Derivative Work, without the written permission of Customer. To the extent Customer creates a custom course that does not infringe any DSS copyright, Customer owns the custom course. Any course that infringes a DSS copyright is considered a Derivative Work and owned by DSS.
CONFIDENTIAL INFORMATION
1. During the term of this License Agreement and for a period of three (3) years after this License Agreement expires or is terminated, neither Party shall disclose to, use (except as permitted herein), or permit to be used, by any third Party any technical, scientific or business information, or any other information or Intellectual Property of the other Party, designated in writing as confidential at the time of disclosure, or if disclosed visually and/or orally, designated as confidential at the time of disclosure and confirmed in writing within 30 days after such disclosure (collectively "Confidential Information") disclosed to, learned by, or developed by either Party, its employees or agents under the License Agreement. In addition, each Party shall (i) not use the Confidential Information of the other Party other than to fulfill its obligations under the License Agreement; (ii) not allow access to the Confidential Information of the disclosing Party to anyone other than the recipient Party's employees or other permitted contractors, subcontractors, and agents who have agreed in writing: (a) to be bound by confidential obligations consistent with the terms of this License Agreement; and (b) to use the Confidential Information solely to provide Products hereunder and for no other purposes; and; (iii) to protect the Confidential Information of the disclosing Party with at least the same level of care as it uses for its own confidential information of a similar nature but not less than a reasonable level of care. The License Agreement and its terms and conditions are considered Confidential Information.
2. These restrictions on use and disclosure shall not apply to Confidential Information:
  1. already known to the receiving Party when it was disclosed by the disclosing Party as demonstrated by prior existing records of the receiving Party;
  2. that is or becomes known to the public through no fault of either Party, its employees, or agents;
  3. that is lawfully received by either Party from a third Party where the third Party has not required either Party to maintain the information in confidence;
  4. developed by a Party independently of disclosure by the other Party; and
  5. required to be disclosed by court order or otherwise by applicable law.
COMPLIANCE WITH LAWS. Each Party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this License Agreement. Including but not limited to:
1. Human Rights Laws.
  1. DSS is committed to supporting and adhering to internationally proclaimed human rights, as required by laws such as the Trafficking Victims Protection Reauthorization Act (TVPRA), and the Modern Slavery Act, among other laws. Accordingly, DSS prohibits the use of child or forced labor in our business and any involvement with organizations that support prohibitive labor practices or human trafficking..
  2. DSS will not collaborate with organizations that are suspected of contravening principles aimed at ending modern slavery. DSS is committed to establish relationships with companies that share the same principles and values, which implies:
    1. Assessing prospective clients on their human rights track record, including on the existence of a Human Rights Policy in their organization, and any actions they may have taken to uphold human rights in their operations.
    2. Encouraging our clients to adopt similar standards, and to apply Human Rights principles in their organization.
    3. Addressing situations and deciding on the possible options to address, when a client is involuntarily incurring human rights violations through their operations.
2. Anti-bribery and Anti-corruption Laws.
  1. Each Party agrees and accepts not to engage or encourage directly or indirectly in any conduct that may be construed to be an act of bribery or corruption of any government or public official or any other person who can make, direct, or influence a decision, and to comply with all laws, statutes, regulations relating to anti-bribery and anti-corruption including any provision of the Foreign Corrupt Practices Act, as amended ("FCPA"), the UK Bribery Act 2010 or any other applicable anti-bribery or anti-corruption laws.
3. Export Control and Sanctions.
  1. Neither Party, nor any of its respective directors or officers: (i) is an entity identified on, or owned or controlled by, or acting on behalf of, any individuals or entities identified on an applicable restricted party list; or (ii) is organized under the laws of, ordinarily resident in, located in, or acting on behalf of, any jurisdiction(s) subject to comprehensive sanctions.
  2. Each Party agrees to inform the other if any of the foregoing statements changes. Customer will not provide DSS or Partner access to any items (hardware, software, or technology) or services for which government authorization is required for import, export, reexport, or transfer without (i) DSS’s prior written consent, and (ii) advance notification to DSS of the applicable trade control laws and the export classification(s) of such items and/or services. The Services provided may not be shared or used with any restricted parties or comprehensively sanctioned countries and Customer will not provide any non-public information to DSS or Partner that is related to such parties or countries.
LIMITATION OF LIABILITY. IN NO EVENT WILL: (i) PARTNER AND DSS AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY DAMAGES ARISING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS LICENSE AGREEMENT, NONDELIVERY, OR THE PROVISION OF ANY PRODUCT OR INFORMATION COVERED BY THIS LICENSE AGREEMENT, REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEED THE TOTAL PRICE IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE PAID OR PAYABLE ON THE ORDER FORM FOR WHICH THE PRODUCTS OR INFORMATION IN RESPECT OF WHICH DAMAGES ARE CLAIMED IS INCLUDED, AND (ii) PARTNER AND DSS SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR THE PROVISION OF ANY PRODUCTS OR INFORMATION.
MISCELLANEOUS
1. Assignment. Neither Party shall assign or transfer the License Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, and notwithstanding anything to the contrary in this License Agreement, DSS may, without the other Party’s prior written consent, assign this License Agreement, in whole or in part, to: (i) any Affiliate; and/or (ii) any purchaser of all of substantially all of the assets in the line of business to which this License Agreement pertains; and/or (iii) any successor entity that results from reincorporation, merger, consolidation, sale, or other similar transaction or reorganization of any kind of DSS or its Affiliate with or into such purchaser or successor entity.
2. Applicable Law and Jurisdiction. The License Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The License Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. The Parties consent and submit exclusively to the jurisdiction and service of process of the courts of the State of Delaware or the courts of the United States located in Delaware.
3. Excused Performance. No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the Party affected, including, but not limited to, act of God, fire, explosion, flood, war, act of or authorized by any Government, accident, labor trouble or shortage, pandemic, inability to obtain material, equipment or transportation, failure of electronic or mechanical equipment, failure of electric power or telecommunications, failure of supplier, failure of internet service provider. The Party experiencing a force majeure shall promptly give notice to the other Party of the occurrence of the force majeure and shall describe the force majeure in reasonable detail.
4. Waiver. The waiver by either Party of any breach or default hereunder, or the failure of either Party to enforce any of the terms and conditions herein shall not affect, limit or waive the right of either Party thereafter to enforce and compel strict compliance with the terms of this License Agreement.
5. Severability. If any term or other provision of this License Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this License Agreement, this License Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions or business relations contemplated herein are not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
6. Contact Information. Should You have any questions about these terms and conditions, you may contact DSS by submitting a contact request form at www.consultdss.com/contact-us/ with ATTENTION TO USC LEGAL as part of the message. Or, You may call +1 800 532 7233 and direct that your message should be provided to the USC Legal Department. Provide detailed information regarding the query so that DSS may be better prepared to provide a complete response. DSS Legal holds standard 5-day weekly office hours in the EST time zone.
7. Conflicting Terms of Purchase Orders. In the event the terms of this License License Agreement conflict with the terms of any form purchase order of Partner, Customer or other Partner or Customer form, the terms of this License Agreement shall control as to DSS Products and DSS eLearning Products. Customer expressly waives any provisions in any form purchase order or other form that purports to control over this License Agreement. No modifications of this License Agreement as it pertains to DSS Products shall be effected by the acknowledgment or acceptance of purchase order forms stipulating additional or different conditions.
8. Entireties. This License Agreement constitutes the entire agreement between the Parties as it pertains to DSS Products and eLearning Products and supersedes any prior communications, on-line or other electronic or written licenses between the Parties with respect to the subject matter hereof. No other terms shall apply. This License Agreement may only be amended by a writing signed by both Parties.

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