Terms of Service Agreement | Privacy policy | Signing | Software IP |MSIOA

National Intel LLC — Software License & Service Terms

Effective upon electronic acceptance • Last updated 24 April 2025

1. Scope & Incorporated Terms

These terms (“Agreement”) govern every executable, update, patch, script, configuration, or other deliverable (collectively, “Software”) that National Intel LLC (“NI”) supplies. NI’s Master Terms of Service posted at https://nationalintel.com/terms (the “Master Terms”) are incorporated by reference. In case of conflict, the Master Terms control.

By agreeing to these Terms of Service, you also acknowledge and agree to be bound by the Terms of Service available at https://www.nationalintel.com/signing, https://nationalintel.com/software-ip, https://services.detroitexposure.com/terms, https://www.nationalintel.com/terms as well as The Master Services and IP Ownership agreements and exhibits found at https://nationalintel.com/msioa which are hereby incorporated by reference into this agreement. Please review those terms carefully, as they contain additional terms, definitions, and conditions that apply to your use of services associated with this platform.

2. Definitions

• “Supporting Systems” – any NI-controlled domain (e.g., PathCam.com), hosting, repository, build pipeline, documentation, or infrastructure used to create, secure, or distribute the Software.
• “Customer” – the individual or entity accepting this Agreement and all users it authorises.
• “Internal Use” – use solely by Customer’s employees and contractors (under confidentiality obligations no less protective than this Agreement) for Customer’s direct benefit.

3. License Grant (Object Code Only)

Subject to continued fee payment and strict compliance with this Agreement, NI grants Customer a non-exclusive, non-transferable, revocable, limited license to install and run the Software in object-code form only, for Internal Use. No source code, build process, trade secret, or Supporting-System access is provided or licensed.

4. Ownership & Reservation of Rights

All Intellectual-Property rights in the Software and Supporting Systems are—and remain—the exclusive property of NI and are not work-made-for-hire. Except for the limited license in § 3, no rights are sold, assigned, implied, or otherwise conveyed.

5. Prohibited Actions

Customer shall not, and shall not permit anyone to:
a) copy (except for one archival copy), disassemble, decompile, reverse-engineer, translate, or create derivative works;
b) sublicense, lease, distribute, resell, rent, time-share, host for third parties, or otherwise commercialise the Software or Supporting Systems;
c) remove proprietary notices, attempt to register IP, or claim ownership;
d) access or attempt to access Supporting Systems;
e) export or re-export the Software in violation of U.S. export laws.

6. Fees, Taxes, & Non-Refundability

All fees are non-refundable, exclusive of taxes, and due as specified in the applicable invoice or checkout screen. Customer is responsible for all taxes, duties, and government assessments.

7. Updates, Maintenance Fees, & Exclusions

Recurring fees cover NI’s periodic security signing, hosting, and related management. NI has no obligation to provide future updates, new features, source code, escrow, or Supporting-System migration unless set out in a separate written agreement signed by both parties.

8. Compliance, Security, & Regulatory Disclaimer

NI may harden or refactor legacy code at its sole discretion; however, Customer bears sole responsibility for ensuring regulatory, security, and industry compliance (e.g., HIPAA, FDA, ISO) in Customer’s environment.

9. Confidentiality

Customer shall keep NI’s trade secrets, source materials, and any non-public information strictly confidential and use them only as permitted herein.

10. Warranty Disclaimer

THE SOFTWARE, SUPPORTING SYSTEMS, AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NI DISCLAIMS ALL WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY—INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ASSUMES ALL RISK OF USE.

11. Indemnification

Customer shall defend, indemnify, and hold harmless NI, its officers, employees, and agents from any claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of: (i) Customer’s use of the Software; (ii) Customer’s breach of this Agreement; (iii) Customer’s violation of law or regulation; or (iv) any claim alleging that Customer Data or use infringes a third-party right.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS OR REVENUE; BUSINESS INTERRUPTION; LOSS OR CORRUPTION of DATA; OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. NI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO NI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Term, Suspension, Termination

This Agreement continues while Customer complies with it and fees are current. NI may suspend or terminate the license immediately upon: (a) Customer breach; (b) non-payment; or (c) if required by law. Upon termination, Customer must cease all use and destroy all copies of the Software. Sections 4–13 survive termination.

14. Governing Law & Venue

This Agreement is governed by the laws of the State of Michigan, USA, without regard to conflict-of-law principles. Each party submits to exclusive jurisdiction and venue in the state and federal courts located in Wayne County, Michigan.

15. Entire Agreement & Hierarchy

This Agreement, any invoice or ordering document that references it, and the Master Terms constitute the entire agreement between NI and Customer and supersede all prior or contemporaneous agreements, representations, and communications. Any conflicting term in a Customer purchase order is rejected and of no effect.

16. Electronic Acceptance

By checking the box presented during payment or otherwise indicating assent electronically, the individual affirms that they: (i) have read and understood this Agreement and the Master Terms; (ii) have authority to bind the Customer; and (iii) agree to be legally bound. Electronic acceptance is deemed a signed writing under all applicable law.

© 2025 National Intel LLC. All rights reserved.

Privacy Policy

Our Commitment to Privacy:

Key Terms:

• “The Provider”: Refers to National Intel LLC, including its affiliates, subsidiaries, and business partners.
• “The Services”: Refers to all products, services, platforms, websites, and tools provided by The Provider.
• “The Customer”: Refers to any individual, company, or entity using The Services.

Your Consent:

Compliance with Global Data Protection Laws:

Your Data Rights:

Contact Information:

Data Retention:

Section 1: Data Collection and Ownership

• Personal Information: Details provided by the Customer, including but not limited to, name, contact information, and payment details;
• Service Usage Data: Information about how the Customer interacts with our services, such as access logs, transactional data, and user preferences;
• Derived Data: Aggregated, de-identified, or technical data generated from the Customer’s use of our services, which may include metadata and system diagnostics.

1.1 Customer Consent and Data Processing Acknowledgment:

1.2 Data Ownership and Use:

1.3 Customer Responsibility and Privacy Obligations:

1.4 Legal Compliance and Third-Party Data Requests:

Section 2: Data Retention, Backup, and Destruction

2.1 Retention of Data:

• Discretionary Retention: Data may be retained indefinitely at The Provider’s discretion, including but not limited to cases where future legal, regulatory, or operational needs may arise.

2.2 Data Backup:

• No Customer Reliance: The Customer acknowledges that any backup services provided by The Provider are purely discretionary and should not be relied upon as a primary means of data retention. The Customer is solely responsible for maintaining independent backups of their own data.

2.3 Destruction of Data:

• Customer Requests: While The Provider may consider data destruction requests from The Customer, we are under no obligation to act on such requests if the data is required for business, operational, legal, or regulatory purposes. The Provider may destroy data at its discretion, provided such destruction complies with applicable laws and internal policies.

2.4 No Liability for Data Handling:

• Immunity from Legal Claims: The Provider shall not be held responsible for any legal claims or damages resulting from the failure to act on customer requests to destroy or retain data, where such data is required for compliance with laws, business continuity, or future legal defense.

2.5 Customer Responsibility:

Section 3: Third-Party Data Sharing

3.1 Third-Party Data Sharing:

• No Liability for Third-Party Use: Once data is shared with third parties, The Provider disclaims any liability for how that data is handled, processed, or stored by those parties. The Customer agrees that such third parties are solely responsible for complying with applicable data protection laws, and that The Provider bears no responsibility for any misuse, loss, or breach of data by these third parties.
• Business Purposes: Data may be shared for any purpose deemed legitimate by The Provider, including but not limited to improving services, developing new products, auditing compliance, or conducting research.

3.2 Customer Consent to Data Sharing:

• Opt-Out for Non-Essential Data Sharing: The Customer may opt out of non-essential data sharing (e.g., marketing or analytics purposes) via [opt-out link: https://nationalintel.com/opt-out]. However, The Provider retains the right to continue sharing data necessary for legal compliance, service provision, or business operations.

3.3 Legal and Compliance-Driven Data Sharing:

• Cross-Jurisdictional Data Sharing: Data may be shared with third parties located in jurisdictions with differing data protection laws. The Customer acknowledges that data may be subject to the laws of the jurisdiction in which it is processed, and consents to such cross-border transfers.
• International Data Compliance: The Provider complies with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant international laws. However, The Provider assumes no responsibility for compliance with foreign laws by third parties, once data is transferred.

3.4 No Liability for Data Transfers:

• Third-Party Responsibility: Third parties are solely responsible for complying with applicable data protection laws, and The Provider is not liable for any breaches, misuse, or unauthorized access by third parties, including in cases of data breaches.

Section 4: Customer Responsibility for Privacy

4.1 Obligation to Safeguard Data:

• Best Practices: The Customer agrees to take proactive measures to protect their data, including using strong, unique passwords, enabling multi-factor authentication where available, and utilizing encryption for sensitive information.

4.2 Third-Party Access and Data Sharing:

• No Liability for Third-Party Access: The Provider assumes no liability for any damages arising from third-party use or access to The Customer’s account, whether such access was authorized or unauthorized by The Customer.

4.3 Voluntary Data Disclosure:

• Waiver of Liability: The Customer expressly waives any right to claim against The Provider for any damages, losses, or unauthorized use of data disclosed voluntarily through non-secure channels or platforms.

4.4 Responsibility to Stay Informed:

• Customer Responsibility for Policy Review: It is The Customer’s responsibility to regularly review this Privacy Policy. The Provider assumes no liability for any consequences resulting from The Customer’s failure to stay informed.

4.5 Waiver of Claims for Data Mismanagement:

4.6 Disclaimer for Public Networks and Unsecured Transmission:

Section 5: Opt-Out and Withdrawal

5.1 Opt-Out of Non-Essential Data Sharing:

• Processing Timeframe: The Provider will process opt-out requests within a reasonable timeframe, but The Customer acknowledges that data previously processed before the opt-out may continue to be used for legitimate purposes.
• No Opt-Out for Essential Data Processing: The Customer acknowledges that certain data processing activities essential for service delivery, business operations, legal compliance, and security cannot be opted out of.

5.2 Withdrawal of Consent:

• Legal and Regulatory Exemptions: The Customer agrees that data may continue to be processed where it is required to comply with legal obligations, regulatory requirements, or where necessary to protect the interests of The Provider in the defense of legal claims. Withdrawal of consent will not affect The Provider’s right to retain and process data necessary for these purposes.

5.3 Effect of Opt-Out and Withdrawal:

• Customer Waiver of Claims: By exercising their opt-out or withdrawal rights, The Customer expressly waives any claims against The Provider for loss of service, service interruptions, or diminished service quality. The Customer acknowledges that The Provider is not responsible for any service limitations arising from their decision.

5.4 Data Retention for Legal Purposes:

• Compliance with legal requests, subpoenas, or court orders;
• Retaining data as evidence in the defense of legal claims or for auditing purposes;
• Ensuring compliance with industry regulations, contracts, and laws.

Section 6: Data Destruction Upon Legal Need

6.1 Customer Requests for Data Destruction:

• Processing Time for Requests: Data destruction requests will be processed within a reasonable timeframe. However, The Provider may, at its sole discretion, retain data deemed necessary for business or legal reasons.

6.2 Legal and Regulatory Retention:

• Retention for Future Legal Defense: The Provider may retain data for its defense in current or future legal claims, audits, or investigations. Such data may be retained indefinitely, at The Provider’s discretion, and is exempt from customer destruction requests.

6.3 Operational and Business Necessity:

• Finality of Retention Decisions: The Provider’s decision to retain data for legal, operational, or business purposes is final and cannot be contested by The Customer.

6.4 No Obligation to Notify:

6.5 Broader Waiver of Claims:

6.6 Limitation of Judicial Review:

6.7 Compliance with Changing Laws and Industry Standards:

Section 7: Limitation of Liability for Data Loss or Breach

7.1 Explicit Acknowledgment of Risks:

• No Responsibility for Public Networks: The Provider is not liable for any data transmitted over unsecured or public networks, including emails or file transfers, where the security of the transmission cannot be guaranteed.

7.2 Limitation of Liability:

• Maximum Liability Cap: The Provider’s total liability for any data breach, unauthorized access, or loss of data shall not exceed the lesser of (i) the amount paid by The Customer for services in the 12-month period preceding the incident, or (ii) $500. The Customer expressly waives any right to claim damages beyond this amount.

7.3 Customer Responsibility for Data Security:

• No Liability for Customer Failures: The Provider shall not be liable for any breach or unauthorized access that occurs due to The Customer’s failure to secure their data, use strong passwords, or enable available security features (e.g., multi-factor authentication).

7.4 Waiver of Claims and Class Action Prohibition:

• Class Action Waiver: The Customer further agrees to waive any right to participate in collective legal action or class arbitration related to data security issues. All claims must be pursued individually, and no collective or group claims are permitted.

7.5 Inclusion of Third-Party Service Providers:

7.6 Burden of Proof: