IMPORTANT – PLEASE READ CAREFULLY:
THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. BY PURCHASING A SUBSCRIPTION OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT PURCHASE A SUBSCRIPTION TO OR USE THE PLATFORM.
THE PLATFORM MAY INCLUDE COMPONENTS WHICH ARE OPEN SOURCED AND LICENSED FOR USE UNDER THE TERMS OF THE APPLICABLE OPEN SOURCE LICENSE. NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR RIGHTS UNDER AN OPEN SOURCE LICENSE.
"Agreement" means these Platform as a Service terms and conditions as updated from time to time. The latest version is available at www.dataspark.org/terms.
"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.
"Customer" means the business entity subscribing to or using the Platform.
“Documentation” means any documentation made available by the Provider describing the use and functionality of the Platform, as updated from time to time.
‘EULA’ means the end user license agreement which the Customer’s authorised users must accept in order to access and use the Platform as updated from time to time.
"Intellectual Property Rights" means patents, trademarks, trade secrets, copyrights, neighbouring, similar and equivalent rights, and all other proprietary rights associated with the Platform.
“Payment Schedule” means the schedule of Platform subscription options, pricing and payment details made available by the Provider as updated from time to time.
"Provider" means Dataspark, Inc.
"Subscription Fees" means the fees payable by the Customer for access to the Platform, as detailed in the Payment Schedule.
"User Data" means all data, content, and information submitted, stored, or processed by the Customer through the Platform.
Subject to compliance with this Agreement and payment of applicable fees, the Provider grants the Customer a non-exclusive, non-transferable right to access and use the Platform for internal business purposes only (including for gain) during the term of the Customer’s valid subscription to the Platform. The Customer shall not:
The Provider reserves the right to suspend or terminate access if the Customer breaches, or if the Provider has reasonable grounds to suspect a breach of, any provision of this Agreement. Access to and use of the Platform is permitted solely for use in the course of business, profession, or trade. Access for purely domestic or personal use or use by consumers is not permitted.
The Customer shall comply with all applicable laws, regulations, and industry standards when using the Platform. The Customer is responsible for all User Data and represents and warrants that it has all rights, licenses, and permissions required to provide such data to the Platform.
The Customer is responsible for maintaining the security of its account credentials and ensuring that only authorised users access the Platform. The Customer shall immediately notify the Provider if it becomes aware of any unauthorised access to or use of its account or the Platform.
Platform usage is subject to limits and usage restrictions as communicated by the Provider. Use beyond any limits included within the Subscription Fees may be chargeable separately, and the Customer agrees to pay any such additional charges in accordance with the Payment Schedule.
The Customer shall not upload or process any unlawful, offensive, or malicious content on the Platform. Additionally, the Customer shall ensure that any users accessing the Platform under its authority, through its subscription or using its account credentials, are either its employees or contractors and comply with both the EULA and the Customer’s obligations under this Agreement.
Where the Customer’s Subscription Fees are calculated on a per-seat basis, the Customer shall ensure that the number of its authorised users does not exceed its subscription limit and that account credentials are not shared. The Customer shall permit reasonable audit by the Provider to confirm compliance. If the Provider reasonably believes that the Customer has underpaid Subscription Fees, the Provider may charge an amount equivalent to the estimated underpayment, which the Customer agrees to pay on demand.
The Provider retains all ownership rights, title, and interest in and to the Platform, including all underlying software, the Documentation, and any other services provided by the Provider to the Customer.
The Customer retains ownership of all User Data submitted to the Platform. The Customer grants the Provider a limited license to use User Data solely for the purpose of providing the Platform’s services. Upon termination of this Agreement, the Provider will delete all User Data from its systems unless legally required to retain it.
The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any feedback provided by or on behalf of the Customer relating to the Platform. Additionally, the Customer grants the Provider a worldwide, royalty-free license to use its name, logo, trademarks, and other marks for promotional and marketing purposes, subject to prior written approval which shall not be unreasonably withheld.
Each party agrees to keep the other party’s Confidential Information secure and not disclose it to third parties, except as required by law or as expressly permitted by this Agreement or with the other party’s consent. Each party will use the other’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement.
A party may disclose the other’s Confidential Information to its professional advisers and contractors provided that such persons are bound by confidentiality obligations. The disclosing party remains responsible for any breaches by such advisers or contractors. These confidentiality obligations shall survive the termination or expiry of this Agreement.
The provisions of this clause are in addition to, and do not replace, a party’s obligations under applicable data protection laws. Where the Provider processes personal data as a data processor on behalf of the Customer (or as a sub-processor where the Customer is a data processor), the standard contractual clauses annexed to the 4 JUNE 2021 COMMISSION IMPLEMENTING DECISION on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 and Article 29(7) of Regulation (EU) 2018/1725 shall apply, with the following modifications: Clause 5 (Docking) shall not apply; in Clause 7.7(a) (Use of sub-processors), option 2 (General Written Authorisation) shall apply with a 14-day period; and where an option exists between Regulation (EU) 2016/679 and Regulation (EU) 2018/1725, Regulation (EU) 2016/679 shall prevail. The parties shall document any necessary variations in writing; if no variation is necessary, the annexed information shall apply.
The Customer shall pay Subscription Fees in accordance with the pricing plan selected and the Payment Schedule. All fees are exclusive of applicable taxes, for which the Customer is solely responsible.
All fees paid are non-refundable, and subscription quantities cannot be reduced during the subscription period unless otherwise specified in the Payment Schedule. Failure to pay Subscription Fees may result in suspension or termination of access to the Platform.
Subscriptions auto-renew in accordance with the Payment Schedule. The Customer authorizes the Provider and any third-party payment processor to charge the Customer’s designated payment method as per the Payment Schedule. The Provider may update the Payment Schedule from time to time with reasonable notice provided via the Platform. Any change in Subscription Fees will take effect from the next subscription period. Should the Customer terminate its subscription in accordance with this Agreement prior to the end of the current subscription period, it will not be charged any updated Subscription Fees.
The Provider aims to maintain a minimum uptime of 99.5%, excluding reasonable maintenance, migrations, and upgrades. Support inquiries will be addressed within commercially reasonable response times. The Customer’s sole remedy for dissatisfaction with service levels or support is to terminate its subscription in accordance with this Agreement and discontinue use of the Platform.
The Provider warrants that the Platform will perform substantially in accordance with the Documentation. Except for this express warranty, the Platform is provided “as-is” without any warranties, whether express, implied, or statutory, including warranties of merchantability or fitness for a particular purpose.
The Provider does not guarantee uninterrupted or error-free access to the Platform. It may update the Platform and the Documentation at its discretion. In cases where an update would materially and adversely affect the functionality of the Platform, the Provider will give reasonable notice (via messaging on the Platform), and such update will take effect from the next subscription period. A Customer terminating its subscription in accordance with this Agreement before the end of the current period will not be affected by such updates.
This Agreement will continue until all subscriptions have expired or been terminated. The Provider may suspend or terminate this Agreement if the Customer fails to pay Subscription Fees, breaches any provision of this Agreement, or poses a security risk to the Platform.
The Customer may terminate this Agreement by providing written notice to contact@dataspark.org, effective at the end of the current subscription period. The Provider reserves the right to suspend or terminate access to the Platform without incurring any liability if the Customer breaches any terms of this Agreement.
In this Agreement:
The Provider’s total liability shall not exceed the Subscription Fees paid by the Customer in the preceding 12 months. The Customer indemnifies the Provider against any losses arising from the misuse of the Platform, regulatory breaches, or third-party claims relating to User Data. Conversely, the Provider indemnifies the Customer for any court-awarded damages or settlement amounts resulting from claims that the use of the Platform, in accordance with this Agreement, infringes on third-party intellectual property rights, except to the extent such claims arise from the Customer’s combination of the Platform with non-Provider products or services.
Neither party shall be liable for any indirect, consequential, or incidental losses, including loss of profit, revenue, anticipated savings, contracts, data corruption, loss of use, goodwill, or wasted expenditure, even if advised of the possibility of such losses. Nothing in this Agreement limits or excludes liability that cannot be limited or excluded by law, or any liability under an express indemnity. A party shall not be liable under an indemnity unless the indemnified party provides written notice of a claim with reasonable detail, refrains from admitting liability or settling the claim without the indemnifier’s consent, grants the indemnifier control over the claim, and provides all necessary information and assistance.
Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, except for the Customer’s obligation to pay fees.
Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements. Each party acknowledges that it does not rely on any statement, representation, assurance, or warranty not explicitly set out in this Agreement.
Assignment: The Customer may not assign its rights under this Agreement without the prior written consent of the Provider.
Notices: All communications must be in writing (including email) and sent to the contact details provided on the Platform.
Waiver: Failure to enforce or delay in enforcing any provision of this Agreement shall not constitute a waiver of that provision.
Severance: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be deemed removed, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with one that achieves the intended commercial result.
Third Party Rights: No party other than those involved in this Agreement shall have any rights to enforce its terms.
This Agreement, including its construction and formation, shall be governed by the laws of England and Wales without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall first be resolved through good-faith negotiations between the parties. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Dataspark, Inc Data Processing Annex Information: Unless the parties record otherwise in writing, the following Annex Information applies for the purposes of the standard contractual clauses annexed to the 4 JUNE 2021 COMMISSION IMPLEMENTING DECISION on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 and Article 29(7) of Regulation (EU) 2018/1725.
By using DataSpark you agree to our terms and privacy policy
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