Demyst Data deals in the business of data. Inherent with this business are special considerations and rules, both domestic and international, regarding the use, storage, destruction, and sharing of data. Demyst provides proprietary software products through multiple access points, services, and data for the discovery, evaluation, integration, deployment, and maintenance of external and internal data enabled solutions (collectively “the Platform”).
Following are the Platform terms and conditions (“Platform Terms and Conditions”); these terms and conditions are in addition to, and serve to supplement (except where expressly noted otherwise), the Website Terms of Service:
This Platform Terms and Conditions (also referred to herein as the “Services Agreement”) details the terms of a legal agreement between you (collectively, “You”, “Your”, “Client” or “End User”) and Demyst Data Ltd, also acting on behalf of its affiliates, DemystData (Australia) Pty Ltd and DemystData (Singapore) PTE LTD (collectively “Demyst”). By clicking Your consent below and/or through Your use of the Platform, You acknowledge and irrevocably represent that You have read and understood the Website Terms of Service and the Platform Terms of Use and You voluntarily and irrevocably consent, accept and agree to be bound by the terms and conditions set forth therein both the Platform Terms of Use and the Website Terms of Service. You also agree to comply with all laws and regulations applicable to the use of the Platform. The Services Agreement shall become binding once you click through the agreement in the manner provided by Demyst (the “Effective Date”).
If You do not agree with the terms of this Services Agreement, do not use the Platform, data or services provided by Demyst through the Platform or other channels.
If You (via your employer provided email), or the entity by which you are employed subscribed to certain content or services found on this website by way of executing a written agreement, in the form of an addendum, Evaluation Agreement, Data Platform License Agreement, Scope of Work, Order Form or otherwise, (“Agreement”), then these Platform Terms of Use shall be supplemental to such Agreement, and to the extent varying terms exist, the terms in the Agreement shall prevail. By accessing the Platform, You acknowledge that You have read and are bound by any applicable Agreement. Demyst will make reasonable efforts to make You aware of the existence of an Agreement and to inform You of the individuals to whom you should contact at Your place of employment whom manage the relationship. Furthermore, if You are an authorized agent of your Company (i.e. officer, director, manager etc) and log in utilizing your work issued email you acknowledge and agree that you are binding Your Company to this Agreement, the website T&Cs, and any AT&C (as defined below).
Demyst reserves the right to vary, amend, remove or add to the Platform Terms of Use at any time. Your Login to the Platform following any amendment, removal, addition or other edit to the Platform Terms of Use constitutes Your binding acceptance of the Platform Terms of Use as modified. If, at any time, You do not wish to accept the Platform Terms of Use, You must immediately cease to access or use the Platform, data and/or other services provided by Demyst and, unless otherwise expressly provided for in an Agreement, within 30 days, destroy all Content (“Content” as defined below).
After you Login to the Platform, you will have access to preview the offerings provided by our participating external data and solution providers (“Data Provider(s)” or “Data Partner(s)”). Per existing Demyst agreements with the Data Providers, certain Demyst subscription products, use cases, and software product licenses are subject to vendor-specific, additional terms and conditions (the “AT&C”).
Should You decide to utilize one or more of our Data Providers offerings using our Platform, You will then submit an order, and completion of the order is on the additional conditions of Your being approved as an authorized End User and Your acceptance of the applicable AT&C’s, if any. Approval is subject to a review by a Demyst Support Team member to ensure compliance.
Subject to Your continued and full compliance with all of the terms and conditions of this Services Agreement, the Website Terms and Conditions and any other Agreement between You and Demyst, Demyst grants to You, and You hereby accept, a revokable, non-transferrable, non-exclusive, non-sublicensable limited license during the Term (as defined below), to access and use the Platform and Content (as defined below), in each case, solely for the Permitted Purposes (as defined below), and subject to any AT&C specific to the applicable Data Provider, data product and/or use case. For avoidance of doubt, Your use and this license shall be for internal test and evaluation purposes only, unless expressly provided otherwise in writing. You shall not: (i) sublicense, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Platform, or any part thereof, including the Content, available to any third party; and (ii) modify, disassemble, reverse compile, or reverse engineer the Platform or any part thereof including the Content, and shall not build a similar or competitive product or service. You shall be permitted to perform analysis and create derived works on top of the Content in order to find better ways to use Content in the market
Content shall mean and include the intellectual property associated with the Platform, including any documentation and updates, as well as the data and any intellectual property that is provided by the Data Providers, including appended returns and any derivative work thereof. Demyst disclaims any responsibility, and makes no representations or warranties, as to the accuracy, timeliness or completeness of the Content provided by Data Providers.
When You sign up to use the Platform, You will be asked to create an account and establish a password. You are entirely responsible for maintaining the confidentiality of Your password and You are entirely and solely responsible for all activity made by You or anyone You allow to use Your account. You agree to safeguard Your account password from access by others, and to reimburse Demyst for any direct losses incurred as a result of a breach of this Section 3. You agree to maintain and promptly update the registration information to keep it accurate and complete. Demyst has the right to disable any username, password or other identifier, whether chosen by You or provided by Demyst, at any time, in its sole discretion for any or no reason.
You may use the Platform and any Content accessed through the Platform for internal Evaluation Purposes only. “Evaluation Purposes” is defined as creation and/or optimization of models, workflows, heuristics, scores, or other analytics solely for the purpose of determining whether and how to make a decision about deploying a use case or using Content for commercial purposes with Demyst. For the avoidance of doubt, You may not make commercial decisions, for example including but not limited to: recommending products to end customers or making business decisions based on analysis of aggregated data, unless expressly permitted in a commercial agreement. You may also not onwardly transfer any data.
You agree to be bound by any further AT&C other terms, restrictions or conditions associated with each data source that are communicated to You in writing either prior to, or contemporaneously with delivery of the data, in whatever method communicated (e.g. email, notice in the Platform, click wrap, etc.).
Demyst at its sole discretion will provide You with a reasonable degree of support to assist in Evaluation Purposes, including but not limited to: creating data requests via chat, email, or call; following end to end business lifecycle including: data discovery, landscaping, and recommendation of data sources to solve a specific challenge; access to sample data sets and meta-data statistics; match/test data sourcing from You; data enrichment; data test quality report; configuration of ongoing subscription to data, either via batch subscription, streaming, or real-time API; Use Case enablement with data engineering, integration, reporting and project management for internal data access and ingestion.
Commercial use cases to be priced on a mutually agreed basis by agreement via a Commercial Order Form or equivalent.
Demyst is not a consumer reporting agency. You may use the Platform and Content to support Your own internal processes and decisions but may not deny any service or access to a service to a consumer based on the conclusions drawn therefrom. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b).
You shall not in connection with Your use of the Platform and all Content therein violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including without limitation those relating to data privacy, competition or antitrust. You may use the Platform and Content for evaluation purposes only. You may not use the Platform or Content for commercial purposes.
You shall not (and will not allow any third party to): (i) access, copy, reproduce or modify the Platform or Content (or any component thereof), (ii) rent, sell, lease or otherwise transfer the Platform or Content to, or use the Platform or Content for the benefit of any third party, (iii) reverse assemble, reverse compile or reverse engineer the Platform, or otherwise attempt to discover any of the source code or underlying ideas or algorithms of the Platform.
You shall not (and will not allow any third party to): (i) access, copy, reproduce or modify the Platform or Content (or any component thereof), (ii) rent, sell, lease or otherwise transfer the Platform or Content to, or use the Platform or Content for the benefit of any third party, (iii) reverse assemble, reverse compile or reverse engineer the Platform, or otherwise attempt to discover any of the source code or underlying ideas or algorithms of the Platform.
You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this website.
The term of the Services Agreement provided under this Services Agreement, and any automatic renewal thereof, will be ongoing unless and until terminated as provided below, or as otherwise set forth in an Agreement or as provided in the applicable AT&C.
Unless otherwise provided for in an Agreement or in the applicable AT&C, either party may terminate this Services Agreement upon 30 days prior written notice to the other party.
Upon Termination or non-renewal, Your license to access and use the Software Product(s) shall immediately cease, and You agree that all Content, including any derivative work, will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, You will provide a written confirmation of the destruction. Likewise, Demyst agrees that all Submitted Data and Return Data (both as defined below), will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, Demyst will provide a written confirmation of the destruction. The Demyst agreements with its Data Providers generally require equal or stricter destruction requirements imposed upon the Data Provider for Submitted Data. However, Demyst may retain a copy of the Submitted Data, derived information, tokens, transactional logs, and/or other information that is necessary to comply with Demyst’s regulatory requirements (i.e., CCPA).
In the event of termination the following clauses survive termination and remain in full force and effect: 6, 8, 9, 10, 12, 15, 17, 18, 21, any additional clause that by its nature should survive termination.
You hereby acknowledge that you have been notified and acknowledge that the agreements between Demyst and its data providers may require:
Fees, if any, will generally consist of an access charge and a per transaction charge, if any, which will be defined within the applicable AT&C. The Fees, payable solely in US Dollars unless otherwise specified in a separate Agreement, will be set forth in the applicable AT&C and/or the Platform, or as otherwise expressly provided for in an Agreement. Certain Content is provided at no charge, subject to the applicable AT&C. Any fixed committed fees shall be payable in advance upon acceptance of this Services Agreement and thereafter upon the first day of each renewal term. Additional fees, including but not limited to transactional fees associated with configured use cases, if any, will be invoiced monthly in arrears. All undisputed invoices shall be paid within thirty (30) days of receipt of such invoice. Disputed invoices shall be paid as follows: any non-disputed portion of a disputed invoice shall be paid as set forth in this Paragraph 9. The disputed portion of the invoice will be paid within fifteen (15) days of resolution of said dispute.
Any payment that is not paid when due will accrue interest monthly at one-and-a-half (1.5%) percent or such other lesser percentage that represents the maximum permitted under applicable law. For any undisputed fees that are not paid when due, Demyst reserves the right to suspend or terminate Your use of the Platform. You will be responsible for all collection costs and reasonable attorneys’ fees that Demyst incurs to collect any unpaid bills. Fees are nonrefundable.
Except for the limited license rights expressly provided herein, You acknowledge and agree that Demyst owns and retains all rights, title and interest in and to the Platform, and any related documentation or materials provided by Demyst. You also acknowledge and agree that You do not obtain any rights, title and/or interest in any Content. There are no ownership rights being conveyed to You under this Services Agreement and You acknowledge that You are obtaining only limited license rights to the Platform and Content hereunder.
You do not acquire any rights in the Platform or Content or any derivations of the Content, Platform, software, additions, enhancements etc. express or implied, other than those expressly granted in this Services Agreement and all rights not expressly granted to You are reserved by Demyst and Data Providers. You shall and hereby do irrevocably transfer and assign to Demyst all right, title and interest You may have in the foregoing to Demyst and Demyst hereby accepts such transfer. You grant Demyst a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any and all services, suggestion, enhancement request, recommendation, correction or other feedback provided by You or relating to the operation of the Platform or any other Demyst product existing from time to time.
In the course of utilizing the Platform, You may be required to upload batch files or run realtime transactions of input data (“Submitted Data”) to receive the enriched batch or transaction of data in return (“Return Data”). Demyst acknowledges and agrees that You own and retain all rights, title and interest in and to the Submitted Data, and any derivative work therein. You acknowledge, consent, and agree that Demyst may use, copy, transmit, distribute, store, modify, append, and cache Submitted Data that You store, integrate, or import in the Platform solely to the extent necessary for Demyst to provide the services contemplated herein. Demyst shall only disclose or provide the Submitted Data to Data Providers and other parties who need to access it in order to provide the services contemplated herein.
You represent, warrant and covenant to Demyst that all Submitted Data was rightfully and lawfully obtained by You, that You have a right to store, integrate or import the Submitted Data in the Platform and that, during the Term, such Submitted Data will continue to be used by You in accordance with applicable rights, laws, regulations and contractual obligations. Further, You represent and warrant that the Submitted Data You provide to Demyst does not infringe upon or violate any other party’s copyright, trademark, patent, privacy, publicity or other proprietary rights. You acknowledge and agree that you have all required rights to provide Submitted Data, including but not limited to necessary consent to use that data for any intended use case. You acknowledge and agree that all Content and Submitted Data that You access and/or produce through use of the Platform and Content and any decisions made based thereon are at Your own risk and You will be solely liable and responsible for any damage or losses to any party resulting therefrom.
Further, You represent and warrant that You will provide all reasonable assistance to allow Demyst to monitor and audit (upon reasonable notice) your compliance with the terms of this Services Agreement, Website Terms of Service, and any applicable AT&C.
If you access and/or receive de-identified and/or anonymized data, You further warrant and covenant that: a) You will prevent any and all actions aimed at or likely to result in or lead to the re-identification of involved data subject or the de-anonymization of anonymous individual entries contained in the data set. b) You will not make any attempts or take any actions to re-identify or de-anonymize the data. c) You will take all precautions, technical or otherwise, to prevent the unintentional re-identification or de-anonymization of the data subjects. d) You will not merge, or partially merge, the de-identified and/or anonymized data with any other data sets. e) You have implemented business processes to prevent inadvertent release of deidentified/anonymized data. f) If anonymized, individual attributes become de-anonymized, even when not the result of an intentional act, You are obligated to protect the privacy of the data subject and confidentiality of the data. You will also notify Demyst directly and immediately of the de-anonymization and the circumstances surrounding same.
Demyst has developed and maintains, and expects its Data Providers and You to maintain, a comprehensive best practices information security program that contains administrative, technical, and physical safeguards of non-public, personal information. The objectives are to ensure the security and confidentiality of such information, to protect against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information. You represent and warrant that You maintain such a comprehensive information security program based on a recognized information security framework such as ISO/IEC 27002:2013 or the National Institute for Standards and Technology (NIST) 800 Series Special Publications including, but not limited to, controls to ensure: a) data is encrypted in transit and at rest, b) logical access to data is appropriately restricted on a least privilege basis, c) systems that store, transmit, or process data are appropriately patched against vulnerabilities in a timely manner, d) systems that store, transmit, or process data are subject to appropriate physical and network access controls, e) suitable change management and secure development processes are in place, and f) employees who access or have the ability to impact the security of stored data receive appropriate information security training at time of hire and on an ongoing basis.
Both You and Demyst agree that in the event that either party becomes aware of any breach or compromise of the security, confidentiality or integrity of the Platform, Content and/or any personal information contained therein, or if such information was, or is reasonably believed to have been, acquired, and/or accessed by an unauthorized person (each, a “Security Breach”), Demyst and You shall as soon as reasonably practicable, but no later than twenty-four (24) hours after becoming aware of such Security Breach, notify the other party thereof and comply with all notification actions, and/or assist the other party with all required notification actions and/or as may be provided in any applicable AT&C.
The Platform and Content may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with Your access and use, You are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit Content or the Platform, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
The Platform is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services.” If You are a U.S. governmental entity, then You acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Platform and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Platform was developed fully at private expense and (iii) all other use of the Platform except in accordance with the license grant provided above is strictly prohibited.
The term “Confidential Information” shall mean all non-public information that either disclosing Party (“Discloser”) has furnished or is furnishing to the receiving Party (“Recipient”) and includes, but is not limited to the Discloser’s: (i) business plans, methods, and practices (including the services provided hereunder); (ii) personnel, customers, and suppliers; (iii) trade secrets and other proprietary rights; (iv) and other non-public information that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Recipient. The parties agree that all Confidential Information shall be kept in strict confidence, protected from unauthorized disclosure by reasonable security precautions, and shall be used only in the performance of the respective party’s obligations hereunder. Neither party shall disclose such Confidential Information, whether directly or indirectly, to any third party without the prior written approval of the other, and all Confidential Information of the Discloser that is disclosed to the Recipient shall remain the sole property of the Discloser (or its licensors).
Confidential Information shall not include information that can be established by contemporaneous, clear and convincing written evidence and that is: a) lawfully received free of restriction from another source having the right to provide Confidential Information; b) in the public domain through no fault of a Recipient; however, this exclusion does not apply to nonpublic personal information; c) at the time of disclosure to a Recipient by a Discloser was known to such Recipient to be free of restriction; however, this exclusion does not apply to nonpublic personal information; d) is independently developed by or on behalf of a Recipient without reference to or use of the affected Discloser’s Confidential Information; or e) a Discloser agrees in writing is free of such restrictions.
Recipient acknowledges that certain Confidential Information of Discloser may be deemed to be a trade secret (as that term is defined by the Uniform Trade Secrets Act) and the Recipient will protect such trade secret(s) for as long as, and to the extent that, such Confidential Information remains a trade secret. With respect to any Confidential information not deemed a trade secret, the Recipient’s obligations under this Agreement will expire three (3) years after the Recipient’s receipt of that Confidential Information.
The Platform and Content are provided “AS IS,” without warranties, conditions, representations, or guarantees of any kind, either express, implied, statutory, or otherwise, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality, title, non-infringement or fitness for a particular purpose. Demyst does not warrant the operation of its offerings will be uninterrupted or error free.
Supplementing those Limitation of Liability terms provided in the Website Terms of Service, Demyst’s collective liability shall be limited to the amount You paid during the preceding twelve (12) months to use the Platform and applicable Content. In no event will Demyst be liable for lost profits, loss of use, loss of revenue, loss of business, loss of reputation, loss of data, cost of procurement of substitute goods or services, or any special incidental, indirect, punitive or consequential damages, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise that arises under or in connection with this Services Agreement, Website Terms and Conditions or that results from the access to, use of, or the inability to access and/or use the Platform and/or Content; all the above, whether or not Demyst has been advised of the possibility of such damages. Demyst shall not be liable for any consequential, indirect, incidental, or special damages whatsoever, including without limitation, damages for loss of business profits, business interruption, loss of business information, and the like, incurred by the other party arising out of this Services Agreement, the Website Terms and Conditions, access and/or use of the Platform and/or the Content.
In all cases, Demyst shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Demyst’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
You agree and covenant to indemnify, defend, and hold harmless Demyst, its affiliates, its directors, officers, employees, agents, consultants, contractors, partners, and service providers from and against all liabilities, damages and costs (including attorneys’ fees and settlement costs) resulting from or in connection with any third party or governmental actual or threatened claim or investigation arising from access to and use of the Submitted Data, the infringement by You (or any third party using the Your account) of any intellectual property or other right of any person or entity, and/or a breach of Your obligations under this Services Agreement, the Website Terms and Conditions or any other Agreement between You and Demyst. For the avoidance of doubt, if You are a Data Partner or Data Provider Your vendor data is considered Submitted Data. Demyst reserves the right to restrict, in Demyst’s sole discretion, access and/or visibility of any data sources for any reason.
Both You and Demyst will at all times process PII (as defined below) in accordance with applicable law, including, but not limited to, only processing PII pursuant to obtaining all necessary data subject consents under the applicable law. Each Party shall assist the other in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing, or disclosure of PII. Each Party will maintain and will require its employees and any third-party data processors given access to any PII to maintain, appropriate physical, technical and organizational measures to protect the PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure, or access. For purposes of this Agreement, PII shall mean any information relating to an identified natural person or a natural person who can be identified directly or indirectly by means reasonably likely to be used by the controller of the information, or any other natural or legal person
Notices in the ordinary course of business can be sent by email to legal@demystdata.com. Extraordinary notice, including that of notice of termination or non-renewal, shall be sent by email and by hand delivery via a nationally recognized overnight courier service or certified mail (return receipt requested), to:
Demyst Data Ltd.
Attn: Legal Department
149 E. 23rd Street, Suite 2035
New York, NY 10010
Notices shall be effective upon receipt or when delivery is refused.
This Services Agreement and incorporated Website Terms of Service and, if applicable, an Agreement, supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the Privacy Policy) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.
This Services Agreement will be governed by and construed in accordance with the laws of the State of New York unless agreed within a separate Agreement, without regard to its conflict of laws rules. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to this Services Agreement or this Site shall be filed only in the federal or state courts sitting in New York.
There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Services Agreement. Demyst remedies are cumulative and not exclusive. Failure by either party to exercise any remedy or enforce any portion of the Services Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Services Agreement at any time thereafter.
This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.
If any part of this Services Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Services Agreement will remain in full force.