These terms govern your use of our website or services such as the DATATILE Platform (collectively, “Services”) and software that we include as part of the Services, including any applications, Content Files (defined below), scripts, instruction sets, and any related documentation (collectively “Software”). By using the Services or Software, you agree to these terms. If you have entered into another agreement with DATATILE Limited concerning specific Services or Software (e.g. License Agreement), then the terms of that agreement control where it conflicts with these terms.
1. General information
- 1.1. Choice of Law. Your relationship with DATATILE Limited, a Cyprus company, and the Services and Software are governed by the law of Cyprus.
- 1.3. Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content.
2. Use of Services
- 2.1. License. Subject to your compliance with respective License Agreement and the law, you may access and use the Services.
- 2.2. DATATILE Intellectual Property. We remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
3. Your Content
- 3.1. Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
- 3.2. Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user-driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.
- 3.3. Our Access. We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content using techniques such as machine learning. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
- 3.4. Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
4. User Conduct
- 4.1. Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:
- a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;
- b) enable or allow others to use the Service, Software, or content using your account information;
- c) access or attempt to access the Services by any means other than the interface we provided or authorized;
- d) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
- e) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
- f) attempt to disable, impair, or destroy the Services, software, or hardware;
- g) engage in chain letters, junk emails, pyramid schemes, spamming, or other unsolicited messages;
- h) use any data mining or similar data gathering and extraction methods in connection with the Services;
- i) violate applicable law.
5. Your Warranty and Indemnification Obligations
- 5.1 Warranty. By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
- 5.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
6. Disclaimers of Warranties
- 6.1 Unless otherwise stated in the separate License Agreement, executed between you and DATATILE Limited, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
- 6.2 Unless otherwise stated in the separate License Agreement, executed between you and DATATILE Limited, we specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
7. Limitation of Liability
- 7.1 Unless otherwise stated in the separate License Agreement, executed between you and DATATILE Limited, we are not liable to you or anyone else for (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those: (i) resulting from loss of use, data, or profits, whether or not foreseeable, (ii) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (iii) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct.
- 7.2 Our total liability in any matter arising out of or related to these terms is limited to the aggregate amount that you paid for access to the Service and Software during the three- month period preceding the event giving rise to the liability, multiplied by 1.1. rate. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
- 7.3 The limitations and exclusions in this Section 7 apply to the maximum extent permitted by law.
- 8.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
- 8.2 Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. We may, at any time, terminate your right to use and access the Services or Software if:
- a) you breach any provision of these terms or act in a manner that clearly shows you do not intend to or are unable to, comply with these terms;
- b) you fail to make the timely payment of fees for the Software or the Services if any;
- c) we are required to do so by law.
- 8.3 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
- 9.1. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
10. Export Control Laws
- 10.1. The Software, Services, content, and your use of the Software, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. You agree to comply with all the laws, restrictions, and regulations.
11. Dispute Resolution
- 11.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 50 days of submission, you or DATATILE must resolve any claims relating to these Terms, the Services, or the Software through final and binding arbitration.
- 11.2 Rules. The arbitration procedure with respect to the Services or Software shall be administrated by the courts of Cyprus under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
- 11.3 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
We may, no more than once every 12 months, upon seven 14 days’ prior notice to you, appoint our personnel or an independent third party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software or Services is in conformity with its valid licenses from DATATILE Limited. Additionally, you will provide us with all records and information requested by us in order to verify that its installation and use of any and all Software and Services is in conformity with your valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licenses, subscriptions, and any applicable back maintenance and support. If the underpaid fees exceed 3% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
- 14.1 English Version. The English version of these terms will be the version used when interpreting or construing these terms.
- 14.2 Notice to DATATILE. You may send the notices to us to at the following address: legal-notice(at)datatile.eu.
- 14.3 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
- 14.4 Non-Assignment. You may not assign or otherwise transfer these Terms or your rights and obligations under these Terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
- 14.5 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
- 14.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.