MSAT TERMS AND CONDITIONS OF USE

Last Updated: April 9, 2019

These Terms and Conditions of Use (“Terms of Use”) constitute a legally binding contract between you (“you,” “your,” or “user”) and Derry Software, LLC (“Derry Software,” “us,” “we,” or “our”), and govern your access to and use of the MSAT platform and cloud application, its underlying computer code and software, and any data or information accessed through MSAT (collectively, “MSAT”).

Please read these Terms of Use carefully before you start to use MSAT. BY USING MSAT, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT USE MSAT.

License to Use MSAT.

License. Access to and use of MSAT is restricted to users who hold an MSAT license through Derry Software.  Derry Software grants to you a non-exclusive, non-transferable, limited license to use MSAT subject to these Terms of Use. A user is not authorized to sub-license MSAT or in any way provide MSAT to a third party under its license.

License Type.  Derry Software offers the following types of licenses:

  • Single use license. A single use license is a license granted by Derry Software to an individual for that individual’s sole use. Each individual user of MSAT is required to hold a separate license to access and use MSAT.
  • Network license. A network license is a license granted by Derry Software to an entity that covers multiple individuals and allows a specified number of such individuals to use MSAT concurrently.  A network license may be customized to cover the number of individual users a law enforcement entity requires. Under a network license, each authorized user has a separate user account, but use of MSAT at any given time is limited to the number of concurrent users designated under the network license.

License Fee. To obtain and maintain a MSAT license, you must pay Derry Software a license fee at a rate, in a manner, and on such dates as Derry Software shall determine.  The license fee charged by Derry Software, as well as the manner and date of payment, are subject to change from time to time.

Proof of Employment. Derry Software created MSAT for law enforcement officials to aid in authorized investigative activities.  To ensure that you are a law enforcement official, prior to issuing a license, Derry Software may (a) request personal information from you to verify your employment as a law enforcement official; (b) request that you provide proof of employment and your position as a law enforcement official from your employer; and/or (c) perform any other investigations or inquiries necessary to verify your current position as a law enforcement official. Derry Software may condition its issuance of a license on whether it receives satisfactory proof of your employment.

Acceptable Use.

Intended Use and Purpose. MSAT is intended for use by law enforcement officials for investigative purposes only. MSAT aids in the course of legally authorized investigative activities by permitting users to  access data and information stored in the MSAT cloud database.  Information accessible through MSAT includes, but is not limited to, phone numbers, addresses, and identification photographs.  You agree to use MSAT for its intended use and purpose only and not for any other purpose. Notwithstanding the foregoing, you may share your MSAT search results with other parties who may be required to receive such results as part of the normal day-to-day conduct of investigative activities supported by your use of MSAT.

Legal Authority for Data Used; Systems Compatibility. It is your responsibility to ensure that your use of MSAT conforms to all applicable laws and legal requirements. You are also responsible for ensuring that MSAT is compatible with your systems and computer hardware.

Prohibition against Misuse. You agree not to misuse MSAT in any way, including, but not limited to, performing or attempting to perform any of the following activities with, through, or against MSAT: (a) sharing your MSAT license information and/or MSAT account login information, including your username and password, with any other individual or entity; (b) probing, scanning, or otherwise testing the vulnerability of any component of MSAT or any other system or network; (c) breaching or otherwise circumventing any security or authentication measures implemented by MSAT; (d) accessing, tampering with, or otherwise using any areas or facilities of MSAT that you have not been authorized to access; (e) interfering with or otherwise disrupting any user, host, or network associated with MSAT, for example, by sending a virus, overloading, flooding, spamming, or mail-bombing any part of MSAT; (f) uploading malware into or planting malware in MSAT, or otherwise using MSAT to store or distribute malware; (g) sending unsolicited communications, promotions, advertisements, or spam to or from MSAT; (h) sending or using altered, deceptive, or false source-identifying information, including “spoofing” or “phishing;” (i) promoting or advertising other products or services without prior, written authorization from Derry Software; (j) impersonating, or otherwise falsely representing your affiliation with, any person or entity; (k) violating the privacy of others; or (l) violating the law in any way.  Derry Software reserves the right, in its sole discretion, to revoke or suspend access to MSAT, temporarily or permanently, for any misuse of MSAT.

Restrictions on Use. You may not, without Derry Software’s prior written consent, conduct, cause,  or facilitate the: (a) use, copying, reproduction, modification, rental, lease, sublease, sublicense, public display, or transfer of MSAT and its output except as expressly provided in these Terms of Use; (b) creation of any derivative works based on MSAT or its underlying computer code and software; (c) reverse engineering, disassembly, or decompiling of MSAT’s underlying computer code or software; (d) use of MSAT in connection with any unauthorized law enforcement investigation or activity; (e) use of MSAT in connection with any profession or activity other than as permitted in these Terms of Use; (f) use of MSAT by any third party under your MSAT license; or (g) release of results from any benchmark testing of MSAT to any third party or to the public.

Prohibition on Scraping. In addition to the foregoing, you agree not to extract, export, scrape, or cache MSAT content for use outside of MSAT. For example, you will not (i) pre-fetch, index, store, reshare, or rehost MSAT; (ii) bulk download MSAT content; or (iii) copy business names, addresses, or any other information or data provided through MSAT for use by a third party, except as otherwise provided herein.

Reliance on Data and Information.

The data and information accessible through MSAT is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of any of its content.

Changes to MSAT.

We may update the data and information available through MSAT from time to time, but its content is not necessarily complete or up-to-date. Any of the data or information available through MSAT may be out of date at any given time, and we are under no obligation to update such material.

Links from Websites.

If derrysoftware.com, any MSAT webpage on derrysoftware.com, or any website developed by Derry Software for the provision of MSAT links to other sites and/or resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the content of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of third-party websites linked to any Derry Software website or webpage, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Intellectual Property.

All intellectual property rights in MSAT are owned by Derry Software. Nothing in these Terms of Use gives you any rights with respect to any intellectual property owned by us and you acknowledge that you do not acquire any ownership rights by accessing MSAT.

Privacy Statement.

Derry Software respects your privacy and is committed to protecting your personal information through our compliance with this statement. This Privacy Statement governs data collection and usage by Derry Software for data collected in regards to Derry Software’s provision of MSAT. By using MSAT, you consent to the data practices described in this statement.

Collection of Personally Identifiable and Other Information. Derry Software collects personally identifiable information, such as your email address, name, home or work address or telephone number, and employer, as well as anonymous demographic information that is not unique to you, such as your general geographic location (e.g., by country or state). Derry Software also automatically collects usage statistics for various functions of MSAT, as well as information about your computer hardware and software, including, but not limited to your IP address, browser type, domain names, access times and durations, and referring website addresses. Derry Software uses this information for the operation of MSAT, to maintain the quality of MSAT, and to provide for general statistical analysis regarding use of MSAT.

Security of Data and Personally Identifiable Information. Derry Software has implemented measures to secure data that you submit to us, including your personally identifiable information, from unauthorized access, use, or disclosure. However, you acknowledge that internet transmissions are never completely private or secure and it is possible that any message or information you transmit to Derry Software may be read or intercepted by others.

Use of your Personally Identifiable Information. Derry Software collects and uses your personally identifiable information in connection with your registration and to provide you with MSAT access. Derry Software may also use your personally identifiable information, from time to time, to inform you of other products or services available from or through Derry Software. Derry Software may also contact you via surveys to conduct research about MSAT or potential services that Derry Software may begin to offer.  In the event that you are contacted for any of the forgoing reasons, you will be offered the opportunity to opt out of future contacts of the same nature.

Derry Software does not sell, rent, or lease its customer lists, including personally identifiable information, to third parties. Derry Software will disclose your personal information, without notice, to lawfully authorized recipients, only if required to do so by law or in the good faith belief that such action is necessary to (a) comply with legal process served on Derry Software, (b) protect and defend the rights or property of Derry Software, or (c) act under exigent circumstances to protect users of MSAT or of the public.

Derry Software may share data with trusted partners to help us perform statistical analysis, send you communications about our services, provide customer support, bill for MSAT, or perform other services as Derry Software may notify you of from time to time. All such third parties are prohibited from using your personally identifiable information except to provide these services to Derry Software, and they are required to maintain the confidentiality of your information.

Use of Cookies. MSAT may use “cookies” to help you personalize your experience. A cookie is a small file placed on the hard drive of your computer by a web server. You may refuse to accept cookies by activating the appropriate setting on your internet browser. However, if you select this setting, certain features of MSAT and/or the website may be limited.

Suspension and Termination.

For Repair and Maintenance. We may, from time to time, with or without prior notice, temporarily suspend the operation of MSAT (in whole or in part) for repair or maintenance work or in order to update or upgrade any content, features or functionality.

For Security or Legal Reasons. We reserve the right to suspend or terminate MSAT at any time, with or without prior notice, if we need to do so for security, legal, or other reasons.

For Cause. We may, with or without prior notice, suspend or terminate MSAT and/or your MSAT license in the event that you: (a) breach any of these Terms of Use; (b) fail to pay any billed charges when due; or (c) become insolvent, file for bankruptcy, or have a bankruptcy petition filed against you.

Effect of Termination. Upon termination, (a) all rights granted to you under these Terms of Use will immediately cease; (b) you must immediately discontinue all further use of MSAT; and (c) you must promptly pay all outstanding amounts that you owe Derry Software.

Superseding Provisions.

Part or all of these Terms of Use may be superseded or augmented by one or more additional, legally binding contracts or provisions (collectively, “Provisions”) between you and Derry Software.  It is your responsibility to be aware of any such Provisions and of the terms and limitations specified by such Provisions. Any and all additional Provisions are subject to these Terms of Use unless otherwise explicitly specified in the Provisions and, except as otherwise expressly provided in the Provisions, in the event of any conflict between these Terms of Use and the terms of any Provisions, these Terms of Use shall control.

Limited Warranty.

YOUR USE OF MSAT AND ITS CONTENT IS AT YOUR OWN RISK. MSAT AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER DERRY SOFTWARE NOR ANY PERSON ASSOCIATED WITH DERRY SOFTWARE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF MSAT OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER DERRY SOFTWARE NOR ANYONE ASSOCIATED WITH DERRY SOFTWARE REPRESENTS OR WARRANTS THAT MSAT OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT MSAT OR ITS CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, DERRY SOFTWARE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitations of Remedies and Liability.

IN NO EVENT WILL DERRY SOFTWARE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, EVEN IF DERRY SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR FOR ANY CLAIM BY ANY OTHER PARTY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification.

By using MSAT, you agree to hold harmless and indemnify Derry Software against any and all claims and actions arising out of or resulting from your use of MSAT, including, without limitation, expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising or resulting from your use of MSAT.

Mediation.

Any issue, claim or dispute that may arise out of or in connection with these Terms of Use that you and Derry Software are not able to resolve by negotiation shall be in the first instance submitted to mediation in a manner agreed to by you and Derry Software. You agree to use mediation to attempt to resolve such issue, claim or dispute prior to filing any legal proceedings in court. You and Derry Software will select an independent mediator agreeable to both parties. The mediator will communicate with the parties to arrange and convene the mediation process that will be most efficient, convenient and effective for both parties. The costs of the mediation and fees of the mediator will be borne equally by you and Derry Software. The parties will cooperate with the mediator in coming to a reasonable agreement on the mediation arrangements which will include the time and place for conducting the mediation, who will attend or participate in the mediation and what information and written material will be exchanged before the mediation. The mediation will be conducted at a place agreeable to both you and Derry Software.

Geographic Restrictions.

MSAT is intended for use by law enforcement officials in the United States only.  We make no claims that MSAT or any of its content is accessible or appropriate outside of the United States. Access to MSAT may not be legal by certain persons or in certain countries. If you access MSAT from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Governing Law.

All matters relating to MSAT and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, MSAT or these Terms of Use shall be instituted exclusively in the state or federal court, in each case located in Hamilton County, Tennessee, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country or state of residence or any other relevant country or state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability.

No waiver by Derry Software of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Derry Software to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

General.

These Terms of Use creates no third party beneficiary rights. You may not assign any of your rights under these Terms of Use and any such attempt to do so is void, but Derry Software may assign its rights under these Terms of Use to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with Derry Software.

Updates to these Terms of Use.

Derry Software will occasionally update these Terms of Use and reserves the right to make such updates at any time, in whole or in part, without prior notice to users of MSAT.  Derry Software encourages you to periodically review these Terms of Use to be informed of updates.  By continuing to access or use MSAT after these Terms of Use have been updated, you agree to be bound by the updated Terms of Use. If you do not agree to the updated Terms of Use, you may no longer use MSAT.

Your Comments and Concerns.

MSAT is owned and operated by Derry Software, LLC, 35 Davis Rd. Chickamauga, GA 30707.

All notices, feedback, comments, requests for technical support, and other communications relating to MSAT should be directed to: info@derrysoftware.com.