dashboardWISE Terms of Service

1.1 "Subscriber" means the legal entity (company/firm/organization) that registers for or purchases the Service, including its affiliates if specified in an Order Form.

1.2 "Authorized User" means an individual authorized by Subscriber to access and use the Service under Subscriber's account (including employees, contractors, and agents).

1.3 "Account" means Subscriber's account for the Service, including its Authorized Users and settings.

1.4 "Order Form" means any ordering document, online checkout, subscription page, or other ordering process that references these Terms and specifies pricing, plan, subscription term, usage limits, and other commercial details.

1.5 "Documentation" means user guides, technical documentation, and policy documents we make available for the Service.

1.6 "Customer Content" means all data, files, records, text, materials, and other content submitted to, ingested by, stored in, processed by, or generated through the Service by or on behalf of Subscriber or its Authorized Users, including data imported from third-party systems connected by Subscriber.

1.7 "Usage Limits" means any limits or quotas (for example, seats, usage volumes, API requests, data retention tiers, integrations, exports) associated with the plan or Order Form.

1.8 "AUP" means the dashboardWISE Acceptable Use Policy, incorporated by reference, located at: https://dashboardwise.com/acceptable-use/

1.9 "Fees" means the subscription, usage-based, and other fees specified in an Order Form.

1.10 "Confidential Information" has the meaning set out in Section 10.

1.11 "Data Protection Addendum" or "DPA" means a separate data processing addendum, if executed, governing the processing of personal data within Customer Content.

2.1 This Agreement includes these Terms, any Order Forms, the AUP, and any additional policies referenced herein (collectively, the "Agreement").

2.2 If there is a conflict, the following order controls: Order Form (for commercial terms) -> DPA (for data processing terms, if executed) -> these Terms -> AUP -> other referenced policies, unless expressly stated otherwise.

3.1 Account creation. Subscriber must provide accurate, current information and keep it updated.

3.2 Authority. The person accepting this Agreement represents they have authority to bind Subscriber.

3.3 Admin controls. Subscriber is responsible for (a) assigning administrator roles, (b) configuring permissions, and (c) maintaining appropriate access controls for Authorized Users.

3.4 Credential security. Subscriber and Authorized Users must safeguard credentials, enable reasonable security measures (including MFA where available), and promptly notify dashboardWISE of suspected unauthorized access or security incidents affecting the Account.

3.5 Responsibility for Authorized Users. Subscriber is responsible for all activity under the Account and for Authorized Users' compliance with this Agreement. Actions taken by Authorized Users are deemed actions of Subscriber.

4.1 Subscription license. Subject to this Agreement and payment of applicable Fees, dashboardWISE grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation solely for Subscriber's internal business purposes and only by Authorized Users.

4.2 No implied rights. Except as expressly granted, dashboardWISE retains all rights and no other rights are granted by implication, estoppel, or otherwise.

Subscriber will not, and will not permit any third party (including Authorized Users) to:

5.1 Reverse engineer the Service, decompile, disassemble, translate, or otherwise attempt to derive source code or underlying components (except to the extent such restriction is prohibited by applicable law).

5.2 Circumvent controls or bypass access restrictions, security features, Usage Limits, or account limitations; or access the Service in a manner intended to avoid fees.

5.3 Interfere with or disrupt the integrity, performance, or availability of the Service or any systems or networks connected to it.

5.4 Introduce malicious code (malware, ransomware, worms, trojans) or perform vulnerability scans, penetration testing, or security assessments without prior written authorization from dashboardWISE.

5.5 Use the Service to build a competing product or to replicate or copy features, functionality, interface, or business logic.

5.6 Scrape or harvest data from the Service except as expressly permitted through documented export tools or APIs within Usage Limits.

5.7 Use the Service unlawfully or in violation of the AUP or applicable laws (including export control/sanctions laws).

5.8 Share access by reselling, leasing, timesharing, service-bureau use, or otherwise making the Service available to any third party not authorized under the Account (unless expressly allowed in an Order Form).

Any violation of this Section 5 is a material breach.

6.1 The AUP is incorporated into this Agreement by reference. Subscriber must ensure all Authorized Users comply with the AUP.

6.2 dashboardWISE may enforce the AUP through technical measures, rate limiting, suspensions, or termination as set forth in this Agreement.

7.1 APIs. If dashboardWISE provides APIs, Subscriber may use them only in accordance with the Documentation and this Agreement.

7.2 Rate limits. dashboardWISE may impose and enforce rate limits, throttling, quotas, and other restrictions to protect the Service. Subscriber may not attempt to bypass rate limits.

7.3 API keys. Subscriber is responsible for safeguarding API keys and tokens and must rotate and revoke them promptly if compromised.

7.4 Integrations. The Service may interoperate with third-party services (each a "Third-Party Service") at Subscriber's direction. Third-Party Services are not controlled by dashboardWISE. Subscriber is solely responsible for (a) enabling/configuring connections, (b) complying with third-party terms, and (c) the security and legality of data transmitted to/from Third-Party Services.

7.5 No liability for Third-Party Services. dashboardWISE is not responsible for Third-Party Services, their availability, their security, or their handling of data.

8.1 Subscriber ownership. As between the parties, Subscriber retains all right, title, and interest in and to Customer Content.

8.2 License to process (strictly limited). Subscriber grants dashboardWISE a limited, non-exclusive license to host, copy, transmit, process, display, and use Customer Content only as necessary to:

• provide, operate, maintain, and support the Service and requested features;
• implement Subscriber configurations and instructions;
• secure the Service, prevent fraud/abuse, and troubleshoot issues;
• comply with applicable law;
• improve the Service using aggregated and/or de-identified information where feasible.

8.3 No marketing/advertising use of Customer Content. dashboardWISE will not use Customer Content for marketing or advertising, and will not disclose Customer Content to any third party for their marketing or advertising, unless Subscriber separately and explicitly agrees in writing.

8.4 Subscriber responsibilities for Customer Content. Subscriber represents and warrants that it has obtained all rights, permissions, and lawful bases required to provide Customer Content to dashboardWISE and to instruct dashboardWISE to process it, including providing any required notices and obtaining any required consents.

9.1 Privacy Policy. Our Privacy Policy describes how we handle personal data in the context of operating the Websites and administering Accounts: https://dashboardwise.com/privacy-policy/

9.2 Processing roles. For personal data in Customer Content, Subscriber is typically the controller (or "business" under CCPA/CPRA) and dashboardWISE is a processor/service provider, processing only on Subscriber's instructions and as described in this Agreement and any DPA.

9.3 DPA. If required by applicable law or Subscriber's compliance program, the parties may execute a DPA. If a DPA is executed, it governs where applicable.

9.4 Security measures. dashboardWISE maintains reasonable administrative, technical, and organizational safeguards designed to protect the Service and Customer Content. Subscriber remains responsible for its own internal security, device security, credential hygiene, and access governance.

10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. Confidential Information includes: (a) Customer Content; (b) non-public aspects of the Service, Documentation, security measures, pricing, product plans; and (c) business, technical, and financial information.

10.2 Protection. The receiving party will (a) use Confidential Information only to perform under this Agreement, (b) not disclose it except to personnel/contractors with a need to know and bound by confidentiality obligations at least as protective, and (c) protect it using reasonable care.

10.3 Exclusions. Confidential Information excludes information that is publicly available through no breach, independently developed without use, or rightfully received without restriction.

10.4 Compelled disclosure. If legally required, the receiving party may disclose Confidential Information after providing notice (where legally permitted) and cooperating on protective measures.

10.5 Duration. Confidentiality obligations survive for 5 years after termination; trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

11.1 dashboardWISE IP. dashboardWISE retains all rights, title, and interest in and to the Service, Documentation, software, APIs, interfaces, designs, trademarks, and all related intellectual property.

11.2 Feedback license. If Subscriber provides suggestions or feedback, Subscriber grants dashboardWISE a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate feedback without restriction and without obligation, provided dashboardWISE does not publicly attribute feedback to Subscriber without consent.

12.1 Support. Support is provided as described in the Documentation or Order Form.

12.2 Updates. dashboardWISE may deploy updates, bug fixes, patches, and new releases.

12.3 Changes. dashboardWISE may modify or discontinue features. For paid subscriptions, dashboardWISE will not materially reduce core functionality during the Subscription Term without reasonable notice and, where appropriate, a commercially reasonable alternative or remedy.

13.1 Fees. Subscriber will pay all Fees described in the Order Form. Unless expressly stated, Fees are non-refundable and non-cancellable.

13.2 Billing cycle; auto-renewal. Subscriptions may renew automatically as specified in the Order Form unless Subscriber cancels in accordance with the stated notice requirements.

13.3 Payment processors. Payments may be processed by a third-party processor. Subscriber authorizes dashboardWISE and its payment processor to charge Fees and applicable taxes using Subscriber's designated payment method.

13.4 Taxes. Fees exclude taxes. Subscriber is responsible for all applicable taxes, duties, and government charges, except taxes based on dashboardWISE's net income.

13.5 Late payments; suspension. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. dashboardWISE may suspend the Service for non-payment after providing notice and a reasonable opportunity to cure.

14.1 Trials. If a trial is offered, it is provided for evaluation purposes only. dashboardWISE may modify or terminate a trial at any time.

14.2 Beta. Beta/preview features may be provided "as is," may be discontinued at any time, and may have reduced security or reliability. Use is at Subscriber's discretion.

15.1 dashboardWISE may suspend access immediately (with or without notice) if it reasonably determines that:

• Subscriber or an Authorized User has violated the AUP or Section 5 (Restrictions);
• use poses a security risk to the Service, Subscriber, other customers, or third parties;
• required by law or governmental request;
• Subscriber is delinquent on payment beyond applicable cure periods.

15.2 dashboardWISE will use commercially reasonable efforts to limit suspension to the minimum necessary and restore access promptly once the issue is resolved.

16.1 Term. This Agreement begins on the Effective Date and continues for the Subscription Term specified in the Order Form.

16.2 Termination for cause. Either party may terminate for material breach if the breach is not cured within 30 days after written notice (or 10 days for non-payment).

16.3 Termination for AUP/security. dashboardWISE may terminate immediately for severe or repeated violations of the AUP or Section 5, or where required to protect the Service, other customers, or legal compliance.

16.4 Effect of termination. Upon termination:

• Subscriber's and Authorized Users' rights to access the Service end immediately;
• Subscriber remains responsible for all Fees due through the end of the then-current billing period and any unpaid amounts;
• dashboardWISE will make Customer Content available for export for up to 30 days following termination where technically feasible, after which dashboardWISE may delete or de-identify Customer Content consistent with retention and backup practices, subject to legal obligations.

16.5 Survival. Sections intended to survive termination do survive, including Sections 5, 8, 10, 11, 17, 18, 19, 20, and 22.

17.1 As-is. THE SERVICE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE."

17.2 No warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DASHBOARDWISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

17.3 No guarantee of outcomes. dashboardWISE does not warrant that the Service will be uninterrupted, error-free, or that outputs, analytics, dashboards, reports, or recommendations are complete, accurate, or suitable for legal, financial, accounting, regulatory, or compliance decisions. Subscriber is solely responsible for verifying outputs and using professional judgment.

17.4 No professional advice. The Service does not provide legal advice, accounting advice, tax advice, or other regulated professional services.

18.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DASHBOARDWISE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

18.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DASHBOARDWISE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER TO DASHBOARDWISE FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Essential basis. Subscriber acknowledges these limitations reflect an allocation of risk and form an essential basis of the bargain.

18.4 Jurisdictional limits. Some jurisdictions do not allow certain limitations. In that case, liability is limited to the fullest extent permitted by law.

19.1 Subscriber indemnity. Subscriber will defend, indemnify, and hold harmless dashboardWISE and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer Content (including allegations that Customer Content or Subscriber's processing instructions violate law or third-party rights);
• Subscriber's or Authorized Users' violation of the AUP, Section 5, or applicable law;
• misuse of the Service or security failures within Subscriber's control (for example, credential sharing, negligent access governance);
• Subscriber's breach of representations or obligations under this Agreement.

19.2 dashboardWISE IP indemnity (limited). dashboardWISE will defend Subscriber against third-party claims that the Service (excluding Customer Content and Third-Party Services) infringes a U.S. patent, copyright, or trademark, and pay damages finally awarded or agreed in settlement, provided Subscriber (a) promptly notifies dashboardWISE, (b) gives dashboardWISE sole control of the defense and settlement, and (c) provides reasonable cooperation.

19.3 Remedies for infringement. If infringement is found or likely, dashboardWISE may, at its option: (a) modify the Service; (b) procure continued use; or (c) terminate the affected portion and refund prepaid unused Fees for that portion.

19.4 Exclusions. dashboardWISE has no obligation to the extent a claim arises from Customer Content, Third-Party Services, Subscriber's modifications, combination with non-dashboardWISE systems, or use not in accordance with this Agreement or Documentation.

19.5 Indemnification procedure. The indemnified party must provide prompt notice and reasonable cooperation. The indemnifying party controls defense and settlement, except it may not settle in a manner that admits fault or imposes obligations on the indemnified party without prior written consent (not unreasonably withheld).

Subscriber represents it is not located in, under the control of, or a national/resident of any country subject to comprehensive sanctions, and is not on any denied or restricted party list. Subscriber will comply with all applicable export control and sanctions laws and will not permit access to the Service where prohibited.

dashboardWISE may identify Subscriber as a customer (name and logo) only with Subscriber's prior written consent or as specified in an Order Form.

22.1 Governing law. This Agreement is governed by the laws of State of Delaware, United States, excluding conflict-of-law rules.

22.2 Venue. Exclusive venue and jurisdiction will be in the state and federal courts located in Delaware, United States, and the parties consent to personal jurisdiction there.

22.3 Injunctive relief. Subscriber acknowledges a breach of Sections 5 (Restrictions) or 10 (Confidentiality) may cause irreparable harm; dashboardWISE may seek injunctive or equitable relief in addition to other remedies.

dashboardWISE may update these Terms from time to time. If changes are material, dashboardWISE will provide reasonable notice (for example, via the Service or email). Continued use after the effective date of the updated Terms constitutes acceptance. If Subscriber does not agree, Subscriber must stop using the Service and may terminate at the end of its then-current term (or earlier if an Order Form provides such right).

24.1 To dashboardWISE. Legal notices must be sent to admin@dashboardwise.com and 8 The Green STE A, Dover, Kent County, DE 19901, United States.

24.2 To Subscriber. Notices to Subscriber will be sent to the billing/admin email on file in the Account and will be deemed received when sent.

25.1 Assignment. Subscriber may not assign or transfer this Agreement without dashboardWISE's prior written consent. dashboardWISE may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

25.2 Force majeure. Neither party is liable for delays or failures due to events beyond reasonable control (for example, outages, acts of God, war, labor disputes, internet failures).

25.3 Severability. If any provision is held unenforceable, the remainder remains in effect and the provision will be enforced to the maximum extent permitted.

25.4 Waiver. Failure to enforce a provision is not a waiver.

25.5 Entire agreement. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings on the subject.

25.6 Interpretation. Headings are for convenience only and do not affect interpretation.

25.7 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.