Last Updated 3rd March 2020
Some jurisdictions have consumer protection and other legislation which may apply to the services and which do not allow certain provisions. To the extent that a limitation, exclusion, restriction or other provision set out below is specifically prohibited by applicable law, such limitation, exclusion, restriction or provision may not apply to you.
2. DATASHIPS’ SERVICES
a) Services Overview
Dataships’ Services are technology solutions offered through a single platform that help to build healthy and transparent data relationships between companies and their users. The Services are designed to enable a company’s users to have access to the customer data that the company holds on them. The Services are also designed to allow the company to manage their customer’s data in a compliant manner through a managed customer database. Users may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Dataships Code deployed on your internal IT infrastructure to enable the Dataships widget to be installed that will facilitate the Dataships Data Access Gateway tool via the Users website.
b) Provision of Services
Each Service is provided on a subscription basis for a set term (typical on a monthly recurring basis). Dataships may also offer Professional Services. The scope of Professional Services will be as outlined in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information (this will be detailed in a “SOW”, otherwise known as a Statement of Work). Unless Professional Services are provided on a fixed-fee basis, you will pay Dataships at the hourly or daily rates set out in the SOW. You will reimburse Dataships for reasonable travel and accommodation expenses as incurred.
c) Access to Services
You may access and use the Services solely for your own benefit and in accordance with the terms and conditions of this Agreement. If you are given API keys or passwords to access the Services on Dataships’ systems, you will require that all Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. If you are accessing the Services using credentials provided bya third party (e.g., Google), then you will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. You will be responsible for any and all actions taken using you and your user’s accounts and passwords. If any User who has access to a user ID is no longer an employee (or Contractor) of yours, then you will immediately delete such user ID and otherwise terminate such User’s access to the Service. The right to use the Services includes the right to deploy Dataships’ Code on your technical infrastructure in order to enable the Dataships Data Access Gateway widget and similar functionality.
d) Deployment of Dataships Code
Subject to all of the terms and conditions of this Agreement, Dataships grants to you a limited, non-transferable, non-sub-licensable, non-exclusive license during any applicable subscription term to copy the Dataships Code in the form provided by Dataships solely to support the your use of Dataships’ services and otherwise in accordance with the Documentation and this Agreement. You must implement Dataships Code in order to enable features of the Services. You will implement all Dataships Code in strict accordance with the Documentation and other instructions provided by Dataships. You acknowledge that any changes made after initial implementation of Dataships Code may cause the Services to cease working or function improperly and that Dataships will have no responsibility for the impact of any such changes.
e) General Restrictions
You will not (and will not permit any third party to): (a)rent, lease, provide access to or sublicense the Services to a third party; (b)use the Services to provide, or incorporate these services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Dataships); (d) copy or modify the Services or any documentation, or create any derivative work from any of the foregoing; (e)remove or obscure any proprietary or other notices contained in the Services(including without limitation (i) the “Powered by Dataships” designation that may appear as part of the deployment of the Services on the Data Access Gateway widget and (ii) notices on any reports or data printed from the Services; or (f) publicly disseminate information regarding the performance of the Services.
f) Dataships APIs
If Dataships makes access to any APIs available as part of the Services, Dataships reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Dataships may monitor you and your users’ usage of such APIs and limit the number of calls or requests you may make if Dataships believes that your usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Dataships).
g) Trial Subscriptions
If you avail of a free trial or evaluation subscription to the Service, then you may use the Services in accordance with the terms and conditions of this Agreement for a period granted by Dataships (the “Trial Period”). Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If you do not enter into a paid Subscription Term, this Agreement and your right to access and use the Services will terminate at the end of the Trial Period. Dataships has the right to terminate a Trial Subscription at any time for any reason. Notwithstanding anything to the contrary in this agreement, Dataships will have no warranty, indemnity, support, or other obligations with respect to trial subscriptions.
h) Lawful use of the services
In using the Services, you and your users must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including without limitation the laws of the Ireland and the European Union, and including without limitation those laws forbidding:(a)distribution of child pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy,(d)unlawful sending of commercial electronic messages or other marketing or electronic communications, (e) collection of excessive user data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. You will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards.
i) Agreed use of allotted service resources
k) Remedial action
You shall notify Dataships if and when you learn of any security breaches regarding the Services, and shall aid in any investigation or legal action that is taken by authorities and/or Dataships to cure the security breach.
3. USER’S DATA
a) Rights to the User’s Data
As between the parties, you retain all right, title and interest (including any and all intellectual property rights) in and to your users’ Customer Data as provided to Dataships. Subject to the terms of this Agreement, you hereby grant to Dataships a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display your user’s Customer Data solely to the extent necessary to provide the Services to you.
b) Storage of the User’s Data
Dataships does not provide an archiving service. Dataships agrees only that it will not intentionally delete any User Data from any Service prior to termination of the User’s applicable Subscription Term. Dataships expressly disclaims all other obligations with respect to storage.
Users are solely responsible for the preservation of their data which is saved onto Dataships’ virtual server. To the extent permitted by applicable law, Dataships shall have no responsibility to preserve data. Dataships shall have no liability for any data that may be lost, or unrecoverable, by reason of a user’s failure to backup their data or for any other reason.
c) User Obligations
3C.2 – The User agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email)in violation of applicable Law, or any other activity or purpose that may be identified as prohibited by Dataships from time to time.
3C.4 – Notwithstanding anything to the contrary herein, the User agrees that Dataships may obtain and aggregate technical and other data about the User’s use of the Services that is non-personally identifiable with respect to User (“Aggregated Anonymous Data”), and Dataships may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by the User and other Dataships customers.
4. ELIGIBILITY & REGISTRATION
5.1 Dataships agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or User Data. However, Dataships will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Dataships control.
5.2 Users shall utilise proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information.
6.2 All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and incompliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services isat your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
6.3 The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
7. THIRD PARTY SERVICES
7.1 The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. It is your responsibility to protect your system from such items as viruses, worms, Trojan horses and other items of a destructive nature.
8. PAYMENTS & BILLING
a) Acceptable payment methods
8A.1 Dataships accepts major credit cards and debit cards. Other forms of payment may be arranged by contacting Dataships at email@example.com. Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.
8A.2 We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. Were serve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
b) Billing and terms
8B.1 The term of this Agreement shall be monthly, to commence on the date that the User signs up electronically for the Services by creating an Account with an email address. All invoices are denominated, and User must pay, in Euros. Users are typically billed monthly on or about the first day of each month, with payment due no later than ten (10) days past the invoice date. Users are entirely responsible for the payment of all taxes. For specific pricing ranges, please refer to the Pricing Page onhttps://dataships.io. Monthly fees and renewal fees will be billed at the rate agreed to at purchase. You may cancel the Services at any time, subject to contract, by contacting us at firstname.lastname@example.org and informing us of your intention to cancel. At cancellation, your Account will be deactivated and you will no longer be able to log into our site and/or have any access to the Services. Except in the case of subscription commitments you have agreed to, which shall be non-refundable, as permitted by law, if you cancel, you agree that any start-up costs associated with setting up your Account (“Start-up Costs”) shall be non-refundable, as permitted bylaw. With the exception of any subscription commitments agreed by you, if you paid fees in advance for any period longer than one month, then you may, withthe exception of any Start-up Costs, obtain a refund on a pro rata basis for the period remaining after you cancel.
8B.2 Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you (e.g. set-up costs). By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g. monthly) without further authorisation from you, until you provide prior notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act.
8B.3 Users must provide current, complete and accurate information for your billing account. Users must promptly update all information to keep their billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and they must promptly notify us or our payment processors if their payment method is cancelled (e.g. for loss or theft) or if they become aware of a potential breach of security, such as the unauthorised disclosure or use of their user name or password. Changes to such information can be made at in the Account section of the Dataships backend. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.
8B.4 Users are restricted from registering multiple Accounts with the same billing details without first notifying Dataships of that intent. Otherwise, Dataships shall have the right to automatically flag such Accounts as fraudulent or abusive, and Dataships may, without notification to the User of such Account, suspend the service of such Account or any other Account used by such User. The use of referral codes by multiple Accounts having the same billing profile is not allowed. Dataships also reserves the right to terminate a User’s Account if it is targeted by malicious activity from other parties.
8C.1 Payments not made within ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of sucharrears, Dataships may suspend service to such account and bring legal action to collect the full amount due, including any solicitors’ fees and costs.
9. TERMINATION AND ACCESS
9.1. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
9.3. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) ceases operation without a successor; or (b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
10.1 – Users shall keep confidential any confidential information to which it is given access, and shall cooperate with Dataships‘ efforts to maintain the confidentiality thereof. Users shall not publish to third parties or distribute information or documentation that Dataships provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, or other such materials.
10.2 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”),provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Dataships Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Dataships without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
12. WARRANTY DISCLAIMER
12.1. Dataships warrants, for the User’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Dataships’ sole liability (and the User’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to the User, for Dataships to use commercially reasonable efforts to correct the reported on-conformity, or if Dataships determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and the User will receive as its sole remedy a refund of any fees the User has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 12.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the User first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or(iii) to use provided on a no-charge, trial or evaluation basis.
12.2. Except for the limited warranty in section 12.1, all services and professional services are provided “as is”. Neither Dataships nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Dataships does not warrant that the User’s use of the services will be uninterrupted or error-free, nor does Dataships warrant that it will review the User’s data for accuracy or that it will preserve or maintain the User’s data without loss or corruption. Dataships shall not be liable for the results of any communications sent or any communications that were failed to be sent using the Services. Dataships shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of Dataships. The User may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
13. LIMITATION OF REMEDIES AND DAMAGES
13.1 In no event shall we, nor our directors, employees, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or(iii)for any direct damages in excess of (in the aggregate) of fees paid to us for the particular services during the immediately previous one month period, even if Dataships had been advised of, knew, or should have known, of the possibility thereof. Users acknowledge that the fees paid by him or her reflect the allocation of risk set forth in this agreement and that Dataships would not enter into this agreement without these limitations. Users hereby waive any and all claims against Dataships arising out of user’s purchase or use of the services, or any conduct of Dataships’ directors, officers, employees or representatives. Your sole and exclusive right and remedy in case of dissatisfaction with the services or any other grievance shall be your termination and discontinuation of access to or use of the services.
In addition, you agree that Dataships is not responsible for any data compiled by our services and that Dataships will not be liable, in any manner, as a result of your exposure to any defamatory, threatening, unlawfully harassing, obscene or otherwise unlawful content or data. In no event shall Dataships, or any third party provider of any component of the services or of any information delivered as part of the services, be liable to you and/or any party for any damages of any kind, including but not limited to direct, indirect, special, exemplary, punitive, consequential or similar damages arising out of or related to the services, content, products, the use or inability to use this website, or any linked website, including without limitation, lost profits, loss of use, business interruption, or other economic losses, loss of programs or other data, whether in an action of contract, negligence or other tortious action, even if Dataships is advised of the possibility of such damages, including liability associated with any viruses which may infect your computer equipment. Some jurisdictions limit or prohibit the foregoing limitations, and in such jurisdictions the foregoing limitations shall be applied to the maximum extent permitted by law.
15. DISPUTE RESOLUTION
15.1 Mindful of the high cost of litigation, you and Dataships agree, where permissible by the applicable laws, to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement;(iii) the Services; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and Dataships (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by email or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) if to Dataships at: email@example.com or 40 Dawson St., Dublin 2, Dublin, Ireland or (2) if to you at: your last-used billing address in your Account information. Both you and Dataships agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.
16. GENERAL TERMS
16.1 Neither you nor Dataships shall be liable for on-performance of the terms herein to the extent that either you or Dataships are prevented from performing as a result of any act or event which occurs and is beyond your or Dataships’ reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, or any unforeseen change in circumstances, or any other causes beyond either party’s reasonable control. The party experiencing the force majeure shall provide the other party with prompt written notice thereof and shall use reasonable efforts to remedy effects of such force majeure.
16.2 The Website contains many of the valuable trademarks and other proprietary materials owned (e.g. logos, graphics and images),registered and used by Dataships. Any unauthorised use of trademarks and other proprietary materials of Dataships is strictly prohibited and all rights in same are reserved by Dataships. No use of any Dataships trademark may be made by any third party without express written consent of Dataships. Other products and company names mentioned in the Website may be the trademarks of their respective owners.
16.3 Elements of Dataships’ Website are protected by trademark and other laws and may not, unless otherwise permitted hereunder, be copied in whole or in part. You may copy such images, text, screens, web pages, materials, data, Content and other information used and displayed on the Website for your personal or educational use only, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear on the pages copied. Except as provided in the preceding sentence, none of such images, text, screens, web pages, materials, data, Content and other information used and displayed on the Website may be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written permission of Dataships.
You may contact us at the following addresses:
N Wall Quay
Effective Date: June 26th, 2018
Copyright 2020 Dataships. All rights reserved. No part of Dataships’ Website may be reproduced, modified, or distributed in any form or manner without the prior written permission of Dataships.