Terms of Service
Last revision date: August 1, 2023
Please review these terms and conditions carefully.
These Terms of Service (“Terms”) form a legally binding agreement between DataGrade, Inc.(“DataGrade”, “we”, “us” and/or “our”) and you. DataGrade is a data supply chain analysis and optimization tool that automates technical documentation and provides automated operational processes. These Terms set out the terms and conditions pursuant to which you may access, use, and interact with the services provided by DataGrade by using our website, currently located at https://www.datagrade.com (the “Website”); our cloud-based privacy compliance and assessment platform (the “Platform”), and all associated content, features, functionalities, user interfaces, and applications we may offer (collectively, our “Services”).
BY USING OR ACCESSING OUR SERVICES IN ANY MANNER, YOU (OR THE LEGAL ENTITY YOUR REPRESENT (“CUSTOMER” OR “YOU”) ACCEPT THESE TERMS AS A BINDING CONTRACT AND CONFIRM THE FOLLOWING: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU ARE OF LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE TO FORM A BINDING CONTRACT WITH US; AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY ORGANIZATION ON WHOSE BEHALF YOU ARE ACTING. If you are unwilling or unable to be bound by these terms, navigate away from this page and do not use the Services in any way.
DataGrade and you are hereinafter referred to from time to time, individually as “Party” and collectively as “Parties.”
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTIONS 13 - 15 CAREFULLY, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTIONS 13 - 15 AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THESE TERMS.
- Accessing the Services
- General. You can browse our Website pursuant to these Terms. To access our Platform, you (or your employer) must enter into a Master Services Agreement or other similar agreement with us governing use of the Services (“Agreement”) and complete the registration process to create an account for the organization (“Client”) and each of the individual employees, contractors, or other individuals designated by the Client as an “Authorized User”. Notwithstanding anything to the contrary herein, in the event any agreement you or the individual or legal entity you represent may have with DataGrade regarding the Services conflicts with these Terms, that agreement (and not these Terms) will prevail with regard to the subject matter of that Agreement; otherwise these Terms will prevail.
- Accounts. As part of the registration process we will ask you to identify a username and password for your account. It is a condition of your use of the Services that any information you provide about yourself is accurate, current, and complete and that you maintain and promptly update such information to keep it accurate, current, and complete. We reserve the right, in our sole discretion, to refuse, suspend, or terminate your access to the Services upon discovery (or reasonable suspicion) that any information you have provided via the Services is not true, accurate, or complete, or otherwise violates these Terms. Except as otherwise required by applicable law, you are responsible for all activity that occurs via your account, whether or not authorized by you. It is your responsibility to maintain the confidentiality of your account and the information in your account. You may never use another person’s account and you may not provide another person with the credentials used to access your account. You must notify us immediately of an unauthorized use (or suspicion of unauthorized use) of your account credentials or your account, or any other breach of security related to your use of the Services. We will not be responsible for any liabilities, losses, or damages arising from or related to any unauthorized use of your account, regardless of whether you have notified us of such unauthorized use.
- Additional Terms and Policies. Any personal information collected by DataGrade in connection with your use of the Services will be governed by DataGrade’s Privacy Notice available here: [URL]. The DataGrade Privacy Notice forms an integral part of these Terms. By entering into these Terms and accessing or using the Services in any manner, you agree that DataGrade may collect and use personal information from and about you in accordance with such policy. You also agree to abide by any community guidelines or other rules of conduct we may issue or otherwise make available from time-to-time which, to the extent indicated as being mandatory in such policy, are hereby incorporated by reference and form an integral part of these Terms (collectively with the DataGrade Privacy Notice, “Company Policies”).
- Use of Services.
You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to, and will not assist, encourage, or enable others to use our Services as follows:
- For any commercial purpose, except as expressly permitted under these Terms or any applicable Agreement between you and us governing your use of the Services.
- For competitive analysis or to build competitive products.
- To violate any applicable national, regional, federal, state, local, or international law or regulation.
- In violation of these Terms or any other Company Policies posted by us on the Services.
- To reverse engineer any portion of the Services.
- To modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by DataGrade.
- To remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
- To record, process, harvest, collect, or mine information about other users.
- To access, retrieve, or index any portion of the Services for the purposes of constructing or populating a searchable database.
- To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
- To use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature.
- To use the Services to violate the security of any computer network, crack passwords, or security encryption codes.
- To remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
- To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
- To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- To otherwise attempt to interfere with the proper working of the Services.
- Suspension or Termination of Access.
If we determine (or reasonably believe) that you have breached the acceptable use terms set out in Section 2 above or (i) are using our Services for any unlawful purpose or deceptive purpose; (ii) pose a threat to us or our other users; or (iii) are violating the intellectual property rights of DataGrade or any third party, we reserve the right to suspend or permanently bar you from accessing our Services. We may further notify relevant third parties, including law enforcement as applicable. Unauthorized or other misuse of the Services may result in criminal and/or civil prosecution under federal, state, and local law or applicable regulations. If you become aware of misuse of our Services, please contact us at email@example.com.
- Intellectual Property Rights
- Services IP. Intellectual property rights, titles, and interests in and to all text, images, graphics, logos, button icons, photographs, video and audio files, data associated with the Websites and any other portion of the Services and the selection, arrangement, structure, coordination, and “look and feel thereof” as well as the DataGrade name and logo (the “Services IP”) belong to DataGrade or its affiliates or licensors. Unless otherwise expressly authorized herein or by DataGrade in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload the Services IP or any portion thereof.
- License to Services IP. Subject to your compliance with these Terms, DataGrade grants to you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Services solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by DataGrade and its affiliates and licensors.
- User Content. With respect to any content or other materials you upload through the Services or share with other users (“User Content’), you represent and warrant that you own all right, title, and interest in and to such content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violating any third party’s rights. You understand and agree that any liability, loss, or damage arising from or relating to any User Content that you post, upload, link to, or otherwise make available via the Services is solely your responsibility. By uploading User Content, you hereby grant DataGrade a non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute, store, modify, and otherwise use your User Content in any and all media, form, medium, technology, or distribution methods now known or later developed and for any and all purposes.
- Complaints and Copyright Takedown Requests. If you believe your intellectual property is being violated via our Services, please submit a complaint and request for takedown of specific material to firstname.lastname@example.org. Be sure to provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Website, the App, or any other location within the Services and the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please note that this procedure is exclusively for notifying DataGrade that your copyrighted material has been infringed. It may be advisable to contact an attorney regarding your rights and obligations under applicable laws. DataGrade reserves the right to limit access to the Website, the Platform, or any other portion of the Services for any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Feedback. You hereby assign to DataGrade all right, title, and interest in and to all suggestions, ideas, enhancement requests, feedback, recommendations, comments, or other information provided by you in connection with the Services (“Feedback”). For the avoidance of doubt, DataGrade shall have the full, unencumbered right to use, incorporate, and otherwise fully exercise and exploit such Feedback for any purpose commercial or otherwise, without notice, acknowledgement, or compensation to you.
- Marks. All names, logos, taglines, product and service names, designs, and slogans that appear on or in association with the Services (the “Marks”) are trademarks of DataGrade or its affiliates or licensors. You may not use the Marks without our prior written consent. All other names, brands, and marks that may appear in association with the Services remain the property of their respective owners and appear for identification purposes only.
- Changes to Services. We reserve the right to modify or discontinue the Services (or any part thereof) at any time. This includes the right to add or remove features or functionality or cease to support any individual component of the Services in our sole discretion. You agree that we will not have any liability to you for the foregoing actions. If you object to any such changes, your sole recourse is to stop using the Services. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes.
- Changes to Terms. To the extent allowed by law, we reserve the right, in our sole discretion to modify these Terms or our Company Policies at any time. You should review these Terms and our Company Policies regularly. If we make material changes, we will provide you with additional notice, such as posting a statement on our Website or sending an email notification to Clients and all Authorized Users with an active account. Your continued use of the Services on or after such changes have become effective constitutes acceptance of those changes, to the extent permitted by law. We will not have any liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse is to stop using our Website and Services.
- Links to Other Websites and Third-Party Content
- Consent to Receive Communications in Electronic Form
For all notices and communications relating to these Terms, you (i) consent to receive communications from us in electronic form via any email you may provide; and (ii) agree that these Terms (including all updates thereto), agreements, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.
We may also use your email address, if you provide one, to send you other messages, including to (i) respond to your requests, inquiries, comments, and suggestions; and (ii) to communicate with you about products, services, offers, promotions, and events we offer and provide news and information we think will be of interest to you. You can opt out of receiving our promotional communications at any time by following the instructions included in those communications or by contacting us at email@example.com.
- No Warranty
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING WITHOUT LIMITATION, ALL SERVICES MADE AVAILABLE VIA THE WEBSITES OR OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DATAGRADE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF SECURITY, OF ACCESSIBILITY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DATAGRADE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. DATAGRADE SHALL NOT BE LIABLE FOR DELAY OR FAIURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DATAGRADE’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
- Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DATAGRADE BE LIABLE FOR INJURY, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF DATAGRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGE, OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE. DATAGRADE ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH (I) ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICES INTEGRATED IN, LINKED TO, OR OTHERWISE ACCESSIBLE THROUGH THE SERVICES, (II) CONTENT POSTED BY ANY USER OR OTHER THIRD PARTY, OR (III) THE QUALITY OR CONDUCT OF ANY THIRD PARTY OR OTHER USER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES. IN NO EVENT SHALL DATAGRADE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You hereby agree to defend, indemnify, and hold DataGrade and its officers, directors, employees, agents and affiliates harmless from and against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees), arising from or in connection with the following: (i) your violation of applicable law(s) and/or regulations; (ii) your use of the Services or any part thereof, including uses in connection with Third-Party Services which violate the rights of any third party; and (iii) any violation or alleged violation of these Term by you.
You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services was obtained. In particular, but without limitation, the Services may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
- Applicable Law
Except to the extent expressly provided in the following paragraph, these Terms and the relationship between you and DataGrade shall be governed by the laws of the State New York, excluding its conflicts of law provisions. Any legal action or proceeding arising under these will be brought exclusively in the federal or state courts located in Manhattan, New York and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
- Dispute Resolution - Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM DATAGRADE. For any dispute with DataGrade arising from or related to the DataGrade Services, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that DataGrade has not been able to resolve a dispute it has with you after sixty (60) days, you and DataGrade agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York, New York, unless you and DataGrade agree otherwise. As an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in these Terms shall be deemed as preventing DataGrade from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of DataGrade’s data security, intellectual property rights, or other proprietary rights.
- Right to Opt Out of Arbitration
You may opt out of arbitration by notifying us in writing within thirty (30) days from the first date of your acceptance of these Terms. To opt out, you must send a written notification to us at DataGrade, Inc., 215 Maple Drive, Suite 73 Florence, CO 81226 Attention: Legal, that includes the following information: (i) your name, (ii) your address, (iii) your telephone number, (iv) your email address, and (v) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the thirty-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
If any provision of these Terms is found to be illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
- Limitation of Time to File Claims
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION, CLAIM OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
We may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms or the Company Policies without our prior written consent and any unauthorized assignment and delegation by you shall be void.
- Entire Agreement.
These Terms, together with the Company Policies, and any other terms applicable to your use of the Services, constitutes the entire agreement between you and DataGrade with respect to the Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.
- Contact Us.
If you have comments or questions or would like to report violations of these Terms, please contact us at email@example.com.