The Dcode Group, Inc.
Nexus Terms of Use
April 2021

 

This website (the “Site”) is offered to you ( “You” or “Your”) by The Dcode Group, Inc. (“Dcode”). The Site offers access to an array of services and information. The services may include but are not limited to intra-community networking, cross-community networking opportunities, access to Dcode advisory services, and access to training and informational content (the “Services”). Your use of the Services is governed by these Terms of Use (“Terms”). Dcode may revise and update these Terms at any time. Your continued access and use of the Services will mean you accept those changes. Failure to abide by these Terms may result in your immediate suspension of rights and access to the Services.

 

PARTIES

“We”, “us” and “our” means The Dcode Group, Inc. and its affiliates, subsidiaries, other related companies, agents, directors, officers or employees. You may contact us at: The Dcode Group, Inc., 2000 Pennsylvania Ave NW, Suite 7000, Washington D.C., 20006. Our phone number is 202.350.1760. If you have any questions about these Terms, you may contact us at info@dcode.co.

 

RELATED AGREEMENTS

Personal information collected in connection with use of the Services is governed by the Site’s Privacy Policy. To be authorized to use the Services, you must agree to these Terms and our Privacy Policy. Only individuals invited or approved by Dcode or pursuant to an authorized contract may use the Services (“Authorized Users”). In addition to the Privacy Policy, you hereby agree to comply with the Code of Conduct. These Terms, the Privacy Policy, the Code of Conduct, any supplemental terms or forum-specific guidelines linked to or from the Services, and any Ordering Document (defined herein) are collectively referred to as the “Transaction Documents.” In the event of conflict between the terms of the Ordering Document and these Terms, the Ordering Document shall control.

 

ACCEPTANCE OF TERMS

BY USING OR ACCESSING THE SITE OR SERVICES, YOU ON BEHALF OF YOURSELF AND YOUR COMPANY, AFFIRM THAT YOU ARE AN AUTHORIZED USER, ACCEPT AND AGREE TO BE BOUND BY THESES TERMS AND THE OTHER TRANSACTION DOCUMENTS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OR ACCESS THE SITE OR SERVICES. We may periodically revise or update these Terms from time to time in our sole discretion. All changes will be effective immediately upon our posting of such changes to our website.

 

TYPES OF SUBSCRIBERS TO THE SERVICES

Dcode has several types of subscribers to its Nexus services, including those set forth below. You, your employer company, and/or any third party under a Dcode sponsorship program may have an additional agreement with Dcode (each an “Ordering Document”).

 

• Direct Subscriber – You obtain access to the Services directly through a contract with Dcode.
• Accelerator Program Participant – You are a current or former member in good standing of Dcode’s accelerator program.
• Sponsored Portco – You or your employer are a member Portco under a sponsorship program.

 

The fees to access the Services, where applicable, are set forth in your Ordering Document or Dcode’s Nexus website (“Program Fees”). Unless otherwise provided for in an Ordering Document, Program Fees shall be paid or charged to the payment source used to sign up for services on the first day of the month or year of Services, depending on the payment option selected (monthly or annual payments). Renewals will occur on that same day of each subsequent month or year unless you cancel services prior to that renewal date. If you select the monthly payment option, there is a required three (3) month minimum subscription period.

 

Any amounts not paid when due shall accrue interest at the rate of 1.5% per month or the highest rate permitted by applicable usury law, whichever is less, until the date paid. Without limiting any other right or remedy available to Dcode, in the event that payment is overdue, Dcode shall have the right to suspend performance and all services or support under the Transaction Documents until all payments, including interest, are made current.

 

USE OF THE SERVICES

You agree to abide by all applicable laws in connection with your use of the Site, the Services (including the Dcode Content (defined below) and any User-Uploaded Information (defined below), including without limitation, privacy laws and regulations, and laws governing marketing or other contact with individuals by phone, text, email, any other electronic communication, or regular mail). Without limiting the foregoing, you shall not (i) use the Site to store or transmit libelous, infringing, unlawful, confidential, proprietary, classified, restricted, or tortious material or material in violation of third-party rights; (ii) transmit, provide access to, or display any Dcode Content or any User-Uploaded Information to any person or entity that you know would engage in unfair or deceptive practices using such Dcode Content or any User-Uploaded Information; (iii) use the Site or the Services in violation of any law concerning unsolicited messages or communications, including the U.S. CAN-SPAM Act; (iv) use the Site or the Services to store or transmit harmful or malicious code or devices; or (v) interfere with or disrupt the integrity or performance of the Site or the Services, or related systems.

 

You acknowledge and agree that Dcode may, through the Site, collect, store, and use technical details, user preferences, and permissions, and login or other personal data and related information, to facilitate the provision and enhancement of the Services. This may include technical information about your computing device and browser. Additional information regarding the collection, use, and security measures associated with Dcode’s storage and handling of data is set forth in the Site’s Privacy Policy.

 

CANCELLATION OF RENEWAL SERVICES

If you subscribed to Services via the Nexus website, you may cancel automatic renewal of Services by emailing Dcode at support@dcode.co. After a timely cancellation request is received, you will continue to have access to Services through the end of your fully paid current subscription period. If you have paid your annual subscription, you will continue to have access to Services through the end of your twelve (12) month subscription. If you are a paid in good standing monthly subscriber, you will continue to have access to Services through the end of your current month, or the end of month three (3) if you are still within the required three-month minimum subscription period. Following that, your access to Services will be terminated.

 

PROPRIETARY RIGHTS/DCODE CONTENT

The Services and its content, including but not limited to Dcode’s training content and all IP related thereto, features, functionality (such as all graphical and navigational elements and the compilation, arrangement, structure, and sequence of all components and content), resources, software, supported hardware systems, text, data, images, and “look and feel,” including all modifications, improvements, upgrades, derivative works, and feedback related thereto (collectively, the “Dcode Content”) are owned by Dcode or its licensors and are protected by U.S. and international copyright, trademark, patent, trade secret, or other intellectual property or proprietary laws. You assign all rights, title, and interest that you may have in the Dcode Content, any suggestions, enhancement requests, recommendation, or other feedback provided by you or any Authorized Users, relating to the operation of the Services to Dcode. Except for the limited use rights expressly granted herein, you have no right, title, or interest in or to any part of the Services or Dcode Marks (as defined herein). Dcode, the Dcode logo, Dcode the Gov, and Vetted for Federal (the “Dcode Marks”) are trademarks or registered trademarks of The Dcode Group, Inc. (or its affiliates/subsidiaries). You shall not use the Dcode Marks – in any manner – without the prior written consent of Dcode. You acknowledge that you have no ownership interest in the Dcode Content. Dcode may include Customer’s name and logo in its customer lists and on its website, provided that Dcode shall obtain prior consent when required. Dcode may issue a press release announcing the relationship and shall obtain prior consent when required. You acknowledge that any unauthorized disclosure or use of the Services or Dcode Content would cause us imminent irreparable injury and that we shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event you do not fulfill your obligations under the Transaction Documents.

 

Dcode makes no representations or warranties regarding the accuracy or completeness of Dcode Content, and reserves the right to change or update any Dcode Content at any time without notice. For clarity, Dcode Content does not include the User-Uploaded Information or any content or other information on a third-party website accessed via a link on any Site.

 

Except as expressly permitted, you may not (directly or indirectly, knowingly or unknowingly) permit anyone under your control to: (i) assign, sell, publish, transmit, distribute, encumber, rent, lease, or otherwise permit any person or entity any rights under these Terms or access or use of the Services (including any Dcode Content) or any materials derived therefrom in any manner; (ii) reverse engineer, decompile, decrypt, disassemble, modify, copy, display, translate, or create derivative works based on, or circumvent or disable any security or technological measures of any Services (including any Dcode Content); (iii) alter, remove, obscure, or fail to reproduce any rights notices contained in any Services (including any Dcode Content); (iv) copy, distribute, display, modify, or otherwise use the Site, the Dcode Content, or the Dcode Marks except as expressly permitted by these Terms, (v) print, download, or export any Dcode Content or any User-Uploaded Information provided by any other user other than as permitted by Dcode in writing, (vi) share any username, passwords, or other credentials used to access the Services, or (vii) access the Site or use the Services in order to build a similar product or competitive product. All rights not expressly granted to you herein are expressly reserved.

 

Non-disclosure

“Confidential Information” means any proprietary information of Dcode disclosed under a Transaction Document whether in oral, written, graphic, machine readable, or other tangible form that would reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation the documentation and training materials related to the program, and the terms and conditions of any Transaction Documents, in each case whether or not marked as “Confidential,” “Proprietary,” or other similar designation. You will treat as confidential all Confidential Information, not disclose such Confidential Information to any third party, except to its employees or third parties who have a need to know such information for the purposes of performing hereunder, and subject to a written agreement containing provisions substantially as protective as the terms of this provision, and will not use such Confidential Information except in connection with performing its obligations under Transaction Documents.

 

YOUR DUTY TO PROVIDE CERTAIN INFORMATION.

You acknowledge that you or your company are the holder of certain information that may be necessary for Dcode to perform the Services. You agree to provide any such information to Dcode, upon request. You agree it will promptly provide Dcode with truthful, accurate, and non-misleading information and/or documentation for purposes of Dcode performing Services. Your failure to provide necessary information for Dcode to perform Services, or providing false, inaccurate, or misleading information to Dcode shall constitute a breach of the Transaction Documents, and Dcode shall have available to it all remedies set forth in the Transaction Documents, and may refuse to perform Services with no liability to Dcode.

 

USER-UPLOADED INFORMATION

To the extent that the Site or the Services permit the uploading, posting, storage, or viewing of contact information or any other content, data, information, or material submitted by you or any other Authorized Users (“User-Uploaded Information”), Dcode shall have no responsibility for any such content or access thereto, and Dcode shall not be responsible for any loss, unavailability, inaccuracy, or corruption of such content. You are responsible for ensuring that all User-Uploaded Information submitted by you complies with applicable law and obtaining all necessary rights to upload, publish, and disseminate such User-Uploaded Information.

 

With respect to any User-Uploaded Information submitted by you, you hereby grant to Dcode the right and a license (i) to store, display, and/or transmit such User-Uploaded Information to you and other Authorized Users in connection with the use of the Services; (ii) to obtain, review, and use such User-Uploaded Information in connection with provision of the Services, or investigate or address any issue or complaint concerning the Services or any User-Uploaded Information; (iii) to use such User-Uploaded Information as otherwise necessary or appropriate in connection with Dcode’s provision of Services; and (iv) to copy and create derivative works of or otherwise use such User-Uploaded Information in connection with its provision of the Services and for other Dcode business purposes.

 

You represent, warrant, and covenant that you shall not submit any User-Uploaded Information which (i) restricts or inhibits any other user from using and enjoying the Services; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (iv) violates, plagiarizes, infringes, or constitutes a misappropriation of the rights of any third party including, without limitation, copyright, trademark, trade secret, patent, rights of privacy or publicity, or any other proprietary right; (v) violates any obligation of confidentiality; (vi) contains any malware or other software code or programming of any kind; or (vii) constitutes or contains false or misleading indications of origin or statements of fact. Furthermore, in connection with submitting any User-Uploaded Information, you represent, warrant, and covenant that you are compliant with and are not violating any applicable laws governing the posting, disclosure, or dissemination of such User-Uploaded Information. You further represent, warrant and covenant that any User-Uploaded Information does not contain any sensitive, classified or other restricted information.

 

Dcode reserves the right to refuse to post or transmit or to remove any User-Uploaded Information in whole or in part, in Dcode’s sole discretion, including any User-Uploaded Information that Dcode believes has been uploaded in violation of these Terms or constitutes a threat to the operation or integrity of the Site or the Services. Dcode reserves the right to delete or disable any allegedly infringing content, to require that you terminate the accounts of Authorized Users who are repeat infringers, and to forward the information in the copyright-infringement notice to the Authorized User who allegedly provided the infringing content.

 

ACCOUNT PROTOCOLS

To access the Services, Authorized Users must create an account, including, but not limited to, creating a username and password, and providing certain other registration or account information (collectively, “Registration Data”). Your account is personal to you and you are solely responsible for any and all acts or omissions that occur through the use of your account, whether or not permitted or authorized by you. You agree to safeguard and maintain the confidentiality of your Registration Data. Additionally, you may not use your account to gain or attempt to gain unauthorized access to any portion of the Services (including, but not limited to, accessing another user’s account). You agree to notify us immediately of any unauthorized access to your account or use of your Registration Data. You also agree to ensure that you exit from your account at the end of each session. Dcode reserves the right to disable your account at any time if, in our opinion, you have violated any Transaction Documents. You represent, warrant, and covenant to us that all of your submitted information shall: (i) be true, accurate, and complete and (ii) agree to maintain and promptly update your submitted information as needed.

 

INDEMNITY

You agree to defend, indemnify, and hold Dcode harmless from and against any claims, liabilities, losses, damages, costs, and expenses, including, without limitation, attorneys’ fees, that Dcode may incur arising out of, in connection with, or relating to: (i) your use of (or inability to use) the Services; (ii) your breach of any provision of any Transaction Documents; or (iii) your User-Uploaded Information.

 

TERM; TERMINATION

This is a subscription for the use of the Licensed Materials. Unless otherwise specifically stated in the Order, each such license shall be a fixed term, revocable, nonexclusive, royalty free (upon full payment of subscription fees), and nontransferable license to use only the object code version of the Licensed Materials, solely to perform those functions defined in the Order, and subject to all limitations and restrictions contained herein (“Use”). Dcode, at its sole discretion, may terminate your access to and Use of the Services at any time and for any reason, and in such case, if approved by Dcode, you may receive a refund of the unused portion of your pre-paid subscription fee. Dcode, at its sole discretion, may temporarily suspend or modify your access to and Use of the Services at any time and for any reason without notice to you, including, without limitation, for lack of use by you or if we believe that you have violated or acted inconsistently with any Transaction Documents.

 

DISCLAIMERS

Dcode shall have no obligation to correct any bugs, defects or errors in, or to support, maintain, improve, modify, upgrade, update, or enhance the Site, Services, or any Dcode Content. Use, downloading, and installation of any Dcode Content or other aspect of the Services (including any posting of or access to User-Uploaded Information) are at your own risk, and Dcode is not responsible for any damage to your computer or mobile computing device or any loss of data that may result. Without limiting the foregoing, Dcode will not be liable to you or any third party for any damages or other adverse consequences arising as a result of the inaccuracy or incompleteness of any Dcode Content or of any User-Uploaded Information or the content of any third-party website accessible through a link on the Site. Moreover, although Dcode will endeavor to offer near-continuous access to the Site and may provide access to certain User-Uploaded Information, such access is neither certain nor guaranteed, and Dcode shall not be liable for any damages or other adverse consequences arising as a result of the unavailability of the Site, any Services, or any User-Uploaded Information for any period of time.

 

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED, THE SERVICES INCLUDING BUT NOT LIMITED TO THE DCODE CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED, NEITHER DCODE NOR ITS THIRD-PARTY PROVIDERS MAKE ANY WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF THE DCODE CONTENT OR THAT THE SERVICES OR THE SITE ARE ERROR-FREE, CURRENT, COMPLETE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME, OR ARE COMPATIBLE WITH ANY PARTICULAR DEVICE, SOFTWARE, OR PLATFORM. YOUR USE OF THE SERVICES AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DCODE AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM DCODE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 

In addition, Dcode is not responsible for the practices or content of any third-party websites which provide a link to our Site, or the practices or content of any third-party website to which we provide a link. Any third-party website links on the Site or in an Application are provided as a convenience only, and Dcode does not endorse such websites and has no responsibility or liability for your use thereof or any content contained therein. We encourage you to use caution and exercise good judgment when providing information to, transacting business with, or using the services or content of any third-party website.

 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, (I) WE ARE NOT LIABLE, UNDER ANY LEGAL THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES, TO YOU OR ANY THIRD PARTY FOR ANY (A) INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOSSES, COSTS, OR EXPENSES OF ANY KIND; AND/OR (B) DAMAGES, LOSSES, COSTS, OR EXPENSES OF ANY KIND FOR LOST PROFITS, DELAY, PROCUREMENT OF SUBSTITUTE TECHNOLOGY, LOSS OF GOODWILL, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA, LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, OR OTHER INTANGIBLE LOSSES; AND (II) OUR MAXIMUM CUMULATIVE LIABILITY TO YOU OR ANY THIRD-PARTY FOR ANY AND ALL CLAIMS ARISING FROM, IN CONNECTION WITH OR RELATING TO THESE TERMS OR THE SERVICES (UNDER ANY LEGAL THEORY) SHALL NOT EXCEED THE GREATER OF FIFTY U.S. DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO US FOR ACCESSING THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. WE ARE NOT LIABLE TO YOU OR TO ANY THIRD PARTY FOR TERMINATING, SUSPENDING, OR MODIFYING YOUR USE OF OR ACCESS TO THE SERVICES. ANY CLAIM ARISING FROM, IN CONNECTION WITH OR RELATED TO THESE TERMS AND/OR THE SERVICES MUST BE FILED OR OTHERWISE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OR BE FOREVER BARRED.

 

EXPORT REGULATIONS

Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Services as well as any User-Uploaded Information. You agree that such export control laws govern your use of the Services, and you will comply with all such export laws and regulations. You agree that no data, information, software programs, and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws. You also agree not to, directly or indirectly, allow access to or use of the Services or User-Uploaded Information in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government.

 

Non-Solicit

You agree that during the term of the Transaction Documents, and for twelve (12) consecutive months after the termination or expiration of Transaction Documents, Your company, its affiliates and their employees shall not: (i) directly or indirectly solicit any employee or consultant of Dcode (or its affiliates), or any person who was a former employee or consultant of Dcode (or its affiliates) in the prior six (6) months, or (ii) compete with Dcode in the provision of services of the kind and nature Dcode performs pursuant to the Services. You further agree that the twelve (12)‐month limitation of this paragraph are is reasonable. In the event a court determines that the limitations of this provision are invalid, the court may establish different time or restriction, and the parties agree to comply with the court’s order.

 

MISCELLANEOUS

These Terms along with the Transaction Documents are the final and complete expression of all agreements between the parties relating to your use of the Service and supersedes all previous oral and written agreements regarding the Service. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to choice of law or conflicts of law principles. You agree that all legal proceedings arising under or related to Terms shall be adjudicated exclusively and solely in the courts of the Commonwealth of Virginia. You consent to extraterritorial service of process and submit to the exclusive jurisdiction of these courts. All rights and remedies contained in these Terms are cumulative and not exclusive of any other right or remedy conferred by these Terms or by law or equity. To the extent that any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that part shall be modified by the court solely to the extent necessary to cause that part to be enforceable, and the remainder of these Terms shall remain in full force and effect. Any waiver by us of any right or provision contained in these Terms shall not be deemed to be a waiver of any other right or provision of these Terms. Customer’s and Your rights under these Terms shall not be assigned by you without our prior written consent at our sole discretion. Any assignment in violation of the foregoing shall be void. We shall not be liable to You for any delay or failure to perform our obligations hereunder if such delay or failure arises from any cause or causes beyond our reasonable control. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by You in providing required resources or support or performing any other requirements hereunder. You acknowledge and agree that any breach of these Terms will result in irreparable injury to Dcode not capable of being measured by money damages, and Dcode does not have an adequate remedy at law to redress such injury. In the event there is a breach or threatened breach of such sections, Dcode shall be entitled to seek and obtain injunctive relief without the posting of a bond. You agree to reimburse Dcode for all costs and expenses, including attorney’s fees at the trial and appellate levels, in connection with Dcode’s enforcement action. This provision does not limit any other rights and legal or equitable remedies available to Dcode. The relationship of the Parties established by Transaction Documents is that of independent contractors, and nothing contained in Transaction Documents should be construed to give either Party the power to act as an agent or direct or control the day-to-day activities of the other.