Terms & Conditions
Standard Terms & Conditions For DataContours
1. SALE: DataContour LLC ("DataContours") hereby offers for sale the goods and/or services on this website, and sale of any such goods and/or services shall be subject to the terms and conditions contained herein ("DataContours Standard Terms & Conditions), which supersede and replace all prior terms, conditions, proposals or quotations exchanged by DataContours and the Customer. Any additional or different terms already or hereafter proposed by Customer are objected to by DataContours without need of further notice of objection, and will not be binding upon DataContours unless specifically agreed to in writing signed by DataContours. In the event DataContours is not notified of Customer's acceptance within 30 days (or whichever date is shown on the face of this Quote as the expiration date), this Quote shall lapse and be considered null and void. However, notwithstanding the foregoing, Customer's acceptance of any service or shipment covered by this Quote shall conclusively constitute Customer's acceptance of the terms contained herein.
2. SERVICE: DataContours will provide access to the data identified under the "Deliverables" section above, along with all other data that DataContours provides, along with an environment and set of tools via the Internet ("Service Website") for capturing economic impact data sourced from third parties and the Customer; and providing the ability to access that data via outputs (the "Service").
3. SCOPE AND TERM: An Authorized User means any employee, agent or independent contractor of Customer that is authorized by Customer to access and use the Service; The maximum amount of data uploaded monthly means any data that is entered into the DataContours system by an Authorized User for the purposes of processing and storage.
4. LICENSE: Subject to the terms and provisions herein, DataContours hereby grants to Customer a nonexclusive, nontransferable license to do the following during the Term: enable Authorized User(s) to (a) access and use the Service Website solely for purposes of accessing the date indentified in the Quote, entering data, modifying data, or publishing data; and (b) viewing and managing the reports provided as part of the Service ("Reports"); and (c) install and use software tools ("Company Technology") provided to Customer by DataContours during the Term solely in connection with Customer's use of the Service. The Service, Service Website, and Company Technology involve valuable patent, copyright, trademark, trade secret or other intellectual property rights of DataContours and its suppliers. No title to or ownership of the Service, the Service Website, or the Company Technology, or any associated proprietary rights, is transferred to Customer.
(A) AVAILABILITY: DataContours will use commercially reasonable efforts to make the Service and Service Website available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which DataContours shall give at least 8 hours prior notice via the Service Website and/or by email) and which will be scheduled to the extent practicable during the weekend hours from 6:00pm Friday to 3:00am Monday, Pacific Time); or (b) any unavailability caused by circumstances beyond DataContours' reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving DataContours' employees), Internet service provider failures or delays, or denial of service attacks.
(B) CUSTOMER DATA: Customer grants to DataContours the nonexclusive right to use the materials, data and information ("Customer Data") provided by Customer in the course of using the Service. DataContours acquires no title or interest from Customer in or to such materials, data and information under this purchase, including any intellectual property rights therein. Customer Data will be removed from the system as specified in Section 5(F).
(C) DataContours RESPONSIBILITY FOR CUSTOMER DATA: DataContours will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. We will not (a) modify Customer Data; (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer; or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer's request in connection with customer support matters.
(D) SECURITY: DataContours will provide unique password(s) to Customer for use by Authorized Users in accessing and using the Service Website. DataContours will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service. However, DataContours does not control the transfer of data, including but not limited to Customer Data, over telecommunications facilities, including the Internet, and DataContours does not warrant secure operation of the Service or that such security technologies will be able to prevent third party disruptions of the Service.
(E) REPAIRS AND MODIFICATIONS: DataContours reserves the right from time to time to perform repairs or make modifications to the Service, Service Website and DataContours Technology and add or withdraw products or services therefrom and such repairs, modifications, additions and withdrawals may affect or limit Customer's usage of the same.
(F) REMOVAL OF CUSTOMER DATA. Upon termination for any reason and by either party, at any time during the Term and up to thirty (30) days following such termination and upon written request by the Customer, DataContours will permanently delete and destroy all of the Customer's data from the Service and Service Website. After such thirty (30) day period following such termination, DataContours will have no obligation to maintain or provide any Customer data and shall thereafter warrant the deletion and destruction of all Customer data in DataContours' possession. DataContours agrees that if it receives a request from any third-party, including any governmental agencies, in the form of a subpoena or other format, requesting access to or reproduction of Customer Data, or any other Customer Confidential Information, DataContours shall promptly inform Customer, as legally permissible, and cooperate with Customer in responding to the subpoena. To the extent any Customer Data is stored on a third-party server or storage device, DataContours warrants that the above protections relating to third-party requests for Customer Data will apply to such third-party servers or storage devices and their respective owners.
(A) CUSTOMER DATA: Customer is responsible for entering its Customer Data into the Service, and Customer shall be responsible for the maintenance of the Customer Data it supplies. Customer represents to DataContours that it will take commercially reasonable precautions against viruses, Trojan horses, and comparable elements being contained in the Customer Data which could harm the systems or software used by DataContours to provide Service.
(B) RESTRICTIONS AND LIMITATIONS: Customer will not directly or indirectly, (a) enable any personnel other than Authorized Users to access and use the Service Website or the DataContours Technology; (b) modify or create any derivative work based upon the Service Website or the DataContours Technology; (c) grant any sublicense or other rights to the Service Website or the Company Technology; (d) reverse engineer, disassemble or decompile any of the Company Technology or attempt to discover or recreate the source code to any Company Technology; or (e) engage in or permit any use, possession, knowledge, viewing, inspection, examination, copying, disclosure or other activity involving any of the Company Technology, the Service Website, or the Service that is not expressly authorized herein, or otherwise in writing by DataContours.
(C) COMPLIANCE WITH LICENSE: Customer will comply with the limits of the license herein. Customer will allow and enable DataContours to monitor such compliance, and to utilize information concerning Customer's use of the Service to improve the DataContours' products and services.
(D) REPORTS: Customer may use the Reports in connection with Services conducted on the Service Website, and without limitation except for the requirement that the Customer will preserve the DataContours legend and brand indicating the Reports are the result of utilizing the Service. (E) SECURITY: Customer is responsible for maintaining the confidentiality of password(s) provided by DataContours, and for all activities that occur under its password. Customer will immediately notify DataContours of any unauthorized use of its password(s) or any other breach of the Service Website security known to Customer.
7. CREDIT AND FINANCIAL CONDITION: If DataContours in its sole discretion does not approve Customer's credit, DataContours reserves the right to cancel the Service and/or any commitments to provide service or products. In the event of Customer's bankruptcy or insolvency or in the event any proceeding is brought against Customer, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, reserving any and all other rights, DataContours will be entitled to cancel any outstanding order during the period allowed for filing claims against the estate and will be paid for its cancellation charges.
8. PRICES: Prices are subject to change or withdrawal without notice. All products and services customized to the Customer's specifications which require deviations to the Service (or to any other products) are subject to an additional charge. Customer agrees that payment for the Service is neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by DataContours regarding future functionality or features.
9. TAXES: Unless otherwise specified, all prices are stated without any applicable excise, sales, use, value, added, or other tax imposed upon the production, sales and/or delivery of these products. Any such taxes, when applicable, will be charged as separate additional items on invoices, unless valid exemption certificates are in the possession of DataContours before the date of shipment.
10. PAYMENT: All orders are subject to approval of credit. All bills are due and payable in full prior to first use of the Service, unless prior approval of terms are made. Past due accounts will be subject to finance charges of 1-1/2% per month, 18% per annum on all overdue balances. If payment is not to be in cash, Customer will execute a financing statement, security agreement, lease, and any other documents reasonably requested by DataContours. In the event Customer fails to pay any amounts owed or otherwise breaches any term or provision herein, DataContours may, in addition to any other rights and remedies, suspend performance of the Service and restrict Customer's access to the Service Website without any liability to DataContours. In the event of suspension of performance of the Service or access restriction to the Service Website in accordance with the previous sentence, Customer will continue to be obligated to pay all amounts owed hereunder during such suspension until the breach is cured, all amounts are paid and the Service and access to the Service Website have been reinstated.
11. WARRANTIES: Customer warrants that it has validly entered into this purchase and the terms and conditions herein; and that it has the legal power to do so. DataContours warrants to Customer that the Service will be function and be available for use as set forth herein. As its entire liability and Customer's sole remedy, DataContours shall use commercially reasonable efforts to correct any Service that do not comply with the foregoing; provided Customer notifies DataContours of such noncompliance within ten (10) days of their experience of the issue ("Service Defect"). In the event that DataContours is not able to correct a Service Defect within thirty (30) days, Customer shall be entitled to terminate prior to the Term without penalty and receive a pro rata refund of any paid but unused fees and charges.
THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF DataContours AND THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF DataContours AND ALL OTHER RIGHTS, CLAIMS, AND REMEDIES OF CUSTOMER AGAINST DataContours, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY OR NONCONFORMITY IN ANY SERVICE, COMPANY TECHNOLOGY, REPORTS OR OTHER ITEMS OR SERVICES FURNISHED BY OR ON BEHALF OF DataContours, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) CLAIM OF INFRINGEMENT OR MISAPPROPRIATION; OR (D) CLAIM IN TORT (WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHER THEORY).
12. LIMITATIONS OF LIABILITY: (A) DataContours WILL NOT UNDER ANY CIRCUMSTANCES, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF OR DAMAGE TO ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS, ARISING OUT OF THE USE OF OR INABILITY TO USE DataContours PRODUCTS OR SERVICES, EVEN IF DataContours HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B) DataContours' LIABILITY ON ANY CLAIM OF ANY KIND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECTS OF THE PRODUCTS OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE SERVICE WHICH GIVES RISE TO THE CLAIM, AND NO CLAIM MAY BE BROUGHT AGAINST DataContours MORE THAN ONE YEAR AFTER ANY CAUSE OF ACTION ACCRUES.
13. GENERAL: No assignment, modification, amendment, rescission, waiver or other alteration or change will bind DataContours unless agreed to in a writing signed by DataContours. This document contains the entire understanding and agreement of the parties concerning the purchase and sale of the items in the Quote. Any proposal, negotiation, representation, or promise not contained or referenced herein will not bind DataContours.
14. NO INFRINGEMENTS: In no event shall DataContours be liable to third parties for damages of any type arising out of Customer's use of the Service. Customer furthermore represents and warrants to DataContours that any services performed by DataContours at Customer's request on material supplied by Customer, are not in violation or infringement of any person's statutory or common law copyright or other proprietary rights; and Customer agrees to indemnify DataContours from and against all liability, loss or damage, including reasonable counsel fees, resulting from a claimed violation or infringement of any person's proprietary rights or any litigation based thereon, or from Customer's use of the Service.
15. LAW: Customer expressly agrees that this contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This contract shall be interpreted and governed by the laws of the United States and the State of Washington. In the event a court of competent jurisdiction determines that the internal or domestic laws of the State of Washington cannot be applied, then the domestic or internal laws of another state located in the United States which bears a reasonable relationship to the transaction shall apply.
16. FORUM: The terms and conditions of this contract shall be adjudicated in the United States in a court in King County, WA.