Agreement Overview

1. DreamStart Labs is giving you a license to register an account on the DreamSave Insights data analytics web portal. This license is for the use of your organization, and the use of both internal and external users that you may invite to access the account. 
   
2. The license is for the professional use of your organization to utilize Insights to track, monitor, and evaluate the progress of partner savings groups using the DreamSave app. You cannot change the fundamental functionality of DreamSave Insights beyond its customizable features or sell it to other organizations.
   
3. You can access and download underlying datasets from Insights for free, either directly into Microsoft Excel, but the sharing of such data with other external and unlicensed organizations is done at your own risk. You are not permitted to copy. reverse engineer the proprietary design of DreamSave Insight, or share this license for use by other organizations that do not have a signed agreement with DreamStart Labs. This includes sharing initial account verification links with external parties who do not have an agreement with DreamStart Labs.
   
4. The security of saving group personal and financial data is very important to us. DreamStart Labs uses strong security technology to protect your data at all times. The privacy of savings groups is also very important. DreamStart Labs will never share the personal information of saving groups or individual saving group members without their explicit permission. To read our full data privacy policy, please click here. 
   
5. You are also responsible for ensuring the security and privacy of saving group personal and financial data. You accept any risk associated with unauthorized access to the data.
   
6. The Licensee is responsible for ensuring user account profiles are accurate and regularly updated.
   
7. DreamStart Labs may update the terms of the DreamSave Insights User License Agreement in the future. If so, you will have a chance to review any changes.
   
8. This agreement is governed by the laws of California and any disputes you may have against us must be resolved in California.
   

1. LIMITATIONS OF LIABILITY. IN NO EVENT WILL DSL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY PRODUCT OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DSL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DSL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO DSL UNDER THIS AGREEMENT IN THE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   
2. Partner Organization Responsibilities. Notwithstanding any provision of this Agreement, the Partner Organization specifically agrees that it shall be responsible and liable for any costs or expenses arising from or related to, any misuse of Passwords,  Insights, or Insights Data, or other breach of the restrictions or conditions contained in this Agreement, by you, any third-party service provider or other personnel. The Security Requirement set forth in Exhibit A details how App User data is kept safe during transit, while stored in our databases and visualized on Insights. The Partner Organization is also obliged to ensure the security and confidentiality of data viewed, transferred and/or downloaded by each individual user, or any third-party, of Insights and Insights Data.

1. Term. This Agreement begins on the Effective Date and remains in effect until terminated.      
   

2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

1. We may terminate this Agreement, effective immediately at any time, with or without cause on written notice to you;

2. You may terminate this Agreement by deactivating your account and deleting all copies of Insights in your possession or control; or
   

3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by each Party from time to time in accordance with this Section). The Parties shall deliver Notices by email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
   

3. Force Majeure. In no event shall DSL be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond our  control, including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, tornado, hurricane, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency; and(vii) other similar events beyond our control.
   

4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   

5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   

6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California, including the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980). Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the city and county of San Diego and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
   

7. Assignment. You may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of DSL. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   

8. Export Regulation. Insights may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release Insights to, or make Insights accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. 
   

9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 3 or, in the case of you, Section 1(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
   

10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 

Exhibit A Security Requirements

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. 

Account Users and Owners: DSL will provide a verification link and partner code to register an Insights account to each person designated by a Partner Organization to act as the administrator for the Insights account (each, an “Account Owner”). At the initial login, each Account Owner and each authorized person who manages or has been invited to access Insights at any permission level, including you (each, an “Account User”) will be given the option to create a personalized password that will enable such Account Owner or Account User to access Insights in accordance with this Agreement. 

Account Owners: The Partner Organization will designate one Account User to act as Account Owner for the license. The Account Owner will be granted administrator privileges for the account, enabling the Account Owner to invite, assign permission, disable and otherwise administer all other Account User access. Partner Organizations represent, warrant and agree that each Account Owner shall have authority, on behalf of Partner Organization, to perform his or her duties, and serve as primary point of contact to and direct DSL with respect to Insights and service operations to Partner Organizations and its Account Users. If, during the term of the Agreement, a then-current Account Owner ceases to be an active employee of Partner Organization or ceases to serve as an Account Owner the Partner Organization shall promptly appoint another Account User as an Account Owner. The Partner Organization agrees that the Account Owner shall promptly remove access of any Account User who (i) ceases to be employed by Partner Organization, (ii) no longer wishes to have access to Insights, or (iii) knows or reasonably believes is causing or may cause Partner Organization to breach any provision of this Agreement or is in any way mishandling passwords or access. 

Passwords: We shall have the right to replace Passwords with new Passwords during the term of this Agreement. Further, if we reasonably believe that an Account User is causing a Partner Organization to breach this Agreement or is in any way mishandling a Password, then we may, at our sole discretion, suspend the use of such Account User’s Password indefinitely without providing a replacement for such Account User, in addition to any other rights or remedies provided under this Agreement or under law. All use of Passwords created by an Account Owner and its Account Users shall be at the Partner Organization’s sole responsibility and risk. Partner Organizations shall not disclose, transfer or disseminate, and shall cause its Account Users not to disclose, transfer, or disseminate any Password to any third party. Partner Organizations shall take such actions as may be necessary to maintain the confidentiality of and to prevent the unauthorized use of each Password and shall immediately notify DSL in the event of a breach of security.