DTS Connex

DTS Connex Terms & Conditions

Version 1.2 — Last Updated 9/11/2026

1. Scope of Agreement; Acceptance; Definitions

These Standard Application Services Terms (“Terms”) govern Customer’s purchase of and access to the Application Services provided by International Financial Services, Inc., doing business as DTS Connex (“DTS”), under one or more Order Forms. These Terms and each Order Form together form a binding agreement (this “Agreement”) between DTS and the customer identified on the Order Form (“Customer”).

Acceptance. This Agreement is accepted and becomes effective on the date an authorized representative of Customer executes or submits Customer’s initial Order Form that references these Terms (the “Effective Date”). Any subsequent Order Form is governed by this Agreement and, unless otherwise expressly stated in that Order Form, runs coterminously with the Term. The individual executing or submitting an Order Form on behalf of Customer represents and warrants that he or she has the authority to bind Customer to this Agreement. Individual Authorized Users are not required to accept these Terms; Customer is responsible for its Authorized Users’ use of the Application Services and their compliance with this Agreement.

Unless otherwise defined in this section, the capitalized terms used in this Agreement shall be defined in the context in which they are used. The following terms shall have the following meanings:

“Authorized Users”
means those employees or contractors of Customer that Customer authorizes to access and use the Application Services.
“Application Services”
means (i) providing Customer with non-exclusive, remote, web-based access to a shared server that is under the control of DTS for the purpose of enabling Customer’s use of selected modules of the DTS Application in conjunction with one or more Registered Profiles, or (ii) providing Customer with non-exclusive, remote access, through an application program interface, to a shared server that is under the control of DTS for the purpose of enabling Customer’s use of selected modules of the DTS Application in conjunction with one or more Registered Profiles.
“Carrier”
means transport carrier, whether armored or non-armored, used by Customer to transport money, checks, bills of exchange or any other article.
“Customer Image(s)”
means the images uploaded by Customer into the DTS Application in conjunction with use of the Application Services.
“Deposit Management Tools”
means the suite of DTS barcode tools within the Application Services that can be accessed and used through use of the application programming interfaces; such barcode tools including, without limitation, the format of the barcode, barcode images, the expect file, and the status update files and all copyrights and intellectual property rights therein.
“Documentation”
means DTS’ standard documentation and release notes describing the functionality of the Application Services.
“DTS Application”
means the software programs, applications or modules offered by DTS under the DTS Connex brand and to which DTS provides Customer with access in response to an Order Form, a description of which is found at DTS Application description.
“Initial Term”
has the meaning set forth in Section 8.1.
“Order Form”
means an ordering document for Application Services, in written or electronic form (including, without limitation, a web-based order form, an order form submitted by e-mail, or an ordering document executed in conjunction with a master services agreement), that (i) is executed or submitted by an authorized representative of Customer, or by Customer’s bank acting with Customer’s authorization, and (ii) references or incorporates these Terms. Verbal orders are not accepted and do not constitute Order Forms.
“Registered Profile”
means a profile created in the DTS Application representing the attributes of a Customer location, facility or other service designation, regardless of the level of usage. A facility, location or other service designation becomes registered when it first becomes active and remains registered while inactive if it has historical data. A Registered Profile remains registered until it is deleted from the DTS Application by the Customer.
“Term”
means the Initial Term together with any month-to-month period or subsequent committed period described in Section 8.1.
“Trademarks”
means the mark DTS Connex and its logo design as specified in the DTS Trademark Usage Guidelines.

2. Application Services

2.1 Purchase

Subject to the terms of this Agreement and the applicable Order Form, DTS agrees to provide the Application Services specified in the Order Form. Customer’s use of the Application Services shall be non-exclusive and shall be limited to Customer’s internal business functions.

If Customer accesses the Application Services through a web browser, DTS hereby grants to Customer a royalty-free, personal, non-transferable, non-assignable, non-exclusive right and license (without the right to sublicense) to permit its Authorized Users to use, during the Term, the DTS barcode that is generated through use of the Application Services solely in conjunction with use of the Application Services on behalf of Customer. Nothing in this Agreement grants Customer the right to sublicense or use the DTS barcodes with third parties unless specifically permitted by DTS in writing or to use the DTS barcode except in conjunction with the Application Services.

If Customer accesses the Application Services through an application programming interface, DTS hereby grants to Customer a royalty-free, personal, non-transferable, non-assignable, non-exclusive right and license (without the right to sublicense) to permit its Authorized Users to use the Deposit Management Tools during the Term solely in conjunction with use of the Application Services on behalf of Customer. Nothing in this Agreement grants Customer the right to sublicense or use the Deposit Management Tools with third parties unless specifically permitted by DTS in writing.

Customer authorizes DTS, in conjunction with the provision of Application Services, to transfer to Carriers Customer’s “deposit records” data, “change order” data and/or an audit file that may include transaction type, Customer’s name, Customer’s location name, Customer’s location number, Customer’s location address, Customer’s account number and other identifiers with Carrier, bank of record, tracking number(s), transaction creation date and time, and content detail such as cash, checks, money orders and other data as is required by Carriers (“Carrier Data Transfer Services”).

2.2 Required Technology

Customer is responsible for procuring any hardware or software required to access the Application Services as specified in the Documentation.

2.3 Location of Application Services

Application Services shall be provided from the United States unless otherwise notified.

2.4 Restrictions on Use

Customer shall not, directly or indirectly: (i) sell, lease, redistribute or transfer any DTS Application; (ii) attempt to modify, translate, reverse engineer (except to the limited extent permitted by law), decompile, disassemble, create derivative works based on, sublicense or distribute any DTS Application; (iii) attempt to circumvent any security controls in the Application Services; (iv) use the Application Services for the benefit of any third parties (e.g., in an ASP, outsourcing or service bureau relationship) or in any way other than in its intended manner; (v) remove, alter or obscure any proprietary notice, labels or marks on any DTS Application; or (vi) use the Deposit Management Tools in conjunction with the use of services provided by a third party. Customer is responsible for all use of the Application Services and for compliance with this Agreement and any applicable third party software license agreement.

2.5 Ownership

DTS or DTS licensors retain all title, copyright and other intellectual proprietary rights in, and ownership of, the DTS Application regardless of the type of access or media upon which the original or any copy may be recorded or fixed. Unless otherwise expressly stated herein, this Agreement does not transfer to Customer any title or any ownership right or interest in any DTS Application. Customer does not acquire any rights, express or implied, other than those expressly granted in this Agreement. Customer acknowledges and agrees that the Deposit Management Tools are owned by and proprietary to DTS.

2.6 Data Security and Privacy

The Application Services are provided subject to the Data Security and Privacy policy found at Data Security and Privacy policy.

2.7 Other Services

In conjunction with any other services or support provided by DTS to Customer, all work product, deliverables, inventions (whether or not patentable), discoveries, improvements, know-how, algorithms, software, reports, programs, specifications, designs, documentation, and all other information or output prepared, authored, developed, or delivered by DTS or its employees, agents and representatives, either alone or in collaboration with third parties, in connection with the performance of such services or support hereunder (the “Work Product”) will become and remain DTS’ exclusive property, and title thereto shall at all times be in DTS. All Work Product shall be considered Confidential Information of DTS. Subject to payment of the fees owed under this Agreement, and provided that Customer is not in breach of any terms of this Agreement, upon delivery of the Work Product to Customer, DTS grants Customer a nonexclusive, non-transferable, revocable right and license to use the Work Product solely in conjunction with Customer’s use of the Application Services. This license shall terminate upon termination or expiration of the Agreement.

3. Ordering & Fulfillment

Fees for use of the Application Services are as set forth in an Order Form. Fees for the Application Services are determined on the first of the month based on the number of Registered Profiles and the modules provisioned for access by each Registered Profile, regardless of a given Registered Profile’s usage level. Customer has the sole discretion to delete Registered Profiles.

Price Protection and Increases. Fees for the Application Services will not increase during the Initial Term. Following the Initial Term, DTS may increase fees by up to three percent (3%) in any twelve (12) month period upon at least thirty (30) days’ prior notice to Customer, unless a longer price commitment is expressly set forth in an Order Form.

All orders for Supplies will be quoted at List Price at the time of order and such pricing is subject to change at any time. Each Order Form shall be subject to DTS’ reasonable acceptance.

3.1 Invoicing & Payments

DTS will invoice Customer, according to its normal invoice process, the amounts set forth in the applicable Order Form for use of the Application Services, and Customer agrees to pay such amounts. If any authority imposes a duty, tax or similar levy (other than taxes based on DTS’ income), Customer agrees to pay, or to promptly reimburse DTS for, all such amounts. If Customer requires that invoices be submitted through a third-party payment processor (such as Ariba) then Customer shall be responsible for any fees associated with the payment processor. Unless otherwise indicated in an invoice, all DTS invoices are payable thirty (30) days from the date of the invoice.

Late Payments. Any amount not paid when due shall accrue a late charge of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full. In addition to any other rights set forth in this Agreement, DTS may suspend performance or withhold fulfilling new Customer Order Forms in the event Customer has failed to timely remit payment for outstanding and past due invoices.

4. Confidentiality

4.1 Definition

“Confidential Information” means: (a) any non-public technical or business information of a party, including without limitation any information relating to a party’s techniques, algorithms, software, know-how, current and future products and services, research, engineering, vulnerabilities, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information, including the DTS Application and the Deposit Management Tools; (b) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally and is identified as “Confidential” at the time of disclosure; or (c) the specific terms and conditions of this Agreement.

4.2 Exclusions

Confidential Information shall not include information which: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving Party; (ii) the receiving Party can demonstrate by written evidence was rightfully in the receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving Party without use of or access to the disclosing Party’s Confidential Information or otherwise in breach of this Agreement; (iv) the receiving Party rightfully obtains from a third party not under a duty of confidentiality and without restriction on use or disclosure; or (v) is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process to do so, provided that the receiving Party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the disclosing Party.

4.3 Obligations

Each Party shall maintain in confidence all Confidential Information of the disclosing Party that is delivered to the receiving Party and will not use such Confidential Information except as expressly permitted herein. Each Party will take all reasonable measures to maintain the confidentiality of such Confidential Information, but in no event less than the measures it uses to protect its own Confidential Information. Each Party will limit the disclosure of such Confidential Information to those of its employees, contractors, subcontractors and agents (“Representatives”) with a bona fide need to access such Confidential Information in order to exercise its rights and obligations under this Agreement; provided that all such Representatives are bound by a written non-disclosure agreement that contains restrictions at least as protective as those set forth herein.

4.4 Injunctive Relief

Each Party understands and agrees that the other Party will suffer irreparable harm in the event that the receiving Party of Confidential Information breaches any of its obligations under this section and that monetary damages will be inadequate to compensate the non-breaching Party. In the event of a breach or threatened breach of any of the provisions of this section, the non-breaching Party, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by the other Party.

4.5 Data Breach

In the event of a known data breach involving the unauthorized use or disclosure of Customer’s Confidential Information, DTS shall promptly notify Customer and shall take steps to prevent such data breach from continuing.

4.6 De-Identified Data

Notwithstanding any other provision of this Agreement, DTS may collect, use, and analyze data and information input by Customer in conjunction with use of the Application Services for the purposes of analytics, product improvement, and industry benchmarking. Notwithstanding anything to the contrary, DTS may compile such data in aggregated and anonymized form that does not identify Customer, any individual users, or any specific Confidential Information. DTS retains all rights, title, and interest in and to such aggregated and anonymized data, and may use it for any lawful business purpose, provided that such use complies with applicable data protection laws and does not disclose any data in a manner that could reasonably identify Customer or its users.

5. Limited Warranty and Disclaimer

5.1 Application Services Warranty

DTS warrants that the Application Services will be performed in a professional and workmanlike manner and in accordance with the service level agreement found at service level agreement.

5.2 Disclaimer

THE FOREGOING EXPRESS WARRANTIES REPLACE AND ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS BY THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. DTS MAKES NO WARRANTY THAT ANY SOFTWARE OR APPLICATION SERVICES WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER.

CUSTOMER ACKNOWLEDGES THAT DTS IS PROVIDING THE CARRIER DATA TRANSFER SERVICES AS A CONVENIENCE ONLY AND THAT SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

WITH RESPECT TO THE DEPOSIT ADVICE SERVICE, DTS SHALL NOT IN ANY WAY BE LIABLE FOR DATA AND INFORMATION COMMUNICATED TO THE DTS APPLICATION BY CUSTOMER’S SMARTSAFE OR RECYCLER OR FOR ANY PROCESSING OF DATA OR INFORMATION RECEIVED FROM THE DTS APPLICATION BY CUSTOMER’S SMARTSAFE OR RECYCLER OR FOR ANY ERRORS CAUSED BY CUSTOMER’S SMARTSAFE OR RECYCLER.

5.3 Exclusive Remedy

DTS’ sole obligation and liability, and Customer’s sole and exclusive remedy, under the warranties set forth in this section shall be for DTS to use commercially reasonable efforts to remedy the problem.

6. Intellectual Property Indemnity

6.1 DTS Indemnification

DTS will indemnify and defend Customer from and against any and all resulting final damage awards or settlement amounts in any cause of action to the extent such cause of action is based upon a claim brought against Customer by a third party alleging that the Application Services as provided by DTS to Customer under this Agreement infringes any existing U.S. patent or copyright.

6.2 Customer Obligations

DTS’ obligations under this Section are contingent upon the Customer (i) providing prompt written notice to DTS of any such claim; (ii) allowing DTS to control the defense and any related settlement of any such claim; and (iii) furnishing DTS with reasonable assistance in the defense of any such claim, so long as DTS pays Customer its reasonable out-of-pocket expenses.

6.3 Exclusions

DTS will have no obligation for any claim of infringement to the extent that it results from use of the Application Services other than as specified in the Documentation or in conjunction with products or services not provided by DTS or use of or access to any third party software.

6.4 Remedies

If Customer’s use of the Application Services hereunder is, or in DTS’ opinion is likely to be, enjoined due to the type of claim specified in this section, then DTS may, at its sole option and expense: (i) procure for Customer the right to continue using such Application Services, as applicable, under the terms of this Agreement; or (ii) replace or modify such Application Services, as applicable, so that it is non-infringing and substantially equivalent in function to the enjoined Application Services.

THE PROVISIONS OF THIS SECTION SET FORTH DTS’ SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

7. Limitations and Exclusions

7.1 Limitation of Liability

EXCLUDING LIABILITIES ARISING FROM CUSTOMER’S BREACH OF SECTION 2.4 HEREIN (APPLICATION SERVICES RESTRICTIONS), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) ARISING FROM OR RELATED TO THIS AGREEMENT, OR THE USE OF THE SOFTWARE OR APPLICATION SERVICES, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO DTS UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE, LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY SUCH PARTY UNDER THIS AGREEMENT.

No action, regardless of form, arising out of any acts or omissions relating to this Agreement may be brought by either party more than one (1) year after the occurrence of such act or omission.

7.2 Exclusion of Other Damages

EXCEPT IN THE EVENT OF CUSTOMER’S BREACH OF SECTION 2.4 HEREIN (APPLICATION SERVICES RESTRICTIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LIABILITIES RELATED TO A LOSS OF USE, PROFITS, GOODWILL OR SAVINGS OR A LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OR AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN ADDITION, CUSTOMER ACKNOWLEDGES THAT DTS DOES NOT HANDLE ANY MONEY, CHECKS OR OTHER BILL OF EXCHANGE DOCUMENTS (“MONEY”) IN CONJUNCTION WITH THE PROVISION OF THE APPLICATION SERVICES AND THAT IN NO EVENT WILL DTS BE HELD RESPONSIBLE FOR THE SHIPMENT, DELIVERY OR TRANSFER OF MONEY TO AND FROM CUSTOMER, CUSTOMER’S BANK AND/OR THE CARRIER USED TO TRANSFER MONEY.

7.3 Customer Images

CUSTOMER IS SOLELY RESPONSIBLE FOR ANY CUSTOMER IMAGES UPLOADED TO THE DTS APPLICATION AND AGREES TO INDEMNIFY DTS FROM AND AGAINST ANY AND ALL COSTS, LIABILITIES AND DAMAGES (INCLUDING ANY LEGAL FEES INCURRED IN DEFENSE OF SUCH CLAIM) INCURRED BY DTS IN ANY CAUSE OF ACTION ARISING OUT OF A CUSTOMER IMAGE.

8. Term; Termination

8.1 Term

This Agreement begins on the Effective Date and continues for an initial period of twelve (12) months (the “Initial Term”), unless earlier terminated as permitted in this Agreement. Upon expiration of the Initial Term, this Agreement automatically continues on a month-to-month basis until either Party terminates by providing at least thirty (30) days’ prior written notice to the other Party, or until the Parties enter into a subsequent Order Form establishing a new committed period. During any month-to-month period, all terms of this Agreement continue to apply.

8.2 Initial Evaluation Period

Notwithstanding Section 8.1, during the first sixty (60) days following the Effective Date, either Party may terminate this Agreement for any reason, or for no reason, upon written notice to the other Party, without penalty or early-termination charge. Customer remains responsible for all fees accrued through the effective date of any such termination. If neither Party terminates during this period, the Initial Term continues as set forth in Section 8.1.

8.3 Breach

Either Party may terminate this Agreement upon thirty (30) days’ prior written notice if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days following receipt of notice specifying the breach.

8.4 Insolvency

Either Party may terminate this Agreement in the event the other party (i) becomes insolvent, (ii) becomes subject to a petition in bankruptcy filed by or against it that is not dismissed within thirty days of the filing of such petition, (iii) is placed under the control of a receiver, liquidator or committee of creditors, or (iv) dissolves, ceases to function as a going concern or to conduct its business in the normal course.

8.5 Effect of Termination

Upon the expiration or termination of this Agreement, Customer agrees to pay all amounts accrued or otherwise owing to DTS on the date of termination, and each Party shall return, or certify the destruction of, the Confidential Information of the other Party. Termination in accordance with this Agreement shall be without prejudice to any other rights or remedies of the Parties.

9. Insurance

DTS shall, at its own cost and expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts stated herein, with responsible insurance carriers duly qualified in those states (locations) where the Application Services are to be performed, covering the operations of DTS, pursuant to this Agreement.

  • Worker’s Compensation Insurance — Worker’s Compensation and Employer’s Liability Insurance affording (a) protection under the Worker’s Compensation Law of the state in which work is to be performed, or containing an all-states endorsement; and (b) Employer’s Liability protection subject to a limit of not less than $500,000.
  • Commercial General Liability Insurance — Commercial General Liability insurance with limits not less than $1,000,000 per occurrence / $2,000,000 aggregate written on an occurrence basis.
  • Automobile Liability — $1 million combined single limit.
  • Professional Liability Insurance — Professional Liability Insurance with limits of $1 million.
  • Umbrella/Excess-Liability coverage with limits of $3 million.

10. Miscellaneous

10.1 Legal Compliance; Restricted Rights

Each Party agrees to comply with all applicable Laws. Without limiting the foregoing, Customer agrees to comply with all U.S. export Laws and applicable export Laws of its locality (if Customer is not located in the United States), and Customer agrees not to export any software or other materials provided by DTS without first obtaining all required authorizations or licenses.

10.2 Governing Law; Severability

This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to choice-of-law provisions. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remainder of this Agreement shall remain in full force and effect. Customer and DTS agree that this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods.

10.3 Name Usage

In conjunction with Customer’s use of the Application Services, Customer authorizes DTS to identify Customer as a user of the Application Services in its marketing and advertising materials, including on the DTS website, in its product brochures and in other marketing materials. This authorization may be withdrawn by Customer at any time with sixty (60) days prior notice.

10.4 Notices

Any notices under this Agreement will be sent by certified or registered mail (return receipt requested) or by e-mail (effective upon confirmed transmission), in each case to Customer at the mailing address and e-mail address specified in the Order Form and to DTS at P.O. Box 724, Westminster, MD 21158 or help@dtsconnex.com. Either Party may update its notice address by notice given in accordance with this section.

10.5 Assignment

Neither Party may assign or otherwise transfer this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other Party if a majority of its outstanding voting capital stock is sold to a third party, or if it sells all or substantially all of its assets or if there is otherwise a change of control. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns.

10.6 Force Majeure

Neither Party shall be liable for any delay or failure due to a force majeure event and other causes beyond its reasonable control. This provision shall not apply to any of Customer’s payment obligations.

10.7 Arbitration

Except for instances where equitable relief is permitted under this Agreement, any and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement or the breach thereof (herein “dispute”) shall be resolved at the request of either party by final and binding arbitration. Arbitration shall be conducted in [Wilmington, Delaware], by a single arbitrator. The arbitrator shall be knowledgeable in the commercial aspects of software licensing, Internet applications, technical consulting services and copyright law and otherwise in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties shall meet to agree upon an arbitrator within fifteen (15) days after the receipt by the noticed party of the demand for arbitration delivered in the manner set forth herein for providing notice to the parties. If the parties cannot agree on an arbitrator, then the American Arbitration Association shall select the arbitrator. The arbitrator shall make detailed written findings to support his/her award. The arbitrator shall render his/her decision no more than sixty (60) days after the parties finally submit the claim, dispute or controversy. Judgment upon the arbitration award may be entered in any court having jurisdiction.

10.8 Updates to Terms

DTS may update these Terms from time to time by posting a revised version on this page and updating the “Last Updated” date above. The version of these Terms in effect on the date an Order Form is executed or submitted will continue to govern that Order Form through the end of the Initial Term or any other committed period expressly set forth in that Order Form. During any month-to-month period, a revised version of these Terms becomes effective thirty (30) days after DTS provides notice of the update to Customer (which notice may be given by e-mail in accordance with Section 10.4), and Customer’s continued use of the Application Services after such effective date constitutes acceptance of the revised Terms. If Customer objects to a revised version, Customer may terminate this Agreement as permitted under Section 8.1.

10.9 General

This Agreement, including its exhibits and the documents referenced herein (all of which are incorporated herein), is the Parties’ complete agreement regarding its subject matter, superseding any prior oral or written communications. In the event of a conflict between these Terms and an Order Form, the Order Form shall control to the extent of such conflict, provided that the Order Form is executed by both Parties and expressly identifies the provision of these Terms being modified. The Parties agree that, to the extent any Customer purchase or sales order contains terms or conditions that conflict with, or supplement, this Agreement, such terms and conditions shall be void and have no effect, and the provisions of this Agreement shall control. Unless otherwise expressly set forth in an exhibit that is executed by the Parties, this Agreement shall control in the event of any conflict with an exhibit. Sections 2.4, 2.5, 4, 5.2, 5.3, 6, 7, 8.5 and 10, together with any accrued payment obligations under Section 3, shall survive the termination or expiration of this Agreement, along with any other provision that by its nature should survive. The Parties are independent contractors for all purposes under this Agreement.