Effective April 4, 2016
ACCEPTANCE OF TERMS & CONDITIONS
Demyst Data Limited and its affiliated companies (together, “Demyst Data” or “we” and sometimes “us”) provide the websites www.demystdev.wpengine.com and demystdata.com (collectively, the “Website”) and the Demyst Data software and libraries (collectively referred to herein as the/our “Software” or the/our “Services”), subject to your agreement to and compliance with these Terms and Conditions (the “Terms”).
If you are using the Software and Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to indemnify you and Demyst Data for violations of these Terms. Nothing in these Terms will be deemed to confer any third-party rights or benefits. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OR ANY CONTENT ON THE SITE. BY ACCESSING THE WEBSITE OR ANY CONTENT ON THE WEBSITE, YOU AGREE TO BECOME BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS, THEN YOU MAY NOT ACCESS THE WEBSITE OR USE THE CONTENT OR ANY SOFTWARE OR SERVICES IN THE WEBSITE. OUR ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY US, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
THIS MIGHT NOT BE THE ONLY AGREEMENT YOU HAVE WITH US
These Terms do not alter the terms or conditions of any other agreement you may have with us for specific Software or Services. It is likely that you have entered into a separate licensing, pilot or services agreement with us. We refer to each of these as a “Separate Agreement.” The Separate Agreement shall take precedence if there is a conflict between those terms and these Terms, to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.
We reserve the right, at our sole discretion, to modify or replace the Terms at any time. If the alterations constitute a material change to the Terms, we will notify you by posting an announcement on the Website. What constitutes a “material change” will be determined at our sole discretion, in good faith and using common sense and reasonable judgment. You are responsible for reviewing and becoming familiar with any such modifications. Use of our Website by you following such notification constitutes your acceptance of the Terms as modified.
We use industry standard security measures and take reasonable system, process and administrative precautions to protect the security and integrity of email and other electronic communications that you may send to us. Despite all these precautions, no method of transmission over the Internet is entirely secure and we cannot guarantee the confidentiality or security of the electronic communications or its contents, even if there is a special note that a particular transmission is encrypted. You transmit such information at your own risk and you should decide very carefully which information you want to send us via any electronic communication.
In order to use our Website, you must have a valid account. To acquire an account for the Website, you must provide us with an electronic mail address and other information. You are responsible for maintaining the confidentiality of the access data for your account, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section. In consideration of use of the Website, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by our registration form, and (b) maintain and promptly update the registration information to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). We may, at our sole discretion, refuse to offer the Website to any person or entity and change its eligibility criteria at any time.
You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Website is revoked where these Terms are prohibited or to the extent offering, sale or provision of the Software or Services conflicts with any applicable law, rule or regulation.
As part of our Services, we may offer training, support and professional services to help you install, configure, optimize, tune and run computer programs, including for large scale data processing and analysis. We also develop, distribute and maintain proprietary software products for our customers. The Services may be provided by us or third-party service providers. We reserve the right to change any and all content contained in the Software or Services and to modify, suspend or discontinue the Software, Services or any features or functionality of the Services at any time without notice and without obligation or liability to you.
You will not violate any law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while on the Website. You will not do, and will not allow or authorize any third party to do, any of the following:
- Use the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website, or that could damage, disable, overburden or impair the functioning of the Website in any manner;
- Harvest or collect information about other users, including their email addresses, without their consent;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Website or to extract data;
- Reverse engineer any aspect of the Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services (except as otherwise expressly permitted by law);
- Use or attempt to use any account you are not authorized to use;
- Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose without our prior written consent;
- Develop any third-party applications that interact with the Website without our prior written consent;
- Use the Website for any illegal or unauthorized purpose or engage in, encourage or promote any activity that violates these Terms;
- Probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website.
YOUR OBLIGATIONS TO US
- You will upon request, provide all reasonable assistance to allow us to monitor and audit your compliance with these Terms, and to otherwise enable us to comply with our obligations to third party data providers.
- You will comply with all applicable laws and regulations, including but not limited to privacy and data protection laws when you use the platform services. You confirm that, when required, you have lawful consent from your customers and consumers to use their data.
- You acknowledge that some data sources require specific restrictions on use, and you agree to comply with any additional terms and conditions specified in any Separate Agreement.
- You understand and acknowledge that we are not a “consumer reporting agency” as defined under the Fair Credit Reporting Act, but a software conduit to data for your benefit.
- You will not disclose, nor permit any person to disclose, to any other person or entity any information we share and such information shall be considered Confidential Information, as defined in a Separate Agreement that you may have with us, and you will protect the Confidential Information with the same degree of care you use to safeguard your own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care.
- You will implement appropriate administrative, physical, technical and organizational measures, policies and procedures to protect the personal consumer information and the Confidential Information against accidental or unlawful destruction or accidental loss, unauthorized alteration, disclosure or access, and other unlawful forms of processing.
- You will take commercially reasonable measures to prevent unauthorized access to, or use of, such personal consumer information and the Confidential Information.
- You will maintain and enforce secure data destruction procedures to protect the security and confidentiality of all personal consumer information and Confidential Information as it is being disposed.
- You will immediately notify us in writing if you suspect, have reason to believe or receive confirmation that any personal consumer information or any Confidential Information is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person.
- You will comply with all applicable privacy and data protection laws which may apply to the storage or transmission of any personal consumer information and Confidential Information.
- You will comply with all requirements contained in any other Separate Agreement that you have entered into with us.
- You have the right to use the data you upload to Website for the permitted purposes and no other. You will permit us to access your uploaded data for the purpose of providing our Services to you.
CHILDREN UNDER THE AGE OF 13
By using the Website (and registering an account on the Website), you represent and warrant that you are at least 13 years of age, and no one under the age of 13 may use the Website.
CONTENT OWNERSHIP AND USAGE RIGHTS
We shall retain all worldwide rights in the intellectual property of the Software and Services and any content on the Website, including, but not limited to, trademarks, the “look and feel” of the Website, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content. You should assume that everything you read or see on the Website is copyrighted or otherwise protected and owned by us, or a third party who licensed the right to use such content to us. Unless otherwise expressly noted, nothing that you read or see on the Website or other site content, or any of the source code or HTML code that we use to generate the Website may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without our prior written consent, except as provided in the Terms, without prior written consent or otherwise permitted by relevant law.
USE OF SOFTWARE
Our Software is protected by our applicable copyright, patent or other intellectual property rights or the third-party licensor. You are permitted to use the Software for your legitimate internal business objectives related to your role as a contractor, partner, or current or prospective customer of ours.
You own and retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your data, your client’s or customer’s data, and any and all your products and services.
We own and retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Software and all modifications, enhancements and derivative works thereof including, without limitation, the Software, and all related inventions, know-how, scores, attributes, data delivery technology, modeling techniques, testing processes, designs, methodologies, software, flow charts, documentation, reports, specifications and all intellectual property rights relating to any of the foregoing, subject to your intellectual property ownership rights in and to any of your data included therein.
LIMITED LICENSE AND RESTRICTIONS
We grant to use, subject to all of the terms and conditions of any other Separate Agreement, a limited, revocable, non-exclusive, non-sublicensable, non-transferable license. You shall not (a) reproduce or modify the Software or Services, (b) rent, sell, lease or otherwise transfer the Software or Services to, or use the Software or Services for the benefit of any third party (c) reverse assemble, reverse compile or reverse engineer the Software or Services, or otherwise attempt to discover any of the source code or our underlying intellectual property.
REMEDIES FOR MISUSE
You agree that any unauthorized use of our Website or its contents or any breach of these Terms may cause immediate and irreparable harm for which money damages may not constitute an adequate remedy. You agree that we may, with or without cause, without prior notice, without liability to you and at our discretion, immediately terminate your access to this Website. You further agree that injunctive relief, in addition to any other remedies available, may be warranted in order to enforce these Terms. You further understand that unauthorized use of this Website may expose you to civil and criminal liability and that we may report violations of these Terms and to and cooperate fully with the appropriate law enforcement authorities concerning any violations hereof.
THIRD PARTY CONTENT
You may gain access through the Website to third party sites or data on the Internet. Third party sites are not within our supervision or control. Unless explicitly otherwise provided, we do not make any representation or warranty whatsoever about any third party site or data that is linked to our Website. We disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against us with respect to such sites and third party content.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable user content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You will indemnify and hold harmless Demyst Data, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorney’s fees and costs) from any claim or demand made by any third party due to or arising out of your access to or use of the Website or any content on the Website, violation of the Terms by you, or the infringement by you of any intellectual property or other right of any person or entity.
In no event shall we, our directors, officers, shareholders, employees, members, agents, consultants, contractors, partners, vendors or service providers (including, without limitation, hosting and telecommunications providers) be liable with respect to the Website for (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images or other intangibles; (c) damages for unauthorized use, non-performance of the Website, errors or omissions; or (d) damages related to downloading content. Our collective liability under this agreement shall be limited to five hundred United States Dollars. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply.
Diligent care has been taken in acquiring and providing the information included and posted on the Website. Nonetheless, we make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assume no responsibility for any errors or omissions therein. USER ACCESSES THIS WEBSITE AT HIS OR HER OWN RISK. THE WEBSITE AND ALL CONTENT ON THE WEBSITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT OR GUARANTEE THAT THE UNDERLYING DATABASES USED TO PROVIDE THE SOFTWARE OR SERVICES ARE COMPLETE, ACCURATE OR CORRECT AND, ACCORDINGLY, WE DO NOT REPRESENT OR WARRANT OR GUARANTEE THAT ANY INFORMATION PROVIDED BY US IS COMPLETE, ACCURATE OR CORRECT. WE NOR OUR, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM OUR NEGLIGENCE OR OMISSION, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS WEBSITE. IN NO EVENT WILL WE OR OUR AGENTS, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE WEBSITE.
TRADEMARKS AND TRADE NAMES
The company name, graphics, logos, designs, page headers, button icons, scripts, and other product and service names are the trademarks and trade names of Demyst Data. Demyst Data trademarks and trade names may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.
UNITED STATES GOVERNMENT RIGHTS
The Software 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 Software 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 Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited.
DMCA NOTICE OF INFRINGEMENT
We respect the intellectual property rights of others, and we expect users of our Website do the same.
If you believe that the use or display of any Content on the Website infringes any copyright that you own or control, please contact our designated agent for copyright claims at:
Demyst Data Ltd.
Attn: Legal Department, DMCA Notice Agent
28 West 25th Street, Level 9
New York, NY 10010
When providing notification of alleged infringement of a copyright that you own or control (“DMCA Notice”), please provide our designated agent the following information:
- A description of the copyrighted work that you claim has been infringed and a description of the infringing activity;
- A description of where the material that you claim is infringing is located, such as the URL where it is posted;
- Your name, address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your DMCA Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
Terms and the relationship between you and Demyst Data (including any dispute) shall be governed in all respects by the laws of the State of New York, United States of America, without regard to its conflict of law provisions.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
These Terms constitute the entire agreement between users of the Website and Demyst Data, and regarding the subject matter hereof. If you breach any term of the Terms, we may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Our remedies are cumulative and not exclusive. Our failure to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Users of this Website are responsible for compliance with all applicable regulations and laws.
Questions or comments about the Website may be directed to Demyst Data at the email address email@example.com. If you believe there is a violation of these Terms and you would like to report it to us, please direct the information to firstname.lastname@example.org. Any reports of violations you submit to us, including your identity, may not be kept confidential. In response to your report, we may take actions in accordance with these Terms or other applicable agreements between us and the alleged violator of the Terms, and may pursue other remedies available under all applicable local, state, federal or international laws, regulations, rules, orders and other requirements, now or hereafter in effect. However, we are under no obligation to respond to any reports we receive. Please note that a personal reply to reports you submit to us may not always be possible.