Datavalet Technologies Inc. and Datavalet International Inc. and their subsidiaries (together, “Datavalet”) provides certain services (“Services”) to its customers, including through the use of its proprietary Datavalet Platform. In connection with such Services, Datavalet provides access to and use of Dataview, its proprietary analytics, engagement and dashboarding tool (“Dataview”) to individual users designated by Datavalet’s customers. Datavalet’s customers are referred to herein as “Your organization”.
You may, on an occasional and irregular basis, include portions of the Materials for internal reporting purposes. You must include proximate to any excerpted portions all copyright, trademark and other notices from Dataview and/or the Materials, and attribute such portions to Datavalet. For greater certainty, You acknowledge and agree that the Materials and any associated Intellectual Property Rights belong to Datavalet. Please refer to the section entitled “Limited License” regarding the license granted to You.
You shall not share, disclose, transmit, or distribute in any other way (“Disclosure”) the Materials with any person outside of Your organization. Datavalet shall have the right to immediately terminate Your access to Dataview if it determines that any such Disclosure has taken place.
Your access to Dataview starts when Your organization designates you as an authorized user and will exist until terminated by Datavalet or Your organization.
Datavalet may, in its sole and absolute discretion, and with or without notice to Your organization, terminate these TOS and Your access to Dataview and the Materials for any conduct or use (whether such conduct or use is by You or by another person using Your login credentials) that Datavalet deems to be a violation of these TOS, or for any other conduct that Datavalet believes may be harmful to other users whether or not they are part of Your organization, or to its own interests.
Datavalet grants to Your organization a non-exclusive, perpetual, non-transferable, non-sublicensable, revocable, royalty-free, non-commercial and non-promotional license to Dataview and the Materials (the “License”) for its own internal purposes, and for the sole purpose of enabling You to access and use Dataview and the Materials as specified in, and in compliance with, these TOS. Your organization has designated You as an employee requiring access to and use of Dataview and the Materials based on Your role with Your organization, therefore the License covers Your access to and use of Dataview and the Materials. You must not share your login credentials with any other person for any purpose whatsoever.
You expressly acknowledge and agree that: (i) both Dataview and the Materials are protected by copyright, trademark, trade secrets, patents and/or other proprietary rights (“Intellectual Property Rights”), (ii) all interest in and title to Dataview and the Materials belong, and will continue to belong, solely and exclusively to Datavalet and where applicable, its licensors, and (iii) these Intellectual Property Rights are protected in all forms, media and technologies currently existing or that may be developed in the future.
The software that forms part of Dataview and the Materials may contain open-source software, which is distributed under many variations of open-source license terms (“Open-Source Software”). To the extent that any software forming part of Dataview contains any Open-Source Software, that Open-Source Software is licensed to Your organization under the relevant license terms of the applicable third-party licensor (“Open-Source License Terms”) and not under the terms of these TOS. You agree to be bound by such Open-Source License Terms, where applicable.
You understand and agree that any content You generate based on the Materials must comply with all applicable laws, including but not limited to laws that address human rights. You further understand and agree that it is Your responsibility, and the responsibility of Your organization, to ensure such compliance.
DATAVIEW AND THE MATERIALS ARE PROVIDED BY DATAVALET HEREUNDER ‘AS IS’ WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DATAVALET SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABLITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You will indemnify, defend and hold harmless Datavalet, its subsidiaries, affiliates and its and their respective directors, officers, employees, agents, licensors, vendors and contractors (“Datavalet Indemnified Parties”) against any third-party claim brought against the Datavalet Indemnified Parties by a third-party that arises from or is related to Your access to and/or use of Dataview and/or the Materials, or Your breach of any terms or conditions of these TOS.
To the fullest extent permitted by applicable law, Datavalet, its subsidiaries and affiliates and its and their respective directors officers, employees, agents, licensors, vendors and contractors (collectively, “Datavalet Related Parties”) will in no event be liable for any claims, charges, demands, damages, loses, expenses or other liabilities of whatever nature arsing from Your use or inability to use Dataview, or any information or content in the Materials, including, without limitation, any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss of income or profit, loss of or damage to property, claims of third parties, loss caused by Your reliance on any information or content in the Materials, or mistakes, omissions, interruptions, communications failures, deletion of files, errors, defects, viruses, trojan horses, delays in operation or transmission, or any failure of performance, or other losses of any kind related to Your use of Dataview or the Materials, even if Datavalet has been advised of the possibility of such damages or losses arising out of or in connection with the use of Dataview or the Materials.
You acknowledge and agree that Datavalet’s licensors may have additional and/or dissimilar limitation of liability provisions in respect of their intellectual property accessed through Dataview, and that such provisions will apply to such intellectual property.
You agree to comply with applicable export laws of Your country and of Canada and the United States of America (the “U.S.”). These TOS and Your use of Dataview and the Materials is subject to any laws, regulations, orders or other restrictions on export from Canada or the United States of America, as applicable to you, of certain materials and technical data which may be imposed from time to time by the Canadian or the U.S. Government, respectively. Therefore, You will not transfer, directly or indirectly, by electronic means or otherwise, any Materials or portions thereof to any country, or to any agent, representative, or foreign national of any country, for which the Canadian Government or the U.S. Government or any agency thereof, respectively, requires an export license or other governmental approval at the time of export without first obtaining such license or approval. Additionally, other restrictions may apply based on Your location and association.
If Your organization is incorporated within the United States of America, these TOS shall be governed by the laws of the State of Delaware without regard to its conflict of law principles. You agree that the courts of the State of Delaware shall have sole and exclusive jurisdiction over any action at law or in equity arising from Your use of Dataview, the Materials or these TOS.
If Your organization is incorporated within Canada or any other country (excluding, for greater certainty, the United States of America), these TOS shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to their respective conflict of law principles. You agree that the courts of the Province of Ontario shall have sole and exclusive jurisdiction over any action at law or in equity arising from Your use of Dataview, the Materials or these TOS.
No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United
Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
Datavalet reserves the right to revise these TOS. If Datavalet makes what it deems to be a material change to these TOS, it will provide You with reasonable prior notice by informing Your organization. Any material revisions will become effective on the date indicated in the notice, and all other revisions will become effective on the date they are published. Your access to and use of Dataview and/or the Materials after the effective day of any revisions will constitute Your acceptance of the revised TOS.
No failure or delay by Datavalet in exercising any right under these TOS will constitute a waiver of that right. No waiver under these TOS will be effective unless made in writing and signed by an authorized representative of Datavalet.
These TOS will be enforced to the fullest extent permitted under applicable law. Any provision of these TOS that is held by a court of competent jurisdiction to be contrary to applicable law will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these TOS will remain in effect.
You may not assign any of your rights to access or use Dataview or the Materials to any other persons within Your organization without prior consent from the appropriate person in Your organization. Datavalet may assign these TOS in their entirety (including all terms and conditions incorporated herein by reference), without Your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.