Demyst Data Terms of Service

SUBSCRIBER TERMS OF USE

Demyst Data deals in the business of data. Inherent with this business are special considerations and rules, both domestic and international, regarding the use, storage, destruction, and sharing of data.

Following are the Demyst subscriber terms and conditions (“Subscriber Terms and Conditions”); these terms and conditions are in addition to, and serve to supplement (except where expressly noted otherwise), the Website Terms of Service:

This Subscriber Terms and Conditions (also referred to herein as the “Services Agreement”) details the terms of a legal agreement between you (collectively, “You”, “Your” or “Client” or “End User”) and Demyst Data Ltd, also acting on behalf of its subsidiaries and affiliates, (collectively “Demyst”). By clicking Your assent below and/or through Your use of the Site and the Demyst proprietary software products (“Software Product(s)”, including the internal testing and evaluation Demyst Gateway™ and Demyst Labs™ platforms), You acknowledge and irrevocably represent that You have read and understood the Website Terms of Service and the Subscriber Terms of Use and You voluntarily and irrevocably accept and agree to be bound by the terms and conditions set forth therein. You also agree to comply with all laws and regulations applicable to the use of the Site and the Software Product(s). The Services Agreement shall become binding once you click through the agreement in the manner provided by Demyst Data (the “Effective Date”).

If You do not agree with the Subscriber Terms of Use, do not use the Software Product(s). If You, or the entity through which You were provided a log-in ID and password, subscribed to certain content or services found on this website by way of executing a written agreement, in the form of an addendum, order form or otherwise, (“Agreement”), then these Subscriber Terms of Use shall be supplemental to such Agreement, and to the extent varying terms exist, the terms in the Agreement shall prevail. By accessing the Software Product(s), You acknowledge that You have read and are bound by the Agreement (if You require a copy of the Agreement please contact Your company's contract administrator).

Demyst reserves the right to vary, amend, remove or add to the Subscriber Terms of Use at any time. Your Login following notification constitutes Your acceptance of the Subscriber Terms or Use as modified. If, at any time, You do not wish to accept the Subscriber Terms of Use, You must immediately cease to access or use the Software Product(s) and, unless otherwise expressly provided for in an Agreement, within 30 days, destroy all Content (“Content” as defined below).

After you Login to the Demyst Software Product(s), you will have access to preview the offerings provided by our participating third-party data providers (“Data Provider” or “Data Providers”). Per existing Demyst agreements with the Data Providers, certain Demyst subscription products and software product licenses are subject to vendor-specific, additional terms and conditions (the “AT&C”).

Should You decide to utilize one or more of our Data Providers offerings using our Software Product(s), You will then submit an order, and completion of the order is on the additional conditions of Your being approved as an authorized End User and Your acceptance of the applicable AT&C’s. Approval is subject to a review by a Demyst Support Team member to ensure security compliance.

1. 1. License
2. Demyst grants to You, and You hereby accept, a non-transferrable, non-exclusive, limited license, without any right to sublicense, during the Term (as defined below), to access and use the Software Product(s) and Content, solely for the Permitted Purposes (as defined below), and subject to any AT&C specific to the applicable Data Provider. For avoidance of doubt, Your use and this license shall be for internal test and evaluation purposes only, unless expressly provided otherwise in writing.
3. 2. Content
4. Content shall mean to include the intellectual property associated with the Software Product(s), including any documentation and updates, and that provided by third party licensors (the “Data Providers”), including appended returns and any derivative work thereof. Demyst disclaims any responsibility, and makes no representations or warranties, as to the accuracy, timeliness or completeness of the Content provided by Data Providers.
5. 3. Log In
6. When You sign up to use the Software Product(s), You will be asked to create an account and establish a password. You are entirely responsible for maintaining the confidentiality of Your password and You are entirely and solely responsible for all activity made by You or anyone You allow to use Your account. You agree to safeguard Your account password from access by others, and to reimburse Demyst for any direct losses incurred as a result of a breach of this Section 3. You agree to maintain and promptly update the registration information to keep it accurate and complete. Demyst has the right to disable any user name, password or other identifier, whether chosen by You or provided by Demyst, at any time, in its sole discretion for any or no reason.
7. 4. Permitted Uses
8. Internal testing and evaluation only, or as otherwise expressly provided for in an Agreement or in the applicable AT&C.
9. 5. Term
10. The term of the Services Agreement provided under this Subscriber Terms of Use, and any automatic renewal thereof, will be for reoccurring periods of one (1) year, unless terminated as provided below, or as otherwise set forth in an Agreement or as provided in the applicable AT&C.
11. 6. Termination; Data Destruction
12. Unless otherwise provided for in an Agreement or in the applicable AT&C, either party may terminate this Services Agreement upon 90 days prior written notice before the end of the initial term or anniversary date of a renewal term.
13. Upon Termination or non-renewal, Your license to access and use the Software Product(s) shall immediately cease, and You agree that all Content, including any derivative work, will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, You will provide a written confirmation of the destruction. Likewise, Demyst agrees that all Submitted Data and Return Data (both as defined below), will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, Demyst will provide a written confirmation of the destruction. The Demyst agreements with its Data Providers generally require equal or stricter destruction requirements imposed upon the Data Provider for Submitted Data.
14. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE BEEN NOTIFIED AND ACKNOWLEDGE THAT THE AGREEMENTS BETWEEN DEMSYT AND ITS DATA PROVIDERS MAY REQUIRE:
1. 1) THAT, IN THE COURSE OF PERFORMANCE, THE SUBMITTED DATA MAY BE TRANSFERRED AND RESIDE IN THE DATA PROVIDER SERVERS TEMPORARILY; AND
2. 2) THAT DEMYST PUT ITS END USERS ON NOTICE OF THEIR DESTRUCTION REQUIREMENTS FOR BOTH SUBMITTED DATA AND RETURN DATA, INCLUDING ANY DERIVATIVE WORK, FOLLOWING A TERMINATION OR NON-RENEWAL.
15. 7. Restriction on Use
16. Demyst is not a consumer reporting agency. You may use the Software Product(s) and Content to support Your own internal processes and decisions, but may not deny any service or access to a service to a consumer based on the conclusions drawn therefrom. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b). You shall not in connection with Your use of the Software Product(s) and all Content therein violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including without limitation those relating to data privacy, competition or antitrust.
17. You shall not (and will not allow any third party to): (i) copy, reproduce or modify the Software Product(s) or Content (or any component thereof), (ii) rent, sell, lease or otherwise transfer the Software Product(s) or Content to, or use the Software Product(s) or Content for the benefit of any third party, (iii) reverse assemble, reverse compile or reverse engineer the Software Product(s), or otherwise attempt to discover any of the source code or underlying ideas or algorithms of the Software Product(s).
18. You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Software Product(s) or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Software Product(s) or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this website.
19. 8. Fees
20. Fees will generally consist of an annual access charge and a per use returned data charge. The Fees, payable solely in US Dollars, will be set forth in the applicable AT&C, or as otherwise expressly provided for in an Agreement. Certain Content is provided at no charge, subject to the applicable AT&C.
21. You agree to pay all amounts invoiced within thirty (30) days of receipt of invoice. Any payment that is not paid when due will accrue interest monthly at one (1) percent or such other lesser percentage that represents the maximum permitted under applicable law. For any undisputed fees that are not paid when due, Demyst reserves the right to suspend or terminate Your use of the Software Product(s). You will be responsible for all collection costs and reasonable attorneys’ fees that Demyst incurs to collect any unpaid bills. Fees are nonrefundable
22. 9. Intellectual Property
23. Except for the limited license rights expressly provided herein, You acknowledge and agree that Demyst owns and retains all rights, title and interest in and to the Software Product(s), and any related documentation or materials provided by Demyst. There are no ownership rights being conveyed to You under this Subscriber Terms of Use and You acknowledge that You are obtaining only limited license rights to the Software Product(s) hereunder.
24. In the course of utilizing the Software Product(s), You may be required to upload .csv input files (“Submitted Data”) to receive the enriched batch of data in return (“Return Data”). Demyst acknowledges and agrees that You own and retain all rights, title and interest in and to the Submitted Data, and any derivative work therein. You acknowledge and agree that Demyst may use, copy, transmit, distribute, store, modify, append, and cache Submitted Data that You store, integrate, or import in the Software Product(s) solely to the extent necessary for Demyst to provide the services contemplated herein. Demyst shall only disclose or provide the Submitted Data to Data Providers and other parties who need to access it in order to provide the services contemplated herein.
25. You represent, warrant and covenant to Demyst that all Submitted Data was rightfully and lawfully obtained by You, that You have a right to store, integrate or import the Submitted Data in the Software Product(s), and that, during the Term, such Submitted Data will continue to be used by You in accordance with applicable rights, laws, regulations and contractual obligations. Further, You represent and warrant that the Submitted Data You provide to Demyst does not infringe upon or violate any other party’s copyright, trademark, patent, privacy, publicity or other proprietary rights. Further, You represent and warrant that You will provide all reasonable assistance to allow Demyst to monitor and audit (upon reasonable notice) your compliance with the terms of this Subscriber Terms of Use, Website Terms of Service, and any applicable AT&C.
26. 10. Data Security
27. Demyst has developed and maintains, and expects its Data Providers and End User to maintain, a comprehensive information security program that contains administrative, technical, and physical safeguards of non-public, personal information. The objectives are to insure the security and confidentiality of such information, to protect against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information. You represent and warrant that You maintain such a comprehensive information security program.
28. 11. Data Breach
29. You agree that in the event that You become aware of any breach or compromise of the security, confidentiality or integrity of the Content and/or any personal information contained therein, or if such information was, or is reasonably believed to have been, acquired, and/or accessed by an unauthorized person (each, a “Security Breach”), You shall as soon as reasonably practicable, but no later than twenty-four (24) hours after becoming aware of such Security Breach, notify Demyst thereof and comply with all notification actions, and/or assist Demyst with all notification actions required by Demyst and/or as may be provided in any applicable AT&C.
30. 12. Export, Re-Export of Data
31. The Software Product(s) and Content may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with Your access and use, You are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit Content or the Software Product(s), except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
32. 13. United States Government Rights
33. The Software Product(s) are a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services.” If You are a U.S. governmental entity, then You acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited.
34. 14. Confidentiality
35. The term “Confidential Information” shall mean all non-public information that either disclosing Party (“Discloser”) has furnished or is furnishing to the receiving Party (“Recipient”) and includes, but is not limited to the Discloser’s: (i) business plans, methods, and practices (including the services provided hereunder); (ii) personnel, customers, and suppliers; (iii) trade secrets and other proprietary rights; (iv) and other non-public information that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Recipient. The parties agree that all Confidential Information shall be kept in strict confidence, protected from unauthorized disclosure by reasonable security precautions, and shall be used only in the performance of the respective party’s obligations hereunder. Neither party shall disclose such Confidential Information, whether directly or indirectly, to any third party without the prior written approval of the other, and all Confidential Information of the Discloser that is disclosed to the Recipient shall remain the sole property of the Discloser (or its licensors).
36. Confidential Information shall not include information that can be established by contemporaneous, clear and convincing written evidence and that is: a) lawfully received free of restriction from another source having the right to provide Confidential Information; b) in the public domain through no fault of a Recipient; however, this exclusion does not apply to nonpublic personal information; c) at the time of disclosure to a Recipient by a Discloser was known to such Recipient to be free of restriction; however, this exclusion does not apply to nonpublic personal information; d) is independently developed by or on behalf of a Recipient without reference to or use of the affected Discloser's Confidential Information; or e) a Discloser agrees in writing is free of such restrictions.
37. Recipient acknowledges that certain Confidential Information of Discloser may be deemed to be a trade secret (as that term is defined by the Uniform Trade Secrets Act) and the Recipient will protect such trade secret(s) for as long as, and to the extent that, such Confidential Information remains a trade secret. With respect to any Confidential information not deemed a trade secret, the Recipient’s obligations under this Agreement will expire three (3) years after the Recipient’s receipt of that Confidential Information.
38. 15. Warranties
39. The Software Product(s) and Content are provided “AS IS,” without warranties, conditions, representations, or guarantees of any kind, either express, implied, statutory, or otherwise, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality, title, non-infringement or fitness for a particular purpose. Demyst does not warrant the operation of its offerings will be uninterrupted or error free.
40. 16. Limitation of Liability
41. Supplementing those Limitation of Liability terms provided in the Website Terms of Service, Demyst’s collective liability shall be limited to the amount You paid during the preceding twelve (12) months to use the Software Product(s) and applicable Content. In all cases, Demyst shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Demyst’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
42. 17. Indemnification
43. You agree and covenant to indemnify, defend, and hold harmless Demyst, its affiliates, its directors, officers, employees, agents, consultants, contractors, partners, and service providers from and against all liabilities, damages and costs (including attorneys’ fees and settlement costs) resulting from any third party or governmental actual or threatened claim or investigation arising from access to and use of the Submitted Data, or the infringement by You (or any third party using the Your account) of any intellectual property or other right of any person or entity.
44. 18. Notice
45. Notices in the ordinary course of business can be sent by email to legal@demystdata.com. Extraordinary notice, including that of notice of termination or non-renewal, shall be sent by hand delivery, nationally recognized overnight courier service, or certified mail (return receipt requested), to:
    Demyst Data Ltd.
    Attn: Legal Department
    28 West 25th Street, 9th Floor
    New York, NY 10010
    
    Notices shall be effective upon receipt or when delivery is refused.
46. 19. Integration
47. This Subscriber Terms of Use, including its Services Agreement, and incorporated Website Terms of Service and, if applicable, an Agreement, supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the Privacy Policy) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.
48. 20. Governing Law
49. These Subscriber Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these Subscriber Terms of Use or this Site shall be filed only in the federal or state courts sitting in New York.
50. 21. Miscellaneous
51. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Subscriber Terms of Use. Demyst remedies are cumulative and not exclusive. Failure by either party to exercise any remedy or enforce any portion of the Subscriber Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Subscriber Terms of Use at any time thereafter.