Last Revision – [1/23/19] Note! You are concluding a Legally Binding Agreement.
DAtAnchor, Inc., located at 629 North High Street, 4th Floor, Columbus, OH 43215 (“us”, “we”, “our,” or “DAtAnchor”) operates the DAtAnchor software, mobile application and any related services (collectively, the “Services”).
1. Basic Terms
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you are over 18 years of age and can form a binding contract with DAtAnchor and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Please contact us if you are aware that a person under 18 is using the Services. If you are accepting the Agreement and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The form, nature and features of the Services are provided on the www.datanchor.net webpage and any applicable Subscription Agreement and are subject to change at DAtAnchor’s sole discretion.
You acknowledge that you are required to maintain a DAtAnchor subscription in good standing to access and use the Services. The terms of your DAtAnchor subscription are provided in an applicable Subscription Agreement. If DAtAnchor terminates your subscription because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and to be aware of how to protect your credentials from phishing scams or other attempts to compromise your credentials. DAtAnchor cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are expressly prohibited from sharing your password or credentials with a third party or otherwise granting a third party access to access or use the Services on your account.
4. Your License To Use The Services
DAtAnchor grants you a personal, worldwide, non-assignable and non-exclusive limited right and license to use the Software solely in connection with the Services and subject to the terms and conditions of this Agreement. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services, in the manner permitted by these Terms and any applicable Subscription Agreement. Upon termination of this Agreement for any reason, any right to access or use the Software shall immediately terminate.
You acknowledge that your access to and use of the Services may be suspended from time to time for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including power outages, system failures or other interruptions. DAtAnchor is also entitled, without any liability, to suspend access to any portion or all of the Services for scheduled downtime to conduct maintenance or make other modifications to the Services or to respond to any other event that, in the sole discretion of DAtAnchor may create a risk to the Services, the Software or any person or entity. DAtAnchor shall have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any suspension of Service.
5. DAtAnchor Rights
All right, title, and interest in and to the Services are and will remain the exclusive property of DAtAnchor and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. DAtAnchor reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding DAtAnchor, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
6. Restrictions On Use Of The Services
You shall not: (a) modify, distribute, or in any other way allow third parties to exploit the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Service’s source code; (c) transfer, rent, lease, lend, or sublicense the Services or allow a third party to do so; (d) access, tamper with, or use non-public areas of the technical delivery systems of DAtAnchor providers; (e) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by DAtAnchor (and only pursuant
to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with DAtAnchor (NOTE: scraping the Services without the prior consent of DAtAnchor is expressly prohibited); (f) forge any TCP/IP packet header or any part of the header information in any email, or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (g) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.
You shall promptly notify DAtAnchor of any suspected or alleged violation of this Agreement and will reasonably cooperate with DAtAnchor with respect to: (a) investigation by DAtAnchor of any suspected or alleged violation of this Agreement and (b) any action by DAtAnchor to enforce this Agreement.
In order to access and utilize the Software, you acknowledge that you must meet applicable minimum system requirements, including without limitation having an internet-connected device. For laptop and desktop computers to access the data, the supported operating system is Windows. For mobile smart devices, the supported operating systems are iOS and Android.
7. Ending These Terms
The Terms will continue to apply until terminated by either you or DAtAnchor as follows.
You may end your legal agreement with DAtAnchor at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at firstname.lastname@example.org.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable.
We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those sections you would expect to survive termination.
Nothing in this section shall affect DAtAnchor’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
8. Disclaimers, Limitations Of Liability and Indemnity
Please read this section carefully since it limits the liability of DAtAnchor and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “DAtAnchor Entities”). Each of the subsections below only applies up to the
maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, except as otherwise provided in this Section, DATANCHOR ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
DAtAnchor warrants that, if the Services are used correctly, any data that leaves your pre-established electronic boundary will be encrypted before leaving the boundary.
DAtAnchor makes no warranty and expressly disclaims all responsibility and liability for damages or losses that occur as a result of: (i) the loss or unauthorized use of your password or other account credentials; (ii) data that has not been properly protected by the Services; (iii) data that is stored in hardcopy or other physical format; (iv) data that has been screenshotted or otherwise printed or stored outside the protection of the Services; (v) your use or attempted use of the Services after notification that the Services or your access to the Services are permanently or temporarily disabled; and (iv) the Services not meeting your requirements, including without limitation, statutory data security requirements, or not being available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from DAtAnchor Entities or through the Services, will create any warranty not expressly made herein.
B. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DATANCHOR ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE DATANCHOR ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID DATANCHOR, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, AND TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE DATANCHOR ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the DAtAnchor Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) the failure of you or your employees or agents to comply with the Terms; (2) any activity in which you or your employees or agents engage on or through the Services; and (3) your use of third party data in violation of any statute, regulation or other right, including without limitation, the right to privacy.
9. GENERAL TERMS. Waiver and Severability
The failure of DAtAnchor to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
A. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Ohio without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Franklin County, Ohio, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
B. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at www.datanchor.net .If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 8 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
If you have any questions about these Terms, please contact us. Effective: [01/23/2019].