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Terms of Service

Effective Date: November 1, 2026

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Thank you for choosing DSQ's suite of products and services! At DSQ, we develop software, hardware and services that enable realtime decisions around waste and recycling. We recognize the critical importance of the security and privacy of the information and data entrusted to us.

These Master Subscription Agreement Terms of Service (“Terms of Service”) are part of the Agreement and govern your use of and access to our Services. They form a legal agreement between Hauler Software OPCO, LLC, or the DSQ affiliate named on the Order Form (“DSQ”, “we”, “us”, or “our”) and the Customer (“you”, “your”, “You”, “Your”).  Capitalized words in these Terms of Service have the meanings shown in the Definitions or elsewhere in the Agreement.  Our Privacy Policy explains how we collect and use Your Data when using the Services. Our End User License Agreement explains the obligations of End Users when using our Services. You agree to be bound by these Terms of Service, our Privacy Policy, and our End User License Agreement, which are incorporated into this document by reference, when you take any of these actions: (a) check the “I agree” box on an online Order Form, (b) sign an Order Form, or (c) use the Services. If you do not agree to these Terms of Service, you must not use or access the Services. If you accept on behalf of a company or other entity, you confirm that you have authority to bind that company or entity, and “Customer” means that company or entity. These Terms of Service apply to Order Forms placed on or after the Effective Date. An Order Form placed before the Effective Date remains governed by the terms of service that applied to it when it was placed, until DSQ notifies Customer that these Terms of Service apply to it as those prior terms permit.

1. Definitions

‍Administrative User – your authorized representative designated to act as technical administrator for the Services.
‍Agreement – the agreement between DSQ and Customer for the Services, made up of these Terms of Service, each Order Form, and any exhibit or addendum.
‍Ancillary Equipment - any customer owned or controlled equipment, including but not limited to any network-capable device to interface with the Services, such as a smartphone, computer, or other appropriate communications hardware, and/or sensors deployed upon equipment.
‍Authorized Users – End Users who are authorized by the Administrative User or a Customer to access and use the Services on Customer’s behalf. For example only, these may be employees of the Customer, independent contractors, and/or clients of the Customer.
‍Customer – an individual or legal entity entering into an agreement with DSQ in exchange for DSQ providing its Services and identified in the Agreement.
‍DSQ Data – all aggregated, non-identifiable information DSQ generates from your use of our Services. DSQ Data is owned by DSQ and is separate and distinct from Your Data. Your Data and DSQ Data are mutually exclusive from one another. See more in the section titled “DSQ Data”.individuals who interact with the Services and are subject to our End User License Agreement. Authorized Users and Administrative Users are End Users.
‍End User(s) – individuals who interact with the Services and are subject to our End User License Agreement. Authorized Users and Administrative Users are End Users.
‍End User License Agreement (“EULA”) – https://www.dsqtechnology.com/discovery/end-user-license-agreement the agreement that states the permitted uses and restrictions for End Users of the Services. DSQ makes it available through its website or within the Services.
‍Fees – consideration defined in the Agreement and owed from Customer to DSQ in exchange for the Services. See more in the section titled “Payment of Fees”.‍
Hardware – means any DSQ-provided physical equipment, device, sensor, monitor, replacement unit, or other tangible item provided, shipped, installed, loaned, rented, leased, or otherwise made available by DSQ or its designee in connection with the Services, including any Pioneer compactor monitor, Tilt monitor and related components. Hardware does not include Customer equipment, Customer systems, compactors, containers, vehicles, mobile devices, networks, third-party equipment, or other property not provided by DSQ.‍
Hauler Services – means DSQ’s roll-off operator dispatch software, including any related mobile application, as identified on the Order Form.
Order Form – the document, including an online purchase, that identifies the Services a Customer orders from DSQ and the Fees, Term, and other commercial terms.
Other Policies and Agreements – The Privacy Policy, EULA, and any other terms, policies, or agreements applicable to the Services or referenced in the Order Form are made available by DSQ through its website or such other online location as DSQ may designate from time to time, and are hereby incorporated into these Terms of Service by reference.
Privacy Policy – the Privacy Policy describes DSQ’s practices for collecting, using, protecting, and disclosing information.
Replacement Fee – a fee equal to three times the monthly recurring Fee for the affected Hardware unit, as shown on DSQ’s most recent invoice.
Services – DSQ’s software, software platforms, and related services, including Discovery, Pioneer, Hauler, Tilt, and other products or services we offer, together with any Hardware provided with them.
Service Level Agreement or SLA – the written service levels and remedies for availability or quality of a Service, stated in an Exhibit to these Terms of Service or in the applicable Order Form.
Term – has the meaning in Section 11.1.
Terms of Service – this Master Subscription Agreement Terms of Service.
Your Data – this is data you own but supply to DSQ such that we can perform the Services. Your Data is owned by you. Your Data and DSQ Data are mutually exclusive from one another. See more in the Section 2, titled “Your Data and Our Permissions”.

2. Your Data and Our Permissions

‍You own Your Data. Nothing in these Terms of Service changes the ownership of Your Data. DSQ is granted limited rights expressed in this section which enable DSQ to offer the Services to you.
To provide the Services, we access, store, aggregate, and analyze Your Data.  You give us permission to do those things during the time you are a Customer and as permitted in Section 11, Term and Termination, and this permission extends to our affiliates and trusted third parties that work with us.  You further give us permission to obtain or retrieve Your Data stored with third parties (example: retrieve vendor invoices from vendor portals).  As a result of these permissions, Customer grants to DSQ a limited, non-exclusive and non-transferrable license to copy, store, configure, perform, display, create derivative works, and transmit Your Data solely as necessary in connection with the Services to you.
By using the Services you give us permission to gather and analyze events pertaining to your equipment, including but not limited to front and rear-load containers, compactors, balers, and roll-off containers, and provide you with status updates about their condition and fullness, among other features provided in the Services, if applicable.
For illustrative purposes only, examples of Your Data include but are not limited to: your files, content, messages, contacts, pricing, waste service levels, customer names, and customer locations. Your Data also includes information we obtain or retrieve from your accounts maintained by third parties or information that is transmitted by you or on your behalf from third parties; such information may include account status, waste service level, account balances, and similar information.
Confidentiality. Except as these Terms of Service permit, DSQ will keep Your Data confidential and will not sell Your Data.

3. DSQ Data

We use a variety of sources to continually improve our Services.  These sources include aggregated and anonymized information based in part upon Your Data. To avoid any ambiguity, because this information is aggregated and anonymized, we do not use Your Data in a way that it can be identified by another party. We retain all rights, titles, and interests to DSQ Data, including all intellectual property rights.

4. Services

Subject to the Agreement and these Terms of Service, and during the Term set forth in the Agreement, DSQ hereby grants to Customer a non-exclusive, non-sub-licensable, nontransferable, license to access, use, and otherwise interact via an interface with the Services.
We may, in our sole discretion, make any changes to the Services that we deem necessary or useful to (i) maintain or enhance (a) the quality or delivery of our products or services, (b) the competitive strength of, or market for, our products or services, (c) the Services cost efficiency or performance, or (ii) to comply with applicable law.
You acknowledge that the Services are provided as software-as-a-service and we will not deliver copies of software as part of the Services under any circumstances, that no part of the source code will be made available or sublicensed to you, and that the Services are not able to be self-hosted by you.
DSQ shall provide the Services in the manner described in the Agreement and the Order Form, including plan subscriptions, add-ons, configurations, and user access.

5. Hardware

Ownership and Use of Hardware - All Hardware remains the property of DSQ. You receive only the right to possess and use the Hardware during the applicable Term for the Services. No title or ownership interest in the Hardware transfers to You. You shall not sell, assign, pledge, modify, remove identifying markings from, or otherwise dispose of the Hardware.
Return of Hardware – Within thirty (30) days of the termination or expiration of the applicable Order Form or of the Services that include the Hardware, You must return that Hardware to DSQ. Hardware must be returned in good working condition, ordinary wear and tear excepted. Your failure to return Hardware within such period, or return of Hardware that is damaged, altered, lost, stolen, or not in good working condition, will result in a Replacement Fee for each affected unit.
Defective Hardware. If You believe Hardware is defective, You must ship it to DSQ for inspection at Your cost within thirty (30) days after You request a replacement. When You request a replacement unit, DSQ will ship one at Your cost and bill You a Replacement Fee. If DSQ determines, in its sole discretion, that the failure resulted from a manufacturing or design defect, DSQ will waive or refund the Replacement Fee and reimburse Your reasonable, documented shipping costs. If You do not return the original unit within that period, DSQ will not waive or refund the Replacement Fee and may charge a Replacement Fee for the original unit. DSQ waives or refunds a Replacement Fee only as stated in this Section.
Installation and Risk. Unless otherwise agreed in writing, You are responsible for paying for installation, removal, site access, and any third-party installer costs. You are responsible for ensuring that each installation location is suitable and that all required site approvals and access rights have been obtained. DSQ is not responsible for damage to Your compactors, containers, vehicles, buildings, property, or other equipment, or for injury occurring during installation or removal, except to the extent directly caused by DSQ’s gross negligence or willful misconduct, subject to the limits and exceptions in Section 14.1.
Outputs. You acknowledge that the Services and Hardware may provide estimates, alerts, fill-level information, predictions, or recommendations. Such outputs are provided for operational assistance only and are not guaranteed to be complete, accurate, timely, or uninterrupted. You remain responsible for monitoring Your equipment, sites, hauling schedules, vendors, and operational decisions.
Physical-World Losses. DSQ is not responsible for missed or delayed hauls, overflows, spills, odors, pests, equipment downtime, property damage, business interruption, or other losses arising from Your operations, site conditions, third-party haulers or installers, Your equipment, or Your reliance on outputs, except to the extent directly caused by DSQ’s gross negligence or willful misconduct and subject to the limits and exceptions in Section 14.1.

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6. Access to Services and Authorized Users

During the configuration and set-up process for the Services, the Customer must identify an employee to act as a technical administrator on behalf of the Customer who will serve as the Administrative User.
Subject to the plan and other features selected in the Order Form, you may allow your employees, independent contractors, and/or clients to access and use the Services on your behalf as Authorized Users. Authorized User access is for designated Authorized Users and cannot be shared or used by more than one Authorized User.
As a condition to access and use the Services, each Authorized User shall be required to obtain an account by completing a registration form and designating a user name and password.  When registering, each Authorized User must provide true, current, and complete information and must agree to the End User License Agreement, which must be accepted to complete registration.  Customer is responsible for ensuring its Authorized Users abide by the terms of the Agreement, the Terms of Service, and the End User License Agreement and shall immediately notify DSQ of any violation of the Agreement, these Terms of Service, or the End User License Agreement by any Authorized User upon becoming aware of such violation, and shall be liable for any breach by any Authorized User.
Customer is responsible for all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
Customer is responsible for securely managing Customer's account and password(s) for the Services (including but not limited to administrative and user passwords), and to contact DSQ if Customer becomes aware of any unauthorized access to Customer's account. DSQ is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.

7. Restrictions and Responsibilities

You are responsible for the accuracy and adequacy of Your Data submitted to or transmitted to DSQ and/or our Services.  Inaccurate or incomplete information may limit your ability to utilize the Services.
The Services are protected by copyright, trademark and other U.S. and foreign laws.  The Agreement and these Terms of Service do not grant you any right, title, or interest in the Services, our trademarks, logos, or branding, other than the rights we expressly grant to you to use the Services.  
Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”); (ii) modify, translate, or create derivative works based on the Services or the Software (except to the extent expressly permitted in writing by DSQ or authorized within the Services); (iii) use the Services or the Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or (iv) remove any proprietary notices or labels.
You will not make the Services accessible to any person other than an Authorized User or an Administrative User.  Also, you will notify us of any unauthorized use of any password or user name or any other security incident that could lead to unauthorized access to the Services.
You are responsible for maintaining and providing security for any Ancillary Equipment and/or services needed to connect to, access or otherwise use the Services, including, without limitation, a network-capable device to interface with the Services, such as a smartphone, computer, or other appropriate communications hardware.  Upon becoming aware of a security incident involving an Authorized User or an Administrative User, such as a loss of passwords or unauthorized access, Customer shall: (i) immediately investigate the reasons for and circumstances surrounding such security incident, preserving any potential forensic evidence relating to the security incident, (ii) take reasonable and appropriate actions to identify and mitigate any continued security threat, and (iii) within 24 hours, provide written notice of the security incident to DSQ.
We are not responsible for your misuse, lack of use, or the outcome of the use of the Services.
You may use our Services only as permitted by applicable law.
YYour use of the Services may be subject to the End User License Agreement.

8. Your use of the Services

DSQ may freely use feedback Customer provides. Customer agrees that DSQ may use Customer's feedback, suggestions, or ideas in any way, including in future modifications of the Services, advertising or marketing materials. Customer grants DSQ a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use any feedback Customer provides to DSQ in any way.
We may disclose any information necessary to satisfy DSQ’s legal obligations, protect DSQ or its customers, or operate the Services properly.

9. Payment of Fees

You shall pay all Fees, charges, taxes, and other amounts for the Services in accordance with the applicable Agreement, Order Form, including online Order Forms, invoice, or other ordering document accepted by You. If the payment terms in an Order Form conflict with these Terms of Service, the Order Form controls for the applicable Services.
DSQ may invoice You monthly or as otherwise stated in the applicable Order Form, or invoice. Unless otherwise specified in the applicable ordering document, invoiced amounts are due within thirty (30) days after receipt of invoice. For online purchases, You authorize DSQ and its payment processor to charge Your selected payment method at checkout and on a recurring basis for all subscription fees, renewal fees, usage-based fees, taxes, and other amounts due for the applicable Services.
Unless an Order Form requires payment by ACH, online purchases may be paid by credit card or other payment methods made available at checkout. If You elect or are required to pay by ACH, You must provide and maintain any ACH debit authorization reasonably required by DSQ or its payment processor, and ACH debit authorizations, NACHA-related terms, bank-account notice requirements, ACH revocation procedures, and returned-ACH-item fees will apply to such payments. Such ACH-specific terms do not apply to credit-card, debit-card, or other card-based payments.
You shall keep all payment, billing, registration, and account information accurate, current, and complete. You authorize DSQ and its payment processor to retry failed charges, participate in card updater, recurring billing, or similar programs supported by Your payment provider, and continue billing any updated payment method made available through such programs or DSQ’s payment processor.
You are responsible for all taxes associated with the Services, other than U.S. taxes based on DSQ’s net income. You are also responsible for all payment processor fees, card processing fees, convenience fees, failed-payment fees, chargeback fees, returned-payment fees, collection costs, and similar charges that DSQ elects to pass through, to the extent disclosed at checkout, in the applicable Order Form, or on the applicable invoice and permitted by law. Such fees are in addition to the Fees and are non-refundable except to the extent required by law.
If any payment is not received when due, or is declined, returned, reversed, charged back, or otherwise not received, DSQ may assess interest on overdue amounts at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is less, and may suspend or limit access to the Services (which is not a failure to meet the SLA), without limiting DSQ’s other rights or remedies, including termination under Section 11. You remain responsible for all amounts due, including amounts payable through the end of the then-current Term.
DSQ may automatically renew Your monthly, quarterly, annual, or other recurring Services at the then-current rates, including any agreed-upon price adjustments agreed to on the Order Form, unless the Order Form is amended, cancelled, or terminated in accordance with the applicable Agreement, Order Form, or these Terms of Service. DSQ reserves the right to change Fees, institute new Fees or charges, or otherwise modify pricing at the end of the Initial Service Term or then-current Auto Renewal Term upon prior notice to You, which may be provided by email, through the Services, or as otherwise permitted by these Terms of Service. Prior notice for an Order Form whose then-current Term is longer than one month is ninety (90) days before the end of the then-current Term. Prior notice for an Order Form for the Hauler Services whose then-current Term is one month is thirty (30) days before the end of the then-current Term.
DSQ, in its sole discretion, may require You to maintain a valid credit card or other approved payment method on account to access or continue using the Services. If You fail to provide or maintain a valid payment method, DSQ may suspend or terminate Your account or the applicable Services in accordance with these Terms of Service.
You may dispute an invoice or charge only by giving written notice to DSQ within fourteen (14) days after the invoice date or charge date, specifying the disputed amount and reasonable details regarding the basis for the dispute. You must timely pay all undisputed amounts. Failure to dispute a charge within such period will be deemed acceptance of the charge, except to the extent prohibited by applicable law.
All Fees are non-cancelable and non-refundable except as expressly stated in the applicable Order Form, these Terms of Service, or as required by applicable law. This Section does not limit any express automatic-renewal cancellation right, mandatory online cancellation right, or other non-waivable right provided under applicable law.

10. Service Level Agreement and Security

DSQ aims to make the Services available on a consistent basis.  If applicable, the SLA for a Service is stated in an Exhibit to these Terms of Service or in the applicable Order Form.  The SLA sets forth Customer’s sole remedies for availability or quality of the Services, including any failure to meet any guarantee set forth in the SLA, except that Section 5 states Customer’s remedies for Hardware. Suspension or termination of access under these Terms of Service is not a failure to meet the SLA. If no SLA applies, Customer’s sole remedies are those set forth in Section 11, Term and Termination.
We will establish and maintain adequate and appropriate environmental, security, and other safeguards to protect Your Data.  We will follow a cyber-security framework of current standards and controls against relevant criteria such as those outlined by International Standards Organization 27001/27002, National Institute of Standards and Technology, Center for Internet Security Critical Security Controls, Control Objectives for Information and Related Technologies, Open Web Application Security Project, or other acceptable industry standards.

11. Term and Termination

Term. (a) These Terms of Service will remain in effect during the Term of any unexpired Order Form, unless terminated earlier in writing pursuant to this Section 11. The Initial Service Term of each Order Form is specified in that Order Form and, unless that Order Form states otherwise, will renew automatically for successive periods of equal length (each, an "Auto Renewal Term," and together with the Initial Service Term, the "Term"). For the avoidance of doubt, upon the renewal of an Order Form, the term of these Terms of Service shall be extended accordingly. The then-current Term is the Initial Service Term or Auto Renewal Term in effect at the time. (b) The Term shall begin on the next 1^st or 15^th of a month that is at least fifteen (15) days after the date that Customer places an order with DSQ (the “Start Date”). Payment due dates shall be determined based on the Start Date, not the date an order is placed. For an online Order Form, the checkout page states any amount charged at checkout and what it covers.
No Termination for Convenience. Order Forms may not be terminated for Customer's convenience during the Initial Service Term or any Auto Renewal Term. Customer's obligation to pay all Fees for the then-current Term is not affected by Customer's discontinuation of use of the Services, by the removal or return of any Hardware, or by the loss, sale, or transfer of any location, except as expressly permitted in Section 11.4.
Termination of Automatic Renewal. (a) For an Order Form whose then-current Term is longer than one month, either party may prevent automatic renewal by giving notice to the other at least sixty (60) days before the end of the then-current Term. Customer may give that notice at any time during the Term. For Order Forms completed online, Customer may give notice through Customer’s account settings in the Services. (b) For an Order Form for the Hauler Services whose then-current Term is one month, Customer may prevent automatic renewal at any time before the next renewal date, through Customer’s account settings in the Services. DSQ may prevent automatic renewal of that Order Form by giving Customer at least thirty (30) days’ notice before the next renewal date. (c) Preventing automatic renewal ends the Services at the end of the then-current Term. It does not accelerate, waive, or reduce Fees payable for that Term, and DSQ does not refund Fees for any part of a Term already started.
Termination for Loss of the Underlying Service Relationship. This Section 11.4 applies only to Services that include Hardware, such as Pioneer and Tilt. It does not apply to Discovery, Hauler, or any other Services that do not include Hardware. If Customer ceases to be the contracted waste services provider for, or the owner or manager of, one or more locations covered by an Order Form, Customer may terminate the Services that include Hardware at the affected location(s) upon thirty (30) days’ prior written notice to DSQ, accompanied by written documentation reasonably evidencing the termination or non-renewal of Customer’s service relationship at, or Customer’s management or ownership of, such location(s). Fees for locations not affected, and Fees for Services that do not include Hardware, continue unchanged, and the applicable Order Form will be deemed amended accordingly. Customer remains responsible for all Fees accrued through the effective date of termination and for the Hardware return obligations in Section 5 with respect to the affected location(s). Notwithstanding Section 11.2, no Fees for any period after the effective date of a termination under this Section 11.4 shall become due with respect to the terminated Services at the affected location(s). This Section 11.4 does not apply where the location is transferred to an affiliate of Customer, or where Customer continues to provide services at, or manage, the location under any other arrangement. This Section 11.4 is in addition to, and does not limit, any other termination rights available to either party.
DSQ may provide notice(s) to the Customer prior to the due date of an invoice, and for a limited period DSQ may provide notice to Customer that the Customer is past due. Past due Customers may have their access to the Services suspended at the sole discretion of DSQ. A suspension under this Section is not a failure to meet the SLA. A re-activation fee may apply in addition to other conditions that DSQ requires, in its sole determination.
In addition to any other remedies a party may have, either party may also terminate this Agreement upon thirty (30) days' notice (or by DSQ without notice in the case of nonpayment by Customer), if the other party materially breaches any of the terms or conditions of this Agreement. In the event of a termination by DSQ for a material breach or non-payment by Customer, Customer will pay in full for the Services up to and including the last day of the Term including any minimums and monthly platform fees.
Upon termination for any reason, DSQ may immediately terminate your access to the Services. Further, upon termination, except for a termination caused by your breach, non-payment, or where prohibited by law, DSQ will make Your Data available to Customer for electronic retrieval for a period of ninety (90) days, but thereafter DSQ may, but is not obligated to, delete Your Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

12. Discontinuation of Services

We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond our control (i.e. natural disaster, fire, plague, etc.), or to comply with a legal requirement.  If we do so, we will give you reasonable prior notice so that you can export Your Data.  If we discontinue the Services in this way before the end of any fixed term you have paid us for, we will refund the portion of the Fees you have pre-paid but have not received Services for.

13. Warranty and Disclaimer

DSQ shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and shall perform the Services in a professional and workmanlike manner. DSQ further warrants that, during the applicable Term, Hardware provided by DSQ will materially conform to DSQ’s then-current documentation for such Hardware under normal use and service, subject to the return, inspection, repair, replacement, and fee provisions applicable to Hardware in this Agreement. The foregoing warranties do not apply to any failure, defect, loss, or degraded performance caused by misuse, abuse, unauthorized modification, improper installation or removal, Customer equipment, Ancillary Equipment, third-party products or services, site conditions, connectivity, power, environmental conditions, third-party haulers or installers, or any act or omission of Customer or any third party.
DSQ does not warrant that the Services or Hardware will be uninterrupted, error-free, defect-free, continuously available, or produce complete, accurate, timely, or reliable outputs. Without limiting the foregoing, DSQ expressly disclaims any warranty, representation, or guarantee relating to hardware malfunction, sensor failure, device failure, communication failure, inaccurate or incomplete fill-level measurements, inaccurate fill-level predictions, delayed or missed alerts, missed pickups, missed hauls, delayed hauls, compactor overflows, spills, odors, equipment downtime, or other physical-world or operational conditions or losses. Customer remains solely responsible for monitoring its own equipment, containers, compactors, sites, hauling schedules, vendors, and operational decisions.
Except for the express warranties set forth in this Section, the Services and Hardware are provided “AS IS,” “AS AVAILABLE,” and with all faults. DSQ disclaims all warranties, express, implied, statutory, or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, reliability, availability, and any warranties arising from course of dealing, usage, or trade practice.
DSQ does not give professional advice. Unless specifically included with the Services, DSQ is not in the business of providing legal, financial, accounting, tax, health care, real estate, waste-management, hauling, logistics, or other professional services or advice. Customer should consult the services of a competent professional when Customer needs this type of assistance.

14. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR DSQ’S WILLFUL MISCONDUCT AND DSQ’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.2 (WHICH ARE SUBJECT ONLY TO THE LIMIT IN CLAUSE (D) BELOW), DSQ, ITS AFFILIATES, SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND DSQ’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO DSQ UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT DSQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 14.1 LIMITS CUSTOMER’S OBLIGATION TO PAY FEES, REPLACEMENT FEES, INTEREST, OR COLLECTION COSTS, OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.1.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DSQ AND CUSTOMER. WITHOUT LIMITING THE FOREGOING, DSQ SHALL NOT BE LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM HARDWARE MALFUNCTION, SENSOR FAILURE, INACCURATE OR INCOMPLETE FILL-LEVEL MEASUREMENTS, INACCURATE FILL-LEVEL PREDICTIONS, DELAYED OR MISSED ALERTS, MISSED PICKUPS, MISSED HAULS, DELAYED HAULS, COMPACTOR OVERFLOWS, SPILLS, ODORS, EQUIPMENT DOWNTIME, SUBSTITUTE HAULING COSTS, CLEANUP COSTS, REMEDIATION COSTS, OR OTHER OPERATIONAL LOSSES, EXCEPT TO THE EXTENT CAUSED BY DSQ’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN EACH CASE SUBJECT TO THE LIMITS AND EXCEPTIONS IN SECTION 14.1.
THE WARRANTY DISCLAIMERS IN SECTION 13 AND THE HARDWARE-RELATED DISCLAIMERS IN SECTION 5 ARE INDEPENDENT OF, AND IN ADDITION TO, THE LIMITATIONS OF LIABILITY IN THIS SECTION 14.

15. Indemnity

You shall indemnify, defend, and hold harmless DSQ and its officers, directors, employees, affiliates, agents, successors, and assigns against any and all damages, losses, suits, penalties, fines, remediation costs, judgments, settlements, and liabilities including court costs and reasonable attorney fees (collectively, "Losses") resulting or arising from:
1. Your breach of this Agreement, including any of its obligations, representations, warranties, or covenants under this Agreement, including a Customer default under its obligations as set forth in the Agreement;
2. Bodily injury (including death), property damage, or damage to equipment arising from or relating to: (i) Your equipment, facilities, locations, systems, data, or operations; (ii) Ancillary Equipment; (iii) Your use, misuse, relocation, modification, removal, or unauthorized access to the Services or Hardware; or (iv) the acts or omissions of Your employees, agents, contractors, subcontractors, customers, site owners, property managers, haulers, brokers, installers, or other representatives;
3. Any content, data, information, credentials, materials, or other items submitted, uploaded, stored, transmitted, or provided by You through the Services, including claims alleging infringement, misappropriation, privacy violations, defamation, or unlawful use thereof;
4. Your use of the Services or Hardware in a manner not authorized by this Agreement, applicable documentation, or applicable law;
5. Your violation, or alleged violation, of any law, regulation, industry requirement, or third-party right, including privacy, data protection, consumer protection, payment, environmental, transportation, safety, or employment;
6. The negligence, gross negligence, willful misconduct, or unlawful acts or omissions of You or Your employees, agents, contractors, subcontractors, customers, or representatives;
7. Any failure by You to obtain required consents, authorizations, licenses, site permissions, access rights, or approvals necessary for installation, operation, monitoring, data collection, or use of the Services or Hardware.

Notwithstanding the foregoing, You shall have no obligation to indemnify DSQ to the extent a Loss is finally determined by a court of competent jurisdiction to have resulted from DSQ's gross negligence, willful misconduct, or breach of its obligations under this Agreement.

DSQ shall defend, indemnify, and hold harmless You and Your officers, directors, employees, and agents from and against any third-party claim alleging that the Services or Hardware, when used by You in accordance with this Agreement, infringe or misappropriate such third party's United States patent, copyright, trademark, or trade secret rights. DSQ shall pay any damages, settlement amounts, costs, and reasonable attorneys' fees finally awarded against You or agreed to by DSQ in settlement of such claim, provided that You: (a) promptly notify DSQ of the claim; (b) give DSQ sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation, at DSQ's expense. If the Services or Hardware become, or in DSQ's opinion are likely to become, the subject of an infringement claim, DSQ may, at its option and expense: (i) procure for You the right to continue using the affected Services or Hardware; (ii) modify or replace the affected Services or Hardware so that they become non-infringing without materially reducing functionality; or (iii) terminate the affected Services or Hardware and refund any prepaid Fees allocable to the unused portion of the then-current Term.

DSQ shall have no obligation under this Section 15.2 for claims arising from: (i) modifications to the Services or Hardware not made by DSQ; (ii) use of the Services or Hardware in combination with products, services, software, data, or equipment not supplied by DSQ where the claim would not have arisen but for such combination; (iii) Your continued use of the allegedly infringing Services or Hardware after DSQ has provided a substantially equivalent non-infringing alternative or has terminated the affected Services or Hardware; or (iv) use of the Services or Hardware in violation of this Agreement or applicable documentation. This Section 15.2 states DSQ’s sole liability, and Your exclusive remedy, for any claim of intellectual property infringement or misappropriation.

16. Taxes

The Customer shall be responsible for and shall pay any and all local, municipal, and/or state taxes which shall be imposed upon Services during the term of this Agreement and any extension terms thereof and shall defend and hold DSQ harmless from any and all liability in connection therewith.

17. Use of Logo, Name, Trademark

Neither DSQ nor Customer shall use logo, name or trademarks of the other in advertising or marketing of any kind without first obtaining the prior written consent in each instance from the other party.

18. Updates to these Terms of Service

DSQ may revise these Terms of Service from time to time due to changes to the law, new regulatory requirements, or improvements or enhancements to our Services.  If an update affects your use of the Services or your legal rights as a user of the Services, DSQ will notify you prior to the update’s effective date.

19. Miscellaneous

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
These Terms of Service are not assignable, transferable or sub-licensable by Customer except with DSQ’s prior written consent.
DSQ may transfer and assign any of its rights and obligations under these Terms of Service and/or the Agreement without consent.
The Agreement is the complete and exclusive statement of the mutual understanding of the parties. It supersedes all previous written and oral agreements, communications and other understandings about its subject matter. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided in the Agreement. If these Terms of Service conflict with an Order Form, an SLA, or an addendum, this order of precedence controls: the addendum, the Order Form, the SLA, then these Terms of Service. Except for payment terms under Section 9, an Order Form or addendum changes these Terms of Service only if it names the Section it changes.
No agency, partnership, joint venture, or employment is created as a result of these Terms of Service, and Customer does not have any authority of any kind to bind DSQ in any respect whatsoever.
In any action or proceeding to enforce these Terms of Service, each party will pay its own costs and attorneys’ fees. DSQ may recover its reasonable collection costs and attorneys’ fees from Customer in any action or proceeding to collect unpaid Fees, interest, or other amounts due under the Agreement. This Section does not limit either party’s obligations under Section 15.
These Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions.
Any dispute, claim, or controversy arising out of or relating to these Terms of Service, the Agreement, any Order Form, or the Services shall first be subject to good-faith negotiations between the parties. If the dispute is not resolved within a commercially reasonable timeframe after written notice of the dispute, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Pittsburgh, Pennsylvania, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or equitable relief in the state or federal courts located in Pittsburgh, Pennsylvania for any actual or threatened breach involving intellectual property rights, confidentiality, data security, unauthorized use of the Services, or other circumstances for which monetary damages would be inadequate. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts for those purposes and waives any objection based on inconvenient forum or improper venue. Also notwithstanding the foregoing, DSQ may bring an action to collect unpaid Fees, interest, or other amounts due under the Agreement in any court of competent jurisdiction, including a small claims court. Customer waives any objection to the jurisdiction or venue of the court DSQ selects for that purpose. The parties agree that any proceeding shall be conducted only on an individual basis and not as a class, consolidated, collective, or representative action.
All notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by e-mail, unless the sender receives notice that delivery failed; when posted, if provided through the Services; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested at the following addresses and contact information:

For DSQ (including any DSQ affiliate named on an Order Form):‍

By Mail: DSQ Technology, LLC C/O Legal Department Nova Tower One Suite 500, 1 Allegheny Square E, Pittsburgh, PA 15212‍

With a copy sent via Email: help@dsqtechnology.com
‍

For Customer: the most recent mailing address or e-mail address Customer has given DSQ in writing or in the Services, or, if none, the address on the Order Form. Customer must keep its addresses current.