DUET TERMS OF USE

Overview

This Duet Terms of Use is a legally binding agreement between the person or entity (“you” or “your”) accessing, downloading or using the website at “duet.com” (the “Website”) or the Software (as defined below) and Duet Inc. (“Duet,” “we”, “us”, and “our”). If you as an individual access, download or use the Website or the Software, you agree that you are bound by the terms and conditions of this Terms of Use (the “Agreement”) and that you will comply with this Agreement. If you are accessing, downloading, or using the Website or Software on behalf of your employer or as an agent or representative of any entity or person, you represent that (a) you are authorized to represent and legally bind to this Agreement such employer, entity or person, (b) you accept this Agreement on such employer’s, entity’s or person’s behalf, and (c) such employer, entity or person is bound by the terms and conditions of this Agreement and will comply with this Agreement. The terms “you” and “your” refer to both you as an individual and any entity or person bound by this Agreement.

The term “Software” means all software and services offered by us. “Software” includes Duet Display, Duet Display for iOS, Duet Display for Mac, Duet Display for Windows, Duet Display for Android, all successors to those applications, and all revisions and updates to those applications and their successors. “Software” also includes all services related to those applications and their successors and any accompanying electronic or printed materials that provide instructions for installation, operation and use.

Please read this document carefully. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PROMPTLY CEASE ACCESSING AND USING THE WEBSITE AND SOFTWARE AND DELETE ALL COPIES OF THE SOFTWARE.

Please contact us at legal@duetdisplay.com if you have suggestions or questions about this Agreement.

Representations Made by You

You represent and warrant to Duet that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) all information that you provide to Duet is truthful, accurate and complete, including any registration information (without limitation, your legal name, address, email address, and telephone number); and (c) you shall comply with this Agreement.

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Grant of License

You are granted a non-transferrable, non-exclusive, non-sublicensable, license to download and use the Software subject to your full compliance with the restrictions and other terms in this Agreement.

Restrictions on Copying, Reverse Engineering, and Transferring

You shall not, and you shall not cause or permit any other person to, (a) in whole or in part, copy, reproduce, transfer, alter, or modify, or create derivative works from, the Software, (b) translate, reverse engineer, disassemble, or decompile, or otherwise attempt to derive the source code of, the Software, or remove any portion of the Software, (c) sell, resell for a profit, rent, lease, or lend the Software, as a part of or as the whole of, any commercial service, nor (d) use the Software for any illegal activities or purposes.

Intellectual Property Protection and Restrictions

The Website and the Software is copyright © Duet Inc., All Rights Reserved.

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We and our licensors retain ownership of all proprietary rights in or associated with the Software and its successors, revisions and updates, including all trademarks, copyrights, trade secrets, patents and other intellectual property rights, under United States, foreign and international copyright and other intellectual property laws, conventions, and treaties. No title or ownership of the Website or the Software is transferred under this Agreement. You acknowledge that the Software may contain unpublished information and embody valuable trade secrets proprietary to us and/or our licensors.

You acknowledge and agree that DUET, DUET DISPLAY and other marks, logos and designs used by us are the exclusive trademarks and service marks of Duet, Inc. and that you shall not use or reproduce such marks without first obtaining written consent and a trademark license from us. All other trademarks, service marks, brand names, and trade names referenced on the Website or in the Software are the exclusive property of their respective owners.

You shall not, and you shall not cause or permit any other person to, (a) alter, cover, or obfuscate any copyright notices or other proprietary rights notices placed or embedded in the Software, (b)  use the Software or any component thereof to enable copyright protection circumvention or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies.

Restrictions on Use

You agree not to use the Website or the Software to (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts accessing or using the Website or the Software or any computer network operated by Duet; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by Duet to be in conflict with the intent or spirit of this Agreement.

Payments

Duet has the right to store certain information about your payment methods. You must promptly update your payment method and related information (for example, a change in your billing address or credit card expiration date) to maintain its accuracy and completeness. We may update the information and continue billing your payment method (e.g., credit card) even after it has expired or been updated, to fulfill transactions you authorize. You agree that we may collect amounts owed using any legal manner without prejudice to any other right or remedy we may be entitled to under this Agreement or by law. In the event that Duet brings any action to collect any amounts owed, Duet will be entitled to recover our costs, including reasonable attorneys' fees incurred in such collection. Any amounts past due will be subject to a late fee of the lesser of 1.5% per month or the maximum amount permitted by law. For any amounts owed to Duet by you, including for any chargebacks, refunds, return allowances, or non-compliance fees, Duet may charge such amount on any credit card we have on file for you. If you are involved in a credit card dispute involving a payment made through or in connection with Duet, you agree to provide us and our third-party payment processor with all information relevant to the dispute.

Accounts, Passwords and Security

If the Website or Software requires you to open an account or otherwise register, you must complete the process by providing and maintaining current, accurate and complete information as requested on the applicable form, and maintaining the strict confidentiality of your password. If Duet has provided you with login information to enable you to access restricted URLs on the Website, be advised that such login information, as well as any content located at or linked from that URL, is confidential and proprietary to Duet, and you are not authorized to share any information you access, download or use at that URL. You are the only person authorized to use your login information, and you are solely responsible for maintaining the confidentiality of your password(s). You are fully responsible for all activities that occur through the use of your account and password. You agree to notify Duet immediately of any unauthorized use of your account or password or any other breach of security and ensure that you exit from your account at the end of each session. Duet is not responsible or liable for any loss or damage that may occur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Duet or any other party due to someone else using your account or password. You may not use anyone else's account at any time. Duet reserves the right to terminate your access to the Website and Software should Duet in its sole discretion consider your use of the Website or  Software to be inappropriate in any way. Upon termination of your access to the Website or Software, you agree to delete or otherwise destroy copies of any materials obtained from the Website and the Software.

Links to Third-Party Websites

Any links to third-party websites found within the Website are provided solely as an added convenience to you. Duet has neither reviewed the contents of these third-party websites nor does Duet claim any responsibility for the content or suitability of these third-party websites and Duet makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of pages accessed by such links. The inclusion of links does not imply endorsement of the third-party websites by Duet or any association with their operators.

Third-Party Materials on this Website

The Website and the Software may contain materials from third parties, including software in executable or source code form ("Third-Party Materials"). Access, use, and download of all Third-Party Materials are subject to the warranties, limitations of liability and other terms and conditions set forth in this Agreement. Permission to use any Third-Party Materials beyond the uses allowed by this Agreement must be obtained directly from the respective owners.

Term and Termination

This Agreement and the license granted hereunder shall take effect upon you accessing, downloading or using this Website or the Software and shall continue in full force until terminated. You may terminate this Agreement for any reason upon thirty (30) days prior written notice to Duet. Duet reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Website or the Software; (b) suspend your access to or use of all or any portion of the Website or the Software; and (c) terminate this Agreement. Upon the request of Duet, you agree to delete or otherwise destroy all copies of the Software. Any sections and provisions of this Agreement that are reasonably applicable after termination of this Agreement shall survive such termination, including, without limitation, the sections with the headings Restrictions on Copying, Reverse Engineering, and Transferring and Intellectual Property Protection and Restrictions.

Disclaimer of Warranties

DUET GRANTS NO WARRANTY REGARDING THE WEBSITE OR THE SOFTWARE, WHICH ARE PROVIDED “AS IS.” DUET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, REGRDING THE WEBSITE AND THE SOFTWARE. ACCESS TO, DOWNLOADING OF, AND USE OF THE WEBSITE AND THE SOFTWARE IS AT YOUR SOLE RISK. DUET DOES NOT WARRANT THAT ACCESS TO, DOWNLOADING OF OR USE OF THE WEBSITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR MEET ANY OF YOUR REQUIREMENTS, NOR DOES DUET MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE. YOU UNDERSTAND THAT YOU USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK.

Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL DUET BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE OR THEFT OF DATA, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER OR NOT DUET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY – INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, CONTRACT BREACH, OR STRICT LIABILITY – ARISING OUT OF THIS AGREEMENT OR THE ACCESS TO, DOWNLOADING OF, USE OF, OR INABILITY TO USE THE WEBSITE OR THE SOFTWARE. Notwithstanding and without limiting the foregoing, in any event our total liability to you is limited to USD$100 or, for Software-related claims, the amount you paid us, if any, in the past 12-months for the Software giving rise to the claim. You understand that Duet and its Software has no affiliation with Apple beyond the iOS App Store and its respective policies, and that Apple does not approve of and may in fact disapprove of the Software as a method of using your iPad as an external display with your Mac or PC. We are not liable for any damages to your computer or for any other material loss arising from your accessing, downloading, or using the Website or the Software.

Indemnification‍

You agree to indemnify, defend, and hold harmless Duet, our officers, directors, employees, members, shareholders, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to(a) this Agreement; (b) your access to, downloading of or use of the Website or the Software, including any data or work transmitted or received by you; and (c) any unacceptable use of the Website or the Software, including, without limitation, any statement, data or content made, transmitted or republished by you which is prohibited as unacceptable pursuant to the section with the heading Restrictions on Use. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.

U.S. Government License Rights; Restricted Right

The Software, including accompanying documentation, is commercial computer software developed at private expense and is provided with RESTRICTED RIGHTS to the United States Government. Use, duplication or disclosure of the Software by the United States Government is subject to the license terms of this Agreement pursuant to, as applicable, FAR 12.212, DFAR 227.7202-1(a), DFAR 227.7202-3(a) and DFAR 227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007). If FAR 52.227-19 is applicable, this provision serves as notice under clause (c) thereof and no other notice is required to be affixed to the Software. The United States Government's rights in the Software shall be only those set forth in this Agreement.

Mandatory Informal Dispute Resolution

If you have any claim, controversy or other dispute arising out of or relating to this Agreement, our Privacy Policy, or your use of the Software (a “Dispute”), prior to filing any claim in any forum, you agree to first send a detailed notice ("Notice") to Duet by: (i) email at legal@duet.com and (ii) first class, certified mail addressed to Duet Inc., 1065 SW 8^thSt, #2249 Miami, FL 33130. Your Notice must contain all of the following information: (i) your full name; (ii) your address, telephone number, and email address associated with your Duet account; (iii) information sufficient for Duet to identify any transaction, product, or service at issue; and (iv) a detailed description of your Dispute, the nature and basis of your claim(s), and the nature and basis of the relief you are seeking with a calculation for it, and (v) your personal signature. If Duet has a Dispute with you, Djuet agrees to first send a detailed Notice to your email address listed in your profile or via any other contact information you have made available to us. Duet's Notice will likewise set forth: (i) information sufficient for you to identify any transaction at issue; and (ii) a detailed description of our dispute, the nature, and basis of our claims and any relief we are seeking. Your Notice must be individualized, meaning it can concern only your dispute and no other person's dispute.

You and Duet agree to negotiate in good faith about the Dispute in an effort to swiftly resolve it without the need for a formal proceeding. If requested by Duet, you and Duet agree to personally meet and confer, via videoconference, in a good-faith effort to resolve any claim covered by this Agreement. For sake of clarification only, this conference shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution conference, unless mutually agreed by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. If for some reason this process does not resolve the Dispute within sixty (60) days after receipt of a fully completed Notice and the parties have not agreed to extend this time period, you or Duet may initiate an arbitration. You and Duet agree that compliance with and completion of this mandatory informal dispute resolution is a condition precedent to filing any demand for arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal process. Unless prohibited by applicable law, the arbitration administrator shall not move forward with the administration of any demand upon written notice from Duet that the othe party has not complied with the informal process. A court shall have the authority to enjoin the filing or prosecution of arbitrations without the demanding party first providing a fully completed Notice and participating in good faith in this informal dispute resolution process. If Duet and you are not able to resolve the Dispute informally, then the below dispute resolution provisions will govern any Dispute. If you live outside of the United States and do not use the Software as a professional or business, some mandatory provisions of your local consumer protection law, if any exist, may also apply to the Dispute.

Dispute Resolution‍

You or we can bring claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. In the event that a Dispute is nor resolved pursuant to the above mandatory informal dispute resolution process or in small claims court, you and Duet agree that any Dispute will be settled by binding arbitration in accordance with the dispute resolution provisions detailed in this section. You and Duet both agree to waive the right to a trial by jury. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under this Agreement will be only on an individual basis; you agree that class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. In other words, you waive your right to bring a lawsuit against us in court (other than small claims court), and you waive your right to participate in a class action against us. Further, unless you and Duet agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.

Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. If any provision of this agreement to arbitration is unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).

Should the arbitrator determine that your claim is frivolous, we may seek to recover from you any arbitration fees paid by us and our attorney's fees. Similarly, if you prevail on any claim for which you are legally entitled to recover attorney’s fees, you may recover those fees from us.

All disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. The Demand must describe the nature and basis for the claim and include all of the information required in the Notice. Arbitration hearings will take place through videoconferencing by default. If you and Duet agree in writing to an in-person arbitration, the arbitration hearings will occur in Miami, Florida, or another mutually agreeable location. The arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. Any award of damages by an arbitrator must be consistent with the Disclaimer of Warranties and Limitations of Liabilitysections set forth in this Agreement, except as otherwise provided by applicable federal, state, or local law. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to you and us also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Software.

Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Miami-Dade, Florida, or federal court for Southern Florida. You irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court.

Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees are set forth in the JAMS rules. Either party may make a request that the arbitrator award attorneys' fees and costs upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith, or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the JAMS rules.

Export Control

You acknowledge and agree that the Software licensed under this Agreement is subject to the export control laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.). You shall, at your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior U.S. government authorization, export, re-export or transfer any Software or technology subject to this Agreement, either directly or indirectly, (i) into any country subject to a U.S. trade embargo (currently Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria) or to any resident or national of any such county, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. By accessing, downloading and using the Website and the Software, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

High Risk Use‍

You hereby acknowledge that the Software is not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment, or business. Without limiting the foregoing, the Software shall not be used in connection with any life support system. Duet and its licensors hereby expressly disclaim any express or implied warranty of fitness for such purposes. You agree to hold Duet and its officers, directors, employees, affiliates and licensors harmless from any claims or losses resulting from any of the foregoing uses of the Software.

Notice to Florida Users

The Florida Consumer Collection Practices Act (FCCPA) may apply to you. By accessing, downloading, or using the Software, you consent, for purposes of the FCCPA, that Duet can contact you by email, text or other electronic communication at any time of day, including after 9:00 pm or before 8:00 am.

Notice for California Users

California Civil Code Section 1789.3 may apply to California users of the Software and the related services. The Software and related services are provided by Duet Inc., 1065 SW 8^th St, #2249 Miami, FL 33130, USA, telephone number +1 305-204-6952. If you have a question or complaint regarding the Software and related services, please contact Duet at legal@duetdisplay.com. California residents may reach the Consumer Assistance Unit of the Consumer Information Division of the California Department of Consumer Affairs, which may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or hearing-impaired persons may dial 711, 1-800-735-2929 (TTY), or 1-800-735-2922 (Voice) for California Relay Service.

Privacy Policy‍

To learn about our collection and use of your information, read our full privacy policy here.

General‍

These Terms constitute the entire agreement between you and Duet and supersede any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning the subject matter hereof. Duet is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Duet expressly agrees to the provision in a written, executed document. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected. This Agreement is governed by the laws of the State of Florida without reference to conflicts of laws provisions. Duet’s rights granted by this Agreement are cumulative and in addition to any rights it may have at law or equity. The parties agree that the Uniform Computer Information Transactions Act as enacted by Maryland and Virginia shall not apply to nor govern in any way this Agreement and the license hereunder. You and Duet expressly disclaim the applicability of the United Nations Convention on the Sale of Goods. You may not assign or transfer this Agreement or any rights or obligations under this Agreement. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. Duet may assign its rights under this Agreement to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization or sale of all or substantially all of its assets that relate to this Agreement, without action on your part, in which case references to Duet herein shall be deemed to refer to the assignee. You agree not to bring or participate in any class action lawsuits against Duet or any of its employees or affiliates. You agree that you will not bring a claim under this Agreement more than two (2) years after expiration or termination of this Agreement. No waiver of any provision or consent to any action by Duet shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by Duet shall constitute a continuing waiver or consent except to the extent specifically set forth by Duet in writing. You acknowledge that Duet may provide software, solutions and services to third parties, including competitors of you, which are the same or similar to the software, solutions and services provided to you hereunder. Duet will not be responsible for any delay, interruption or other failure to perform under these Terms due to acts beyond Duet’s reasonable control.

Changes to this Agreement

Duet may amend this Agreement at any time by revising the contents of this web page. If you continue to access, download or use the Website or the Software, please periodically review this Agreement. BY ACCESSING, DOWNLOADING OR USING THE WEBSITE OR THE SOFTWARE YOU ARE DEEMED TO HAVE AGREED TO ALL OF THE TERMS AND CONDITIONS OF THE MOST RECENT VERSION OF THIS AGREEMENT. Any waiver of this Agreement must be made in writing and signed by an authorized representative of both parties.

Questions

If you have any questions concerning the Website, the licensing of the Software, copyrighted materials, or trademarks, or any other questions regarding the Agreement, contact Duet at legal@duetdisplay.com.

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