TERMS OF SERVICE | Dataform

TERMS OF SERVICE

Last Updated: 14 December 2020

1. ACCEPTANCE OF TERMS

1.1 Please read these Terms of Service (the "TOS") carefully before using the https://dataform.co website (the "Site") operated by Tada Science, Inc. ("Dataform"). By accessing or using the Service you, on behalf of Yourself or the entity/company You represent ("You"), agree to be bound by the TOS. If You are accepting on behalf an entity/company, You represent and warrant that: (i) You have full legal authority to bind that entity/company to the TOS; (ii) You have read and understand the TOS; and (iii) You agree, on behalf of the entity/company, to the TOS. If You disagree with any part of the TOS then You do not have permission to access the Service. Your access to and use of the Service is conditioned upon Your acceptance of and compliance with the TOS.

1.2 Dataform may modify the TOS at any time by posting such modification in the Service and providing You notice of such update, and any such modification shall automatically go into effect thirty (30) days after it is so posted. In the event that You do not agree to the terms of any such modification, Your sole remedy shall be to provide Dataform with written notice of Your objection and desire to terminate the TOS before the modifications go into effect, in which case the TOS shall terminate on the day before the modifications go into effect and Dataform shall refund to You an amount equal to a pro rata portion of any fees prepaid by You for the Service. By continuing to use the Service after any such modification goes into effect, You agree to the terms of any such modification.

2. DESCRIPTION OF SERVICE

2.1 The "Service" includes (a) the Site, (b) Dataform's business analytics services for monitoring Your internal and external data sources, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available by Dataform through (a) or (b) (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to the TOS.

2.2 Dataform does not own and shall not be responsible for Customer Data. You, not Dataform, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data.

3. CONDITIONS, ACCESS AND USE OF THE SERVICE

3.1 Subject to the TOS, You may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Dataform. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or any computers, networks, servers or accounts of third parties. You shall comply with any codes of conduct, policies or other notices Dataform provides You or publishes in connection with the Service, and You shall promptly notify Dataform if You learn of a security breach related to the Service. You will not use the Service in a manner that violates the terms and conditions of any third party application or other service.

3.2 Any software or agents that may be made available by Dataform in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the TOS, Dataform hereby grants You a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that You shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Dataform for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Dataform or any third party is granted to You in connection with the Service.

3.3 The failure of Dataform to exercise or enforce any right or provision of the TOS shall not be a waiver of that right. You acknowledge that the TOS is a contract between You and Dataform, even though it is electronic and is not physically signed by You and Dataform, and it governs Your use of the Service and takes the place of any prior agreements between You and Dataform.

4. ACCOUNT INFORMATION FROM THIRD PARTY SITES

4.1 Through the Service, You may direct Dataform to retrieve certain information maintained online by third party providers with which You have a customer relationship, maintain accounts or engage in transactions ("Account Information"). You agree to provide Your username, password and other log-in information and credentials necessary to access Your account with such providers ("Access Information"), and You hereby grant Dataform permission to use the Access Information and Account Information for the purposes contemplated by the TOS.

4.2 By using the Service and providing Your Access Information, You expressly authorize Dataform, on Your behalf as Your agent, to use Your Access Information to access and use Your Account Information maintained by identified third parties for the purposes of configuring the Service so that it is compatible with the third party sites for which You submit Account Information. Dataform is not acting as the agent of or on behalf of the third party. You represent and warrant that neither the foregoing (or anything else in the TOS) nor Your use of the Services will violate any agreement or terms to which You are subject, including without limitation, those with respect to any third party site. The manner in which such third party providers transmit, use, store and disclose Your Account Information is governed solely by the policies of such third parties, and Dataform shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, Dataform is not responsible for the accuracy, availability or reliability of any Account Information, data, information, content, services, advice or statements made available in connection with such third party services. Dataform is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party services, including without limitation (a) actions or the effect of actions that You authorize the Service to take with respect to third party services (such as database queries), (b) inaccurate or corrupted Account Information within the third party service, the Service or otherwise (c) reliance on calculations or visualizations provided by the Service or actions You take as a result of such calculations or visualizations, or (d) Dataform's categorization or classifications of Account Information on the Service.

4.3 Dataform does not guarantee that any such third party services will continue to be made available within the Service, and such services may be removed or disabled by Dataform at any time without notice to You. You acknowledge and agree that the Service may not be sponsored or endorsed by the third party services accessible through the Service.

5. YOUR DATA

5.1 Customer Data. Dataform will use Customer Data to provide the Service and any related support/professional services, as permitted by the TOS as otherwise instructed by You, and as permitted in Dataform’s privacy policy, located at www.dataform.co/privacy. You acknowledge and agree that in order to provide and/or improve the Service, Dataform may: (i) query, transform, process and otherwise access Customer Data that You store on Your servers or on a third-party service to which You facilitate our access via an application programming interface ("API") or other means; (ii) analyze Customer Data to determine which other products and services may be relevant to You and to inform the improvement and development of our products and services; and (iii) create derived metadata from such analysis. You shall have sole responsibility for the accuracy, quality, and legality of Customer Data.

5.2 Data Security. Dataform shall employ commercially reasonable physical, administrative, and technical safeguards to secure Customer Data from unauthorized use or disclosure. Some Customer Data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Unless Dataform has first agreed in writing to provide such additional required security measures, Dataform shall have no obligation to do so or any liability in connection therewith.

5.3 Processing Personal Data. If You are established in, or any of Customer Data contains the personal data of individuals, You authorize and instruct Dataform to process that personal data and Dataform will process any personal data within Customer Data in accordance with the following provisions in this Section 5.3:

  • (a) General. The terms "personal data", "data subject", "processing", "controller" and "processor" as used in this Section 5.3 have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
  • (b) Relationship of the Parties. You (the controller) appoints Dataform as a processor to process the Customer Data described in the TOS: (i) for the purposes described in the TOS, (ii) to the extent Dataform has a legitimate interest in processing personal data as part of its business operations, or (iii) with Your prior written consent (collectively the "Permitted Purpose"). Each party will comply with the obligations that apply to it under European Data Protection Law or Non-European Data Protection Law. If Dataform becomes aware that processing for the Permitted Purpose infringes European Data Protection Law or Non-European Data Protection Law, it will promptly inform You.
  • (c) Cooperation and Data Subjects' Rights. Dataform will provide reasonable and timely assistance to You (at Your expense) to enable You to respond to: (i) any request from a data subject to exercise any of its rights under European Data Protection Law or Non-European Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Customer Data. If any such request, correspondence, enquiry or complaint is made directly to Dataform, Dataform will promptly inform You providing full details of the same.
  • (d) Customer Data Deletion. Dataform will enable You to delete Customer Data in a manner consistent with the functionality of the Services. If You use the Services to delete any Customer Data during the applicable Term and that Customer Data cannot be recovered by You, this use will constitute an instruction to Dataform to delete the relevant Customer Data from Dataform’s systems in accordance with European Data Protection Law or Non-European Data Protection Law. Dataform will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage.
  • (e) Deletion on Account Termination. When Your Account is terminated, You instruct Dataform to delete all Customer Data (including existing copies) from Dataform's systems in accordance with applicable law. Dataform will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage.
  • (f) International Transfers. Dataform will not transfer personal data outside the European Economic Area unless it takes such measures as are necessary to provide adequate protection for such personal data consistent with the requirements of European Data Protection Law or Non-European Data Protection Law.
  • (g) Subprocessing. You consent to Dataform engaging Dataform affiliates and third party subprocessors (Annex 1) to process Customer Data for the Permitted Purpose provided that: (i) Dataform will maintain an up-to-date list of its sub-processors (Annex 1), which it will update with details of any change in subprocessors at least 30 days prior to any such change; and (ii) Dataform will impose data protection terms on any subprocessor it appoints as required to protect Customer Data to the standard required by the GDPR. You may object to Dataform's appointment or replacement of a subprocessor prior to its appointment or replacement. If You object, Your sole and exclusive remedy is to terminate the TOS (without prejudice to any fees incurred by You prior to termination).
  • (h) Data Protection Impact Assessment. Dataform will provide reasonable cooperation to You (at Your expense) in connection with any data protection impact assessment that You may be required to perform under European Data Protection Law or Non-European Data Protection Law.
  • (i) Security in Dataform-Managed Deployments. In deployments where Dataform manages the software hosting environment, Dataform shall implement procedural, technical, and administrative safeguards designed to: (i) protect from accidental or unlawful destruction of Customer Data in storage, and in transit between Your databases and the hosting environment; and (ii) protect against any loss, alteration, unauthorized disclosure of or access to Customer Data.
  • (j) Your Security Responsibilities. You are responsible for security relating to Your environment and databases and security relating to Customer Data. This includes implementing and managing procedural, technical, and administrative safeguards on its software and networks sufficient to: (i) ensure the confidentiality, security, integrity, and privacy of Customer Data in transit, at rest, and in storage; (ii) protect against any anticipated threats or hazards to the security and integrity of Customer Data; and (iii) protect against any unauthorized processing, loss, use, disclosure or acquisition of or access to Customer Data. Notwithstanding any other provision, Dataform will have no obligations or liability as to any damage, breach or loss resulting from: (A) Your environment, databases, systems or software, or (B) Your security configuration or administration of the Service.
  • (k) Appropriate Permissioning. You are solely responsible for provisioning users on the Service, including: (i) methods of authenticating users (such as industry-standard secure username/password policies); (ii) restricting access by user or group, and from the database level down to the row or column level; (iii) managing admin privileges; (iv) deauthorizing personnel who no longer need access to the Service; (v) setting up any API usage in a secure way; and (vi) regularly auditing any public access links users create and restricting the permission to create public links, as necessary.
  • (l) Data Breach. If Dataform becomes aware of a Data Breach, Dataform shall inform You via email without undue delay. Dataform shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Data Breach and will keep You informed of all material developments in connection with the Data Breach. Dataform will provide reasonable information and cooperation to You so that You can fulfill any reporting obligations You may have under (and in accordance with the timescales required by) European Data Protection Law or Non-European Data Protection Law.
  • (m) Audit Rights. If European Data Protection Law applies to the processing of Your personal data, Dataform will allow You or an independent auditor appointed by You to conduct audits (including inspections) to verify Dataform’s compliance with its obligations under this Section 5.3. You must send any requests for audits to Dataform’s Data Protection Team.
  • (n) Data Protection Team. Dataform’s Data Protection Team can be contacted by Your administrators by providing a notice to Dataform as described in this TOS.

6. PAYMENT

To the extent the Service or any portion thereof is made available for any fee, You will be required to select a payment plan and provide Dataform information regarding Your credit card or other payment instrument. You represent and warrant to Dataform that such information is true and that You are authorized to use the payment instrument. You will promptly update Your account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. You agree to pay Dataform the amount that is specified in the payment plan in accordance with the terms of such plan and the TOS. You hereby authorize Dataform to bill Your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until You terminate Your account, and You further agree to pay any charges so incurred. If You dispute any charges You must let Dataform know within sixty (60) days after the date that Dataform invoices You. Dataform reserves the right to change Dataform's prices. If Dataform does, Dataform will provide notice of the change in email to You, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes Your agreement to pay the changed amount.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into the TOS, and (b) it will comply with all laws and regulations applicable to its provision, receipt, or use of the Service, as applicable. Additionally, You represent and warrant to Dataform that: (i) You own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in Your posting and other activities (and allow Dataform to perform its obligations) in connection with the Service without obtaining any further releases or consents; (ii) Your Content and other activities in connection with the Service, and Dataform's exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iii) You are eighteen (18) years of age or older.

8. TERMINATION

8.1 Termination for Convenience, Suspend Service, Inactivity. You have the right to terminate the TOS or Your account at any time in accordance with the procedures set forth on the Site for any reason. Dataform reserves the right to (a) modify or discontinue, temporarily or permanently, the Service (or any part thereof), (b) refuse any and all current and future use of the Service, (c) suspend or terminate Your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Dataform believes that You have violated this TOS, (d) terminate the TOS for convenience with thirty (30) days prior written notice to You, and (e) terminate the TOS or Your account if You have not accessed or used the Service for a period of sixty (60) consecutive calendar days. Dataform shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. Dataform will use good faith efforts to contact You to warn You prior to suspension or termination of Your account by Dataform.

8.2 Effects of Termination. Your Content on the Service (if any) will be permanently deleted by Dataform within 180 days of any termination of Your account or the TOS.

9. DISCLAIMER OF WARRANTIES

The Service is provided on an "as-is" and "as available" basis. Except as expressly provided for in the TOS, to the fullest extent permitted by applicable law, Dataform (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Service or Software, and (b) makes no representation about content or information accessible through the Service.

10. LIMITATION OF LIABILITY

10.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 10.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the TOS for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

10.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the TOS is limited to the greater of USD $10,000, or the amounts paid or payable by You for the twelve months before the event giving rise to Liability.

10.3 Unlimited Liabilities. Nothing in the TOS excludes or limits either party's Liability for:

  • (a) its fraud or fraudulent misrepresentation;
  • (b) its obligations under Section 11 (Indemnification);
  • (c) its infringement of the other party's Intellectual Property Rights;
  • (d) its payment obligations under the TOS; or
  • (e) matters for which liability cannot be excluded or limited under applicable law.

10.4 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these states, Dataform's liability will be limited to the greatest extent permitted by law.

11. INDEMNIFICATION

11.1 Dataform Indemnification Obligations. Dataform will defend You and Your Affiliates participating under the TOS ("Your Indemnified Parties") and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the Service infringes the third party's Intellectual Property Rights.

11.2 Your Indemnification Obligations. You will defend Dataform and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Data; or (b) Your use of the Service in breach of the TOS.

11.3 Exclusions. Sections 11.1 (Dataform Indemnification Obligations) and 11.2 (Your Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the TOS or (b) a combination of the indemnifying party's technology with materials not provided by the indemnifying party under the TOS, unless the combination is required by the TOS.

11.4 Conditions. Sections 11.1 (Dataform Indemnification Obligations) and 11.2 (Your Indemnification Obligations) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 11.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 11.1 (Dataform Indemnification Obligations) or 11.2 (Your Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

11.5 Sole Rights and Obligations. Without affecting either party's termination rights, this Section 11 (Indemnification) states the parties' sole and exclusive remedy under the TOS for any third-party allegations of Intellectual Property Rights infringement covered by this Section 11 (Indemnification).

12. MISCELLANEOUS

12.1 Notices. Dataform will provide notices under the TOS to You by sending an email to the email address You provided as part of accepting the TOS. You will provide notices under the TOS to Dataform by sending an email to team@dataform.co. Notice will be treated as received when the email is sent. You are responsible for keeping Your email address current throughout the Term.

12.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the TOS.

12.3 Publicity. You are permitted to state publicly that You are a customer of the Service. If You want to display Brand Features in connection with its use of the Service, You must obtain written permission from Dataform. Dataform or its Affiliates may include Your name or Brand Features in a list of customers using the Service, online or in promotional materials. Dataform or its Affiliates may also verbally reference You as a customer of the Service. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

12.4 Intellectual Property Rights; Feedback.

  • (a) Intellectual Property Rights. Except as expressly stated in this TOS, this TOS does not grant You any rights, implied or otherwise, to Dataform’s content, Services, technology or any of Dataform’s intellectual property. Dataform owns all Intellectual Property Rights in the Service and Software.
  • (b) Feedback. You may provide feedback or suggestions about the Service to Dataform. If You provide feedback or suggestions, then Dataform and its Affiliates may use that feedback or suggestion without restriction and without obligation to You.

12.5 Confidential Information.

  • (a) Obligations. The recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under the TOS, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this TOS.
  • (b) Required Disclosure. Notwithstanding any provision to the contrary in this TOS, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to (i) promptly notify the other party of such disclosure before disclosing and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could (A) result in a violation of Legal Process; (B) obstruct a governmental investigation; or (C) lead to death or serious physical harm to an individual.

12.6 Assignment. Neither party may assign any part of the TOS without the written consent of the other, except Dataform may assign the TOS or any portion thereof without written consent to an Affiliate where (a) the Affiliate has agreed in writing to be bound by the terms of the TOS, and (b) the Dataform has notified You of the assignment. Any other attempt to assign is void.

12.7 Change of Control. If You experience a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), You will give written notice to Dataform within 30 calendar days after the change of Control.

12.8 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

12.9 Subcontracting. Dataform may subcontract obligations under the TOS but will remain liable to You for any subcontracted obligations.

12.10 No Agency. The TOS does not create any agency, partnership, or joint venture between the parties.

12.11 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the TOS.

12.12 Severability. If any part of the TOS is invalid, illegal, or unenforceable, the rest of the TOS will remain in effect.

12.13 No Third-Party Beneficiaries. The TOS does not confer any benefits on any third party unless it expressly states that it does.

12.14 Equitable Relief. Nothing in the TOS will limit either party's ability to seek equitable relief.

12.15 U.S. Governing Law.

  • (a) For U.S. City, County, and State Government Entities. If You are a U.S. city, county, or state government entity, then the TOS will be silent regarding governing law and venue.
  • (b) For U.S. Federal Government Entities. If You are a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THE TOS OR THE SERVICE WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TOS OR THE SERVICE, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
  • (c) For All Other Entities. If You are not any entity stated in Section 12.15(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THE TOS OR THE SERVICE WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

12.16 Survival. The following Sections will survive expiration or termination of this TOS: Section 6 (Payment), Section 8.2 (Effects of Termination), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 12 (Miscellaneous).

12.17 Entire Agreement. The TOS sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the TOS, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in the TOS. The terms located at a URL referenced in the TOS are incorporated by reference into the TOS. Dataform may provide an updated URL in place of any URL in this TOS.

12.18 Headers. Headings and captions used in the TOS are for reference purposes only and will not have any effect on the interpretation of the TOS.

12.19 Export. Each party will comply with all applicable export control and sanctions laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

12.20 Definitions.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this TOS, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Your Confidential Information.

"Control" means control of greater than 50 percent of the voting rights or equity interests of a party.

"Customer Data" means any data, information or material that You, in the course of using the Service, submit directly, or authorize Dataform to retrieve or submit, to the Service.

"Data Breach" means a breach of Dataform’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data on systems managed by or otherwise controlled by Dataform.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"European Data Protection Law" means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

"European or National Law" means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Your personal data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Your personal data).

"GDPR" means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

"Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

"Non-European Data Protection Law" means data protection or privacy laws in force outside the European Economic Area, Switzerland and the UK.

"Term" means the duration of this TOS that begins on the date you accept the TOS and continues until the TOS or Your Account is terminated as stated in Section 8 (Termination).

"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

"UK GDPR" means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.

Annex 1 - List of Subprocessors

Subprocessor nameNature of subprocessingCountry
Auth0, Inc.AuthentificationUSA
Github, Inc.Repository of software code used to implement Dataform software deployments.USA
Google LLCHosting services for Dataform software deployments; business management; analyticsUSA
Intercom, Inc.Support chat services within the Dataform software; Email delivery serviceUSA
Segment.io, Inc.Event tracking for applications for service improvement and supportUSA