OffenderManager - Terms and Conditions

PRICING & ORDER FORM TERMS & CONDITIONS
Effective as of August 2011
The following Pricing & Order Form Terms and Conditions (“T’s & C’s”) are a part of the Pricing & Order Form (the “Agreement”) and shall apply to the named entity on the Agreement (the “Licensee”) that uses the OMS Evolution Platform of DSI-ITI, LLC (“DSI-ITI”). These T's & C's also include by this reference the on-line Terms of Service ("TOS") www.offendermanager.com/termsofservice (which DSI-ITI may revise from time to time) that applies these T's & C's to each end user of the OMS Evolution Platform. Any capitalized terms not defined herein shall have the meanings set forth in the Agreement or the TOS. DSI-ITI and the Licensee are each a “Party” and together, the “Parties” under the Agreement and these T’s & C’s.

License. Subject to and conditional on continued compliance with the Agreement and the TOS, DSI-ITI shall provide to Licensee and its "Authorized Users," i.e., each and the total number of individual (and current) employees, contractors, or agents of Licensee that are permitted by Licensee to access the OMS Evolution Platform and who abide by the T's & C’s, a non-exclusive and non-transferable right to access and use the OMS Evolution Platform during the term of the Agreement. The OMS Evolution Platform and its modules, interfaces, portals, solutions, processes, and related information and content (collectively, the "OMS Evolution Platform") is provided by DSI-ITI to Licensee or its Authorized Users from the DSI-ITI Site as enabled by DSI-ITI's software applications and tools, which shall be in the form of compiled, executable object code. The OMS Evolution Platform includes the layout, look and feel, font, color scheme, and design made available by DSI-ITI, but excludes Licensee’s business rules, any inmate or non-inmate information provided by Licensee, or Licensee’s brand logo, which may be incorporate into portal page (as mutually agreed upon in accordance with this Agreement)). As it relates to use of the OMS Evolution Platform, this Agreement and the TOS shall be binding upon and applicable to each and every Authorized User of Licensee. As set forth in the Agreement, the OMS Evolution Platform shall be accessible from the DSI-ITI Site. For any information or materials downloaded, transmitted, or copied from the OMS Evolution Platform, Licensee must reproduce all legends, notices, and identification markers associated with authenticating documents or indicating that the OMS Evolution Platform is the property of DSI-ITI. Licensee remains solely responsible for its business rules and requirements and generally for its own use of the OMS Evolution Platform. Licensee must also ensure that its use of the OMS Evolution Platform stays within the defined limits and parameters designated by DSI-ITI. DSI-ITI, however, reserves the right to monitor compliance with the Agreement and the TOS and to otherwise protect its rights in the OMS Evolution Platform by monitoring usage and implementing other controls, processes, or security. DSI-ITI also reserves the right to suspend or terminate Licensee’s or any Authorized User’s access to the OMS Evolution Platform if Licensee or an Authorized User fails to comply with these T’s & C’s or the TOS or otherwise uses the OMS Evolution Platform in a manner that exceeds good faith use or constitutes an excessive usage burden on DSI-ITI until such time as such failure or unauthorized use has been cured or DSI-ITI terminates the Agreement for breach. In such event, DSI-ITI shall be relieved of its obligations under the Agreement during the period of suspension and shall not be found to be in breach of the Agreement for such relief. Moreover, Licensee acknowledges and agrees that any breach, threatened or actual, of any provision of the Agreement may cause irreparable injury to DSI-ITI and that such injury would not be quantifiable in monetary damages alone. Accordingly, Licensee acknowledges and agrees that DSI-ITI would not have an adequate remedy at law and shall otherwise be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Licensee’s obligations under any provision of the Agreement. In connection with this acknowledgment, Licensee hereby waives any requirement that DSI-ITI post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to DSI-ITI to enforce any provision of the Agreement. All rights granted by DSI-ITI to Licensee are for the sole purpose of internal business use, and Licensee may not use the OMS Evolution Platform or any other DSI-ITI content or materials on a service bureau basis with any third party, for any other purposes not expressly permitted by DSI-ITI, or for the benefit of persons or entities other than Licensee and its Authorized Users.

Licensee Obligations. Licensee agrees that it shall be responsible and liable for its own business rules and requirements as well as any acts or omissions of its Authorized Users with respect to these T’s & C’s and the TOS. Moreover, in addition any other obligations set forth herein, Licensee agrees to undertake the following: (a) use the OMS Evolution Platform in compliance with all applicable laws, regulations, orders, and other restrictions, including, without limitation, with respect to exports, (b) provide DSI-ITI with reasonable assistance in the implementation and delivery of the OMS Evolution Platform, (c) take such steps as reasonably necessary to protect the OMS Evolution Platform from unauthorized use, reproduction, copying, or third party access, (d) keep DSI-ITI reasonably informed as to any problems encountered with the OMS Evolution Platform, (e) unless specifically agreed to by the Parties in writing, Licensee shall remain responsible for obtaining, paying for, or providing communication lines, modems, routers, interface equipment, computers, servers, and workstations as necessary for access to the OMS Evolution Platform, (f) obtain and pay for itself all licenses for third party software, hardware, and firmware necessary for access to the OMS Evolution Platform, and (g) ensure that each Authorized User complies with the Agreement and the TOS www.offendermanager.com/termsofservice for the OMS Evolution Platform. If Licensee learns that any Authorized User has breached any provision of the Agreement or the TOS, Licensee will immediately notify DSI-ITI and will also provide such reasonable assistance to DSI-ITI as it reasonably requests in enforcing the Agreement or the TOS. License also acknowledges and agrees that DSI-ITI shall not be obligated to incorporate into the OMS Evolution Platform any information or materials whose technical requirements cannot be integrated within the parameters designated by DSI-ITI. DSI-ITI also reserves the right to refuse any information or materials that do not arrive in a timely fashion (per stated DSI-ITI guidelines for delivery of materials (if applicable)).

OMS Evolution Platform Services. DSI-ITI shall use commercially reasonable efforts to make the OMS Evolution Platform accessible through the DSI-ITI Site, subject to required and emergency maintenance, failure of third-party networks and communications facilities, and events of force majeure. Any other specifics for access, including any DSI-ITI Site registration requirements for Authorized Users, shall be set forth on www.offendermanager.com. The content layout, formatting, and arrangement of the OMS Evolution Platform as made available through the DSI-ITI Site shall be designed by DSI-ITI in its sole discretion. In the event that Licensee desires to display its brand on a portal page to the OMS Evolution Platform or that DSI-ITI modify any other the "look and feel" or standard delivery features of the OMS Evolution Platform, the parties will mutually agree upon the provision of any related brand content or Services (as such term is defined and further described below) and Licensee agrees to compensate DSI-ITI for such Services (as provided below).

Additional Services. In addition to complying with applicable law, DSI-ITI makes the storage and security commitment for the OMS Evolution Platform as set forth on www.offendermanager.com/securitypolicy (as changed by DSI-ITI from time to time). But, while DSI-ITI has endeavored to create a secure and reliable solution, Licensee acknowledges and agrees that the confidentiality or retention of any information or material stored with or transmitted to/from the OMS Evolution Platform over the Internet or other form of global communication network cannot be and is not guaranteed. DSI-ITI shall provide, during the term of the Agreement and during its normal business hours, the technical support for the OMS Evolution Platform as set forth on the F.A.Q. for Training & Support www.offendermanager.com/trainingandsupport (as changed by DSI-ITI from time to time). DSI-ITI shall provide only the training that is outlined on www.offendermanager.com/trainingandsupport with respect to the use of the OMS Evolution Platform. Except for the training to be provided by DSI-ITI, as specifically set forth herein, Licensee shall be solely responsible for training and otherwise informing Authorized Users of the features and capabilities of the OMS Evolution Platform. With respect to any services to be provided by DSI-ITI under the Agreement (the “Services”), Licensee acknowledges and agrees to the following: (i) DSI-ITI has the right to control and direct the means, manner, and method by which the Services are performed and may perform the Services at any place or location and at such time as DSI-ITI may determine reasonable; (ii) DSI-ITI may, from time to time engage independent contactors, consultants, or subcontractors to aid DSI-ITI in performing the Services under the Agreement; and (iii) DSI-ITI has the right to perform services for others during the term of the Agreement. To the extent Licensee requests from DSI-ITI additional support, training, or other programming work relating to the OMS Evolution Platform (including any work associated with branding a portal page to the OMS Evolution Platform) that is otherwise beyond DSI-ITI’s stated obligations in the Agreement or on www.offendermanager.com/trainingandsupport, DSI-ITI may provide such support, training, or programming work, in its sole discretion, at its standard time and materials rates or such other pricing as agreed to by the Parties in writing and subject to the terms of this Agreement and any other written agreement required by DSI-ITI.

Payment Terms. Licensee shall be responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement, including interest and penalties thereon (exclusive of taxes on DSI-ITI’s net income). Licensee shall provide copies of any and all exemption certificates to DSI-ITI if Licensee is entitled to any exemption. Licensee shall not offset or reduce any amount owed to DSI-ITI. Licensee will reimburse DSI-ITI for any travel expenses incurred by DSI-ITI for any on-site Services, including any training, provided under the Agreement at a location outside of DSI-ITI’s principal office. DSI-ITI will invoice Licensee for such travel expenses as provided for herein. Licensee shall forward the payment of any fees to DSI-ITI at the address designated by DSI-ITI. All prices are in US Dollars ($) and do not include applicable taxes, which may be added to the invoice. DSI-ITI may generally increase any fee in its sole commercial discretion after any designated initial license period (the "Initial License Period"). Unless otherwise indicated by DSI-ITI in writing, all invoices that DSI-ITI submits to Licensee must be paid within thirty (30) days of the receipt of DSI-ITI’s invoice. In the event Licensee exceeds the scope of the license granted above, and in addition to any other rights or remedies available to DSI-ITI, Licensee shall pay the then-standard licensee fees (as designated by Licensor) for the excessive use of the OMS Evolution Platform and such fees shall become immediately due and payable to Licensor. Licensee, however, may add other Authorized Users or obtain additional (permitted) license rights from DSI-ITI upon DSI-ITI’s prior written consent, which it may withhold in its sole discretion, so long as Licensee pays any required additional fees as specified by DSI-ITI. All past-due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. DSI-ITI also reserves the right to terminate or suspend access to the OMS Evolution Platform if Licensee fails to pay any amounts within fifteen (15) days of when due. Licensee shall reimburse DSI-ITI for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the amounts due to DSI-ITI under the Agreement shall survive any expiration or termination of the Agreement. Licensee shall keep and maintain full, true, and accurate records containing all data reasonably required for verification of amounts to be paid under the Agreement. DSI-ITI may perform an audit of such records and of Licensee’s use of the OMS Evolution Platform and the payment of fees under the Agreement. Any such audit shall be made upon reasonable notice and conducted during regular business hours at Licensee’s facilities. If the audit reveals that Licensee has underpaid fees to DSI-ITI, such underpayment shall be paid to DSI-ITI immediately notwithstanding any other rights or remedies available to DSI-ITI.

Renewal Term & Termination. The Agreement shall automatically renew for successive monthly periods (upon conclusion of Initial License Period), unless terminated earlier by either Party upon providing the other Party notice of its intent to terminate for convenience as permitted by the Pricing & Order Form or these T's & C's or to not renew the Agreement within thirty (30) days of the end of the Initial License Period or current 12-month time period. Notwithstanding the foregoing, the Agreement may be terminated by written notice from one Party to the other Party in the following other circumstances: (a) if the other Party breaches or fails to observe or perform any material term or condition of the Agreement and does not cure such breach or failure within thirty (30) days after written demand or (b) as permitted by applicable bankruptcy law, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws (or if a petition in bankruptcy is filed against such other Party and is not dismissed within 45 days after the filing), or if a receiver or trustee is appointed for all or any part of the property or assets of the other Party. Upon termination or expiration of the Agreement for any reason, (i) all rights and licenses granted hereunder to Licensee and any Authorized User shall immediately terminate and Licensee shall immediately cease all use of DSI-ITI’s property or materials, including, without limitation, the OMS Evolution Platform, and (ii) the receiving Party will immediately return (or, at the request of the disclosing Party, destroy and not retain in compliance with best industry practices for the destruction or erasure of such information) the Confidential Information of such other Party in its possession, custody, or control. If requested by DSI-ITI, Licensee shall provide written confirmation of its compliance with the obligations set forth in this section. Notwithstanding the foregoing, Licensee shall remain obligated to pay to DSI-ITI any fees or charges that were due prior to termination or expiration. In addition, sections 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive the termination of the Agreement.

Representations and Warranties. Licensee represents and warrants that (a) it is authorized to enter into the Agreement and perform its obligations; (b) the signatory for Licensee is authorized to execute the Agreement on behalf of Licensee; (c) Licensee has all required permits, licenses, and other governmental authorizations and approvals to use the OMS Evolution Platform; and (c) the information, reports, and records provided by Licensee to DSI-ITI in connection with the Agreement are accurate, to Licensee's knowledge, and provided to DSI-ITI with any necessary consent, right, permission, license, clearance, or authority (and provided DSI-ITI with reasonable proof thereof (if requested)) to permit DSI-ITI to use such information, reports, and records in connection with this Agreement. DSI-ITI represents to Licensee that (i) DSI-ITI has the full authority and right to enter into the Agreement and to grant the licenses granted hereunder and (ii) the undersigned representative of DSI-ITI is authorized to execute the Agreement on behalf of DSI-ITI. EXCEPT FOR THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DSI-ITI expressly disclaims all warranties, either express or implied, including, WITHOUT LIMITATION, any warranties OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, merchantability, QUALITY, OR fitness for a particular purpose. MOREOVER, LICENSEE ACKNOWLEDGES AND AGREES THAT DSI-ITI DOES NOT WARRANT THAT THE OMS EVOLUTION PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET LICENSEE’S REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD. BECAUSE THE OMS EVOLUTION PLATFORM IS BASED ON LICENSEE'S RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OMS EVOLUTION PLATFORM IS WITH LICENSEE. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE ComMENCEMENT OF THE INITIAL LICENSE PERIOD FOR THE OMS EVOLUTION PLATFORM AND NO WARRANTIES SHALL APPLY AFTER THIS 30-day PERIOD.

Limitation of Liability. LICENSEE acknowledgeS and agreeS that DSI-ITI shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond DSI-ITI's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, ACTS OF TERRORISM, wars, or governmental restrictions. DSI-ITI also assumes no responsibility for LICENSEE's FAilure to comply with any applicable law or regulation or for the deletion of or failure to store any content or information beyond DSI-ITI's stated obligations found at www.offendermanager.com/securitypolicy. Licensee ALSO ACKNOWLEDGES AND AGREES THAT DSI-ITI will not be liable to Licensee, or anyone claiming under or through Licensee, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether DSI-ITI was advised of the possibility of such damages. The ENTIRE liability of DSI-ITI for any claim arising out of or in connection with the Agreement shall not exceed that amount paid to DSI-ITI by Licensee under the Agreement WITHIN THE PRIOR THREE MONTHS OF THE date on which such claim is made.

Indemnification. Licensee shall indemnify, defend, and hold harmless DSI-ITI and its licensors, directors, officers, employees, agents, advisors, successors, and assigns (collectively, the “DSI-ITI Indemnitees”) from and against any and all claims, damages, costs, expenses (including attorney’s fees and court costs), and liabilities (including settlements) brought or asserted by any third party or person (whether initiated by a private party or person or a federal, state, or local governmental entity or official) against the DSI-ITI Indemnitees related to, resulting from, or arising out of (a) the provision by Licensee of any its information, products, or services, (b) Licensee’s (and/or a Authorized User’s) breach of the terms and conditions of the Agreement, or (c) any breach by Licensee (and/or its Authorized Users) of any laws (national, international, federal, provincial, state, or common) or regulations. With respect to Licensee’s indemnification obligations, Licensee will defend at its expense any action brought against a DSI-ITI Indemnitee and will pay any costs, fees and damages finally awarded against a DSI-ITI Indemnitee in such action or to be paid in settlement of such claim. In connection with the foregoing, DSI-ITI shall notify Licensee of such claim and shall use reasonable efforts to cooperate with DSI-ITI in defense of any claim. Nevertheless, Licensee acknowledges and agrees that DSI-ITI reserves the exclusive right, in its sole discretion, to participate in any claim and assume, at Licensee’s sole expense or such other cost-sharing arrangement agreeable to DSI-ITI, the control, defense, and/or settlement of any matter otherwise subject to this indemnification obligation.

Proprietary Rights. In connection with the submission by Licensee of any information or materials, Licensee hereby grants to DSI-ITI on its behalf and on behalf of any of its Authorized Users a non-exclusive, worldwide, royalty-free, right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such information or materials as necessary in connection with any processing by the OMS Evolution Platform, any utilization (and related archiving) of aggregated data for quality improvement or analytical purposes, or the performance of any related Services by DSI-ITI. In connection with using Licensee's designated brand materials or trademarks in connection with Licensee's request for DSI-ITI to brand a portal page to the OMS Evolution Platform, Licensee also hereby grants to DSI-ITI for the term of this Agreement a non-exclusive, worldwide, royalty-free, right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such materials or trademarks as necessary in connection with provision of the OMS Evolution Platform or performance of any related Services by DSI-ITI. The Agreement is not a sale of the OMS Evolution Platform nor is it a transfer or assignment of any intellectual property or other proprietary rights in the OMS Evolution Platform. Accordingly, Licensee acknowledges that DSI-ITI (or its licensors, affiliates, or subsidiaries) owns all right, title, and interest in and to the OMS Evolution Platform and any updates, upgrades, suggestions, contributions, enhancements, improvements, additions, modifications or derivative works thereto. Any rights that Licensee may acquire by operation of law with respect to the OMS Evolution Platform or any updates, upgrades, suggestions, contributions, enhancements, improvements, additions, modifications or derivative works thereto are hereby assigned by Licensee to DSI-ITI. DSI-ITI, OMS EVOLUTION, and all other names, logos, and icons identifying DSI-ITI’s products and services are proprietary marks of DSI-ITI (or its licensors, affiliates, or subsidiaries) and any use of such marks by Licensee shall inure to the benefit of DSI-ITI (or its licensors, affiliates, or subsidiaries) and any use of such marks without DSI-ITI’s prior written consent is strictly prohibited. DSI-ITI may use Licensee’s name to disclose that it is a user of the OMS Evolution Platform. DSI-ITI reserves all other rights, title, and interests not expressly granted herein, and Licensee acknowledges and agrees that it shall not do anything to impair DSI-ITI’s rights in and to the OMS Evolution Platform.

Confidentiality. Licensee agrees to use the Confidential Information of DSI-ITI only in furtherance of its permitted use under this Agreement. All Confidential Information shall remain the property of DSI-ITI (or its licensors, affiliates, or subsidiaries), and Licensee shall maintain and protect such information with at least the same degree of care as Licensee uses for the protection of its own confidential information, and at a minimum, with at least reasonable care. Licensee shall not disclose such Confidential Information to any third party, except in accordance with the Agreement. These restrictions shall not apply to Confidential Information (i) that becomes generally available to the public without breach of the Agreement by Licensee; (ii) is rightfully in Licensee’s possession before disclosure to it by DSI-ITI; (iii) is independently developed by Licensee; (iv) is rightfully received by Licensee from a third party without a duty of confidentiality; or (v) is required to be disclosed under operation of law, provided that Licensee gives DSI-ITI the opportunity to prevent or limit such disclosure. Unauthorized use by a Party of the other Party’s Confidential Information, which shall specifically include any misuse or unauthorized use of the OMS Evolution Platform by Licensee, will diminish the value of such information and its related rights and will constitute a material breach of the Agreement. “Confidential Information” means any information that (i) is marked as “Confidential” and/or “Proprietary,” (ii) is a valuable, special, or unique asset of DSI-ITI, or (iii) otherwise would, due to its nature and character, be logically considered confidential or proprietary to DSI-ITI. “Confidential Information” includes, but is not limited to, the non-public aspects of the OMS Evolution Platform, the Agreement, and any information regarding costs, prices, data, names, finances, marketing plans, business opportunities, personnel, formulas, methods, techniques, processes, computer programs, codes, research, and know-how, whether having existed, now existing, or to be developed or created in the future, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing.

Notices. All notices and other communications in connection with the Agreement shall be in a writing and shall be sent to the respective Parties at the addresses set forth in the Agreement, or to such other addresses as may be designated by the Parties in writing from time to time in accordance with this section, by registered or certified mail, postage prepaid, or by express courier service, service fee prepaid. All notices shall be deemed received (i) immediately upon delivery, if hand-delivered, (ii) five business days after posting, if delivered by mail, or (iii) the next business day after delivery by express courier service, if delivered by express courier service.

Miscellaneous. The Parties agree that this TOS is for the benefit of the parties hereto as well as DSI-ITI's licensors, affiliates, or subsidiaries. Nothing in the Agreement shall imply any partnership, joint venture, or agency relationship between the Parties, and neither Party shall have the right or power to obligate or bind the other except for what is stated in the Agreement. Licensee shall not assign or transfer the Agreement without the express written approval of DSI-ITI, which for the purposes of the Agreement shall include a merger or acquisition of all or substantially all of Licensee’s stock, equity interests, or assets. The Agreement may be executed in counterparts, all of which taken together will constitute one and the same agreement. The Agreement has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the Commonwealth of Virginia, as applied to agreements entered into and completely performed in the Commonwealth of Virginia. The Parties hereto agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the Commonwealth of Virginia for any disputes between the Parties under or arising out of the Agreement. Licensee also acknowledges and agrees that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to the Agreement and is hereby disclaimed. Moreover, the Parties agree that no action or proceeding may be brought arising from the Agreement more than two years after such claim first arose. DSI-ITI makes no representation that the OMS Evolution Platform is appropriate or available for use in other locations outside the Commonwealth of Virginia, and access to the OMS Evolution Platform from territories or nations where any aspect of the OMS Evolution Platform is illegal is prohibited. Licensee acknowledges and agrees that Licensee accesses and uses the OMS Evolution Platform on its own volition and that Licensee remains solely responsible for compliance with all applicable local laws with respect to Licensee's use of the OMS Evolution Platform. The Parties agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to the Agreement and that each Party has the right to seek attorneys’ fees in any proceeding. The Agreement, including these T’s & C’s, any F.A.Q. for Training & Support (as revised by DSI-ITI from time to time) www.offendermanager.com/trainingandsupport, any storage and security commitment for the OMS Evolution Platform as set forth on www.offendermanager.com/securitypolicy (as revised by DSI-ITI from time to time), DSI-ITI's Business Associated Agreement (if DSI-ITI's compliance and such document are required by applicable law), and the TOS www.offendermanager.com/termsofservice (which are all incorporated into the Agreement by this reference), and all other forms or schedules thereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings (both written and oral). In particular, to the extent required by applicable law, DSI-ITI will comply with its data handling obligations under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") per the terms of its Business Associate Agreement www.offendermanager.com/businessassociate or the form of business associate agreement that DSI-ITI has executed in writing. In the event of any conflict between the Agreement, the F.A.Q. or storage and security commitment, and the TOS, the Agreement (and these T’s & C’s) shall control. A printed version of the Agreement, these T’s & C’s, and/or the TOS and of any related notice given in electronic form with respect thereto shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Headings are for convenience only. With at least thirty (30) days prior notice posted at the following links, DSI-ITI may revise the F.A.Q. for Training & Support www.offendermanager.com/trainingandsupport, the storage and security commitment for the OMS Evolution Platform as set forth on www.offendermanager.com/securitypolicy, and the TOS www.offendermanager.com/termsofservice. DSI-ITI shall provide a thirty (30) day right to terminate the Agreement in the event of any material changes to the F.A.Q. for Training & Support www.offendermanager.com/trainingandsupport, the storage and security commitment for the OMS Evolution Platform as set forth on www.offendermanager.com/securitypolicy, and the TOS www.offendermanager.com/termsofservice, with the determination of a material change determined by DSI-ITI in good faith but in its sole discretion. Nevertheless, continued use of the OMS Evolution Platform following such thirty (30) day period shall constitute acceptance of any changes. Subject to DSI-ITI's rights to revise the F.A.Q. for Training & Support www.offendermanager.com/trainingandsupport, the storage and security commitment for the OMS Evolution Platform as set forth on www.offendermanger.com/securitypolicy, and the TOS www.offendermanager.com/termsofservice, the Agreement shall not be modified except by a written agreement signed or agreed to by the Parties. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach. If any provision of the Agreement shall be found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.

TERMS OF SERVICE
Effective as of January 2012

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND DSI-ITI, LLC ("We" or "DSI-ITI"). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE OMS EVOLUTION PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE OMS EVOLUTION SYSTEM AND ANY SOFTWARE, SOLUTIONS, MODULES, INTERFACES, PROGRAMS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE OMS EVOLUTION PLATFORM OR PROVIDED BY DSI-ITI IN CONNECTION THEREWITH (collectively, the or this “OMS Evolution Platform”). DSI-ITI IS WILLING TO LICENSE THE USE OF THE OMS EVOLUTION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS OR IF YOU HAVE NOT GAINED ACCESS TO THE OMS EVOLUTION PLATFORM PURSUANT TO THE EXECUTION OF A PRICING & ORDER FORM WITH DSI-ITI, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE OMS EVOLUTION PLATFORM AND ARE INSTRUCTED TO EXIT THE OMS EVOLUTION PLATFORM IMMEDIATELY.

TERMS AND CONDITIONS

LICENSE GRANT. The OMS Evolution Platform is provided by DSI-ITI, and this TOS provides to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the OMS Evolution Platform conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits You to use and access for personal or internal business purposes only the OMS Evolution Platform (i) on a single laptop, workstation, mobile device, or computer and (ii) from the Internet or through an on-line network (so long as such access occurs through a single laptop, workstation, mobile device, or computer). You may also load information from the OMS Evolution Platform into your laptop's, workstation's, mobile device's, or computer's temporary memory (RAM) and print and download materials and information from the OMS Evolution Platform solely for your personal or internal business use, provided that all hard copies contain all legends, notices, and identification markers associated with authenticating documents or identifying proprietary rights. If You are using the OMS Evolution Platform on behalf of a company or other form of entity, please note that such a company or entity must have a separate agreement with DSI-ITI regarding access and usage privileges for the OMS Evolution Platform, including, without limitation, a Pricing & Order Form. with DSI-ITI. Notwithstanding the foregoing, your use of the OMS Evolution Platform will also be subject to the terms and conditions of this TOS.

RESTRICTIONS. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the OMS Evolution Platform. Moreover, You may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the OMS Evolution Platform or in any way reproduce or circumvent the navigational structure or presentation of the OMS Evolution Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the OMS Evolution Platform, (ii) attempt to gain unauthorized access to any portion or feature of the OMS Evolution Platform, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the OMS Evolution Platform or to any DSI-ITI server or to any of the services offered on or through the OMS Evolution Platform, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the OMS Evolution Platform or any network connected to the OMS Evolution Platform, or breach the security or authentication measures on the OMS Evolution Platform or any network connected to the OMS Evolution Platform, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the OMS Evolution Platform, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the OMS Evolution Platform or DSI-ITI's systems or networks or any systems or networks connected to the OMS Evolution Platform, (vi) use any device, software, or routine to interfere with the proper working of the OMS Evolution Platform or any transaction conducted on the OMS Evolution Platform, or with any other person's or entity's use of the OMS Evolution Platform, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to DSI-ITI on or through the OMS Evolution Platform, (viii) use the OMS Evolution Platform to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the OMS Evolution Platform (or any part thereof) without DSI-ITI express, separate, and prior written permission, or (x) use the OMS Evolution Platform in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact DSI-ITI.

SUBMISSIONS. You acknowledge and agree that DSI-ITI shall not be obligated to incorporate into the OMS Evolution Platform any information or materials whose technical requirements cannot be integrated within the parameters designated by DSI-ITI. DSI-ITI also reserves the right to refuse any information or materials that do not arrive in a timely fashion (per stated DSI-ITI guidelines for delivery of materials (if applicable)). In connection with the submission by You of any information or materials, You hereby grant to DSI-ITI for the term of this TOS or the Pricing & Order Form with DSI-ITI a non-exclusive, worldwide, royalty-free, right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such information or materials as necessary in connection with any processing by the OMS Evolution Platform or the performance of any related Services by DSI-ITI . Because the OMS Evolution Platform extracts from and relies on the quality of the data and business process rules that You utilize, DSI-ITI encourages You to use discretion and care in submitting materials or information or in using the OMS Evolution Platform.

AUTHORIZED USER OBLIGATIONS. You represent and warrant to DSI-ITI that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and meet the conditions of a Authorized User as specified herein, (ii) You have all rights and permission necessary to submit, display, or make available any materials or information submitted to the OMS Evolution Platform and have obtained at your sole expense all necessary consents, rights, permissions, and clearances (and provided DSI-ITI with reasonable proof thereof (if requested)) required for DSI-ITI to use such materials or information in connection with the OMS Evolution Platform; and (iii) You have all required permits, licenses, and other governmental authorizations and approvals to use the OMS Evolution Platform. By downloading, accessing, or using the OMS Evolution Platform in order to view our information and materials or submit information or materials of any kind, You agree that will not post or transmit any of the following: (a) anything, which interferes with or disrupts the OMS Evolution Platform, (b) anything, which is contrary to the interests of DSI-ITI, (c) anything, which may damage, lessen, or harm the goodwill or reputation of DSI-ITI and its products or services, (d) anything, which defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others, (e) anything, which violates any law or encourages anti-competitive or unlawful pricing behavior, (f) anything, which involves the impersonation of any other person or entity, (g) anything, which is inaccurate, off-topic, irrelevant, or inappropriate for the purposes of the OMS Evolution Platform (or any part thereof), and (h) anything, which constitutes junk mail, spam, or unauthorized advertising. You also represent that You are able to assume all responsibility for your use, and the results of your use, of the OMS Evolution Platform, including meeting any legal or certification standard or any requirements of your contracts with third parties or other persons. You access and use the OMS Evolution Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your use. In particular, You shall not export the OMS Evolution Platform (or access thereto) without complying with such laws, orders, restrictions, or regulations. You also acknowledge and agree that use of the Internet and access to the OMS Evolution Platform is solely at your own risk. While DSI-ITI has endeavored to create a secure and reliable solution, You should understand that the confidentiality of any information or material transmitted stored with the OMS Evolution Platform or to/from the OMS Evolution Platform over the Internet or other form of global communication network cannot be guaranteed. You must make your own determination as to such issues. You also agree to assume all responsibility for obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the OMS Evolution Platform, and maintaining and backing up any of your data notwithstanding any of DSI-ITI's responsibilities. Any support, training, updates, upgrades, storage, security, or maintenance of or for the OMS Evolution Platform shall only be available through the Pricing & Order Form with DSI-ITI or pursuant to the terms and conditions of a separate written agreement with DSI-ITI (as agreed to by DSI-ITI in its sole discretion).

OTHER TERMS AND CONDITIONS. This TOS remains subject to DSI-ITI's Pricing & Order Form and Pricing & Order Form Terms and Conditions. If there is a conflict between this TOS and DSI-ITI's Pricing & Order Form or Pricing & Order Form Terms and Conditions, DSI-ITI's Pricing & Order Form and Pricing & Order Form Terms and Conditions shall control.

AUTHORIZED USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the OMS Evolution Platform may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the OMS Evolution Platform and to your account. Accordingly, by using the OMS Evolution Platform, You agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify DSI-ITI if You become aware of any loss or theft of your password or any unauthorized use of your user name and password. DSI-ITI cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. DSI-ITI reserves the right to delete or change a user name or password at any time and for any reason.

PROPRIETARY RIGHTS. This TOS provides only a limited license to use the OMS Evolution Platform. Except as expressly provided herein, DSI-ITI does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, You expressly acknowledge and agree that DSI-ITI transfers no ownership or intellectual property interest or title in and to the OMS Evolution Platform to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the OMS Evolution Platform, unless otherwise indicated, are owned, controlled, and licensed by DSI-ITI (or its licensors, affiliates, or subsidiaries) and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Unless otherwise noted, the OMS Evolution Platform is Copyright © 2011 DSI-ITI, LLC. All rights reserved. DSI-ITI (or its licensors, affiliates, or subsidiaries) also owns a copyright in the contents and look and feel of the OMS Evolution Platform as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content and look and feel of the OMS Evolution Platform. DSI-ITI, OMS EVOLUTION, and all other names, logos, and icons identifying DSI-ITI and its programs, products, and services are proprietary trademarks of DSI-ITI, and any use of such marks, including, without limitation, as domain names, without the express written permission of DSI-ITI is strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

FEEDBACK. DSI-ITI welcomes your feedback and suggestions about DSI-ITI's products or services or with respect to how to improve the OMS Evolution Platform. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to DSI-ITI, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to DSI-ITI and enable DSI-ITI to use such feedback. In addition, any feedback received through the OMS Evolution Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for DSI-ITI to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

LINKS TO OTHER SITES. DSI-ITI may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by DSI-ITI and are maintained by third parties over which DSI-ITI exercises no control. Accordingly, DSI-ITI expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY DSI-ITI, THE OMS EVOLUTION PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. DSI-ITI MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE OMS EVOLUTION PLATFORM AT ANY TIME AND FOR ANY REASON. Other than the right to fulfill its obligations under this TOS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DSI-ITI expressly disclaims all OTHER warranties, either express or implied, including, WITHOUT LIMITATION, any warranties OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, merchantability, QUALITY, OR fitness for a particular purpose. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT DSI-ITI DOES NOT WARRANT THAT THE OMS EVOLUTION PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD. BECAUSE THE OMS EVOLUTION PLATFORM IS BASED ON YOUR RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OMS EVOLUTION PLATFORM IS WITH YOU. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE ComMENCEMENT OF THE INITIAL LICENSE PERIOD FOR THE OMS EVOLUTION PLATFORM AND NO WARRANTIES SHALL APPLY AFTER THIS 30-day PERIOD.

LIMITATION OF LIABILITY. YOU acknowledge and agree that DSI-ITI shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond DSI-ITI's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. DSI-ITI also assumes no responsibility for YOUR FAilure to comply with any applicable law or regulation or for the deletion of or failure to store any content or information beyond DSI-ITI's stated obligations found at http://www.offendermanager.com/securitypolicy. YOU ALSO ACKNOWLEDGE AND AGREE THAT DSI-ITI will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether DSI-ITI was advised of the possibility of such damages. The ENTIRE liability of DSI-ITI for any claim arising out of or in connection with the Agreement shall not exceed that amount paid to DSI-ITI by Licensee under the Agreement WITHIN THE PRIOR THREE MONTHS OF THE date on which such claim is made.

INDEMNITY. You agree to defend, indemnify, and hold harmless DSI-ITI and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by You of this TOS.

GOVERNING LAW. This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the Commonwealth of Virginia, U.S.A. as applied to agreements entered into and completely performed in the Commonwealth of Virginia. You and DSI-ITI each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the Commonwealth of Virginia for any disputes between us under or arising out of this TOS. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney's fees in any proceeding. Any claim You might have against DSI-ITI must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and that each party has the right to seek attorneys' fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. DSI-ITI makes no representation that the OMS Evolution Platform is appropriate or available for use in other locations, and access to the OMS Evolution Platform from territories or nations where any aspect of the OMS Evolution Platform is illegal is prohibited. You access the OMS Evolution Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the OMS Evolution Platform. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact DSI-ITI if You wish to receive a printed copy of this TOS.

ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the OMS Evolution Platform may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. DSI-ITI reserves the right to view, monitor, and record activity on the OMS Evolution Platform without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the OMS Evolution Platform. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the OMS Evolution Platform as well as to disclosures required by or under applicable law or related government agency actions. DSI-ITI will also comply with all court orders involving requests for such information. In addition to the foregoing, DSI-ITI reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the OMS Evolution Platform, or any portion of the OMS Evolution Platform, in order to protect the OMS Evolution Platform, DSI-ITI, or DSI-ITI's business.

TERM AND TERMINATION. Assuming You or your organization has executed a Pricing & Order Form for access to the OMS Evolution Platform, this TOS and your right to use the OMS Evolution Platform will take effect at the moment You click "I ACCEPT" or You install, access, or use the OMS Evolution Platform and is effective until terminated as set forth below or until expired or terminated as set forth in the Pricing & Order Form with DSI-ITI. This TOS will terminate automatically if You click "I REJECT" or if You or your organization has failed to execute or no longer has in place an active Pricing & Order Form. In addition, this TOS will also terminate automatically if You fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the OMS Evolution Platform, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, You must destroy all copies of any aspect of the OMS Evolution Platform in your possession. In addition to the "Miscellaneous" provision, the provisions concerning restrictions, DSI-ITI's proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, and limitation of liability will survive the termination of this TOS for any reason.

MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to DSI-ITI, such injury would not be quantifiable in monetary damages, and DSI-ITI would not have an adequate remedy at law. You therefore agree that DSI-ITI shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, You hereby waive any requirement that DSI-ITI post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to DSI-ITI to enforce any provision of this TOS. You agree that this TOS is for the benefit of You and DSI-ITI as well as DSI-ITI's licensors, affiliates, or subsidiaries. Accordingly, this TOS is personal to You, and You may not assign your rights or obligations to any other person or entity without DSI-ITI's prior written consent. Failure by DSI-ITI to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by DSI-ITI of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and DSI-ITI as result of this TOS or your utilization of the OMS Evolution Platform. Headings herein are for convenience only. This TOS, along with the DSI-ITI's Privacy Policy and associated Pricing & Order Form (and its T's and C's) with DSI-ITI for the OMS Evolution Platform, represents the entire agreement between You and DSI-ITI with respect to use of the OMS Evolution Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and DSI-ITI with respect to the OMS Evolution Platform. In the event of any conflict between this TOS and the Pricing & Order Form, the Pricing & Order Form and its T's & C's shall control. Unless otherwise agreed to by DSI-ITI, please note that DSI-ITI reserves the right to change the terms and conditions of this TOS by providing You notice or a copy of such revised version of this TOS. Your continued use of the OMS Evolution Platform will be conclusively deemed acceptance of any change to this TOS or the OMS Evolution Platform. If You have questions regarding the OMS Evolution Platform or if You are interested in obtaining more information concerning DSI-ITI and its products or services, please contact DSI-ITI at (814)944-0405.