Terms of Service

THE SERVICE. Datum operates an online service, accessible through its website with a homepage at http://datum.xyz, including such subdomains and other websites and applications as Datum may designate from time to time (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included on or available through the Site (collectively with the Site, the “Service”), which Service allows users to efficiently manage data relating to real estate leases and related property information and to examine, search, analyze, and otherwise process such data and information.

APPLICABILITY. “You” as used herein means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Subscriber”), and (ii) individual employees or representatives of a Subscriber who access or use the Service as an authorized user of such Subscriber (an “Authorized User”). If you are a Subscriber, you are responsible for all acts and omissions of your Authorized Users with respect to the Service, and for ensuring the compliance of your Authorized Users with the provisions of these Terms. 

CHANGES TO THE TERMS. Datum reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting to the Service, unless otherwise specified in the updated Terms. Your continued access to and use of the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.

ACCESS TO THE SERVICE. Subject to Subscriber’s compliance with these Terms, Datum will provide Subscriber’s Authorized Users with access to and use of the Service, during Subscriber’s paid-up subscription term, solely for Subscriber’s internal business purposes and in accordance with Datum’s relevant user documentation. Your access to and use of the Service (and, if you are a Subscriber, any access or use by your Authorized Users) is subject to such limitations and restrictions as may be set forth in these Terms or in the relevant user documentation. Datum may suspend or terminate your access to the Service or any component thereof at any time and for any reason, including if Datum determines you have violated these Terms. We may modify, discontinue, or replace the Service or any portion thereof from time to time in our sole discretion and without prior notice to you.

USER ACCOUNTS. In order to access and use the Service or certain features thereof, you may be required to establish one or more Datum profiles and user accounts (each, a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account(s), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account(s), and you may not share your access credentials with any other individuals or permit any other individuals from accessing the Service through your User Account. You shall immediately notify Datum of any actual or suspected unauthorized access to or use of any of your User Accounts or any associated user IDs, passwords, or other credentials. You will cooperate fully with Datum and take all actions that Datum reasonably deems necessary to maintain or enhance the security of the Service or Datum’s computing systems and networks. Datum is not and shall not be deemed liable for any loss or damage to you or any third party arising from your failure to comply with this Section 5.

RESTRICTIONS. You agree to access and use the Service solely for Subscriber’s internal business purposes, in accordance with any Datum user documentation, and in accordance with all applicable laws. You shall not (and, if you are a Subscriber, shall ensure that your Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the  Service; (vi) access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) use the Service to transmit viruses or malicious code; or (xi) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law, any provision of these Terms, or any contractual obligations to third parties to which Subscriber is bound. 

SUBSCRIBER DATA.

Provision of Subscriber Data. In connection with and to facilitate Subscriber’s use of the Service, Subscriber may input, upload or otherwise submit to the Service, directly or through its Authorized Users, certain information, data, materials, or other content, including, without limitation, real property leases and other documentation relating to properties owned or managed by Subscriber (collectively, “Subscriber Data”). You understand and acknowledge that the ability of Subscriber and its Authorized Users to operate and utilize the Service is dependent upon Subscriber providing or making available to Datum all required Subscriber Data. All Subscriber Data must be provided or otherwise made accessible to Datum in such formats and by means of such procedures as may be approved by Datum from time to time. As between Subscriber and Datum, Subscriber is solely and exclusively responsible for providing and/or securing all authorizations, permissions, and access as may be necessary or helpful to facilitate Datum’s access to the Subscriber Data. You acknowledge and agree that Datum shall not be liable to you or to any third party for any failure, delay, or deficiency in the performance or the availability of the Service arising from (i) any system failure or technical deficiency on the part of Subscriber that prevents or limits access by Datum and the Service to Subscriber Data or other necessary Subscriber content, materials, data or information, or (ii) any failure by Subscriber to provide full, complete, and accurate Subscriber Data or other necessary Subscriber content, materials, data or information.

Data Restrictions. As between Subscriber and Datum, Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data. Subscriber will not, and will ensure that any Authorized Users do not, input, upload, or otherwise submit, directly or indirectly, any Subscriber Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Subscriber acknowledges that Subscriber Data may include or be comprised of personal information, financial information, or otherwise be subject to applicable data protection laws. By submitting, uploading, or otherwise making available any Subscriber Data to Datum and/or the Service, whether directly or through any Authorized User, Subscriber represents, warrants, and covenants to Datum that: (i) all such Subscriber Data has been collected, stored, and made available to Datum in accordance with all applicable laws, rules and regulations; and (ii) Subscriber has all necessary permissions, authorizations, licenses, and consents necessary to submit, upload, or otherwise make the Subscriber Data available to Datum and the Service (including, without limitation, all necessary consents from all applicable data subjects) and to permit Datum’s collection, storage, use, distribution, and other processing of such Subscriber Data in connection with its provision of the Service and for such other purposes as may be set forth herein. Datum makes no representations or warranties with respect to, and disclaims any responsibility or liability for, your Subscriber Data, and Subscriber will indemnify and hold harmless Datum from any liability, costs or losses arising out of or relating to the Subscriber Data and/or Subscriber’s or any Authorized User’s failure to comply with the provisions of this Section 7(b). 

Subscriber-Processed Data. The Service is designed to allow Subscriber and its Authorized Users to aggregate, examine, extract, manipulate, analyze, and otherwise process Subscriber Data. As between Datum and Subscriber, Subscriber is solely and exclusively responsible for all processing of Subscriber Data by Subscriber or its Authorized Users by means of the Service, for any products, results, or outputs generated by such processing (“Subscriber-Processed Data”), and for any use of or reliance on such Subscriber-Processed Data by Subscriber or any Authorized User. Datum has no control over, and makes no representations or warranties with respect to, the availability, accuracy, quality, or reliability of any Subscriber Data or Subscriber-Processed Data generated through Subscriber’s or its Authorized Users’ use of the Service, and Datum shall not have any responsibility or liability to Subscriber, any Authorized User, or any third party with respect to the same. You understand and acknowledge that any Subscriber-Processed Data you create through the Service is a function of your Subscriber Data and  the interaction of the same with certain artificial intelligence tools. Datum does not, and is not obligated to, monitor or review Subscriber-Processed Data, including, without limitation, to confirm its accuracy, legality, appropriateness, or otherwise, and Datum disclaims any responsibility for or obligation  with respect to Subscriber-Processed Data. Datum makes no representations or warranties whatsoever that any Subscriber-Processed Data is or will be (i) accurate, appropriate, or in compliance with applicable laws; (ii) unique to you and not substantially similar to any content generated by other users of the Service; or (iii) copyrightable or otherwise subject to legal ownership by you. As between you and Datum, you are solely and exclusively responsible for any Subscriber-Processed Data you create and for your use thereof, and for determining the legality, appropriateness, and suitability of the Subscriber-Processed Data, both independently and in the context of your intended use.

Data License. You acknowledge that for Datum to deliver the Service to high levels of quality, Datum requires the freedom to apply its algorithms, know-how and methodology.  Accordingly, and notwithstanding anything in these Terms to the contrary, Datum shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any data or other information that Datum learns, acquires, is provided, or obtains in connection with these Terms and its provision of the Service hereunder (including, without limitation, Subscriber Data, Subscriber-Processed Data, and performance and usage data with respect to your use of and interactions with the Service) within the scope of its regular business operations, including, without limitation, (i) developing, operating, training, and ensuring the integrity of our data sets, artificial intelligence models, algorithms and other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing, improving and conducting quality assurance testing with respect to our software and other products and services, (iii) conducting research studies, (vi) marketing, distributing, and otherwise making our products and services, including data analytics and insights, available to Datum’s customers and other third parties.

Data Storage. You agree and acknowledge that Datum is not a provider of data back-up, archiving, or data retention services. As between you and Datum, you are solely and exclusively responsible for the backing up, archiving, and retaining of all Subscriber Data, Subscriber-Processed Data, and any other of your information, data, or materials. Datum does not make any representations, warranties or guarantees that any Subscriber Data, Subscriber-Processed Data, or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. DATUM HAS NO OBLIGATION OR LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY SUBSCRIBER DATA, SUBSCRIBER-PROCESSED DATA, OR OTHER OF YOUR INFORMATION, DATA, OR MATERIALS THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICE. 

DATUM OBLIGATIONS You acknowledge and agree that Datum does not, nor is it obligated to, monitor or police any data, information, materials, or content (including Subscriber Data and Subscriber-Processed Data) transmitted through, posted to, or otherwise available or viewable on the Site or the Service, and Datum will not be responsible for such data, information, materials, or content (including Subscriber Data and Subscriber-Processed Data). Notwithstanding the foregoing, however, Datum may, at its option and in its sole discretion, monitor and review or remove or delete from the Site or the Service any data, information, materials, or content (including any Subscriber Data or Subscriber-Processed Data) that Datum determines violates these Terms in any manner, or that Datum otherwise determines is, or is likely to be, hazardous, objectionable, or exposes Datum or any of its licensors, service providers, or other users of the Service to risk of danger or liability.

TECHNICAL AND HARDWARE REQUIREMENTS. Your access to and use of the Service is dependent upon access to telecommunications and Internet services. You acknowledge that Datum is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the Service. Datum may terminate or restrict your access to any or all of the Service or to your User Account for any reason, including, without limitation, if Datum determines that you have violated any provision of these Terms. Any termination of these Terms is without prejudice to any rights or obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due from you as of the date of such termination, if any, and shall immediately cease to use the Service. 

SUBSCRIPTIONS AND FEES. 

Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Subscriber via the online check-out functionality on the Site (a “Subscription Plan”). We may modify, terminate, or replace any Subscription Plan from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective as to Subscriber and its Authorized Users until the end of Subscriber’s then-current subscription term. The scope of benefits available to Subscriber and its Authorized Users with respect to any Subscription Plan shall be as described or otherwise limited by the terms disclosed to Subscriber at the time of purchase of the Subscription Plan through the Site.      

Free Trials. Your subscription to the Service may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial. If you receive a Trial, you may only use those portions of the Service included in your Trial, only for the duration of that Trial, only in accordance with such quantity limitations or other restrictions as may be applicable to your Trial, and only for the purpose of evaluating the desirability of purchasing access to the Service. Upon the expiration of any Trial period, your access to the Service will cease, except where you have purchased and/or registered for a Subscription Plan in accordance with the terms hereof.

Subscription Fees. In consideration of Datum’s provision of the Service to Subscriber and its Authorized Users, Subscriber will pay to Datum all fees and other amounts applicable to its Subscription Plan. You must have a current and valid credit card, debit card, or other payment method acceptable to or as specified by Datum (a "Payment Method") in order to purchase any Subscription Plan. By providing a Payment Method to Datum, Subscriber is expressly authorizing Datum to charge Subscriber all fees and other amounts applicable to its Subscription Plan at the applicable frequency and at the then-current rate, as posted as of the payment due date to http://datum.xyz/pricing or at such other webpage as Datum may designate from time to time. Datum will bill all fees and other amounts applicable to Subscriber’s Subscription Plan to the Payment Method Subscriber provided at registration (or to a different Payment Method if Subscriber changes its Payment Method information in its User Account or provides us with a different Payment Method at check-out). Please note that prices and fees (including Subscription Plan fees) are subject to change at any time upon posting. ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.

Subscription Cancellation. Except where otherwise set forth at the point of purchase, any Subscription Plan purchased by Subscriber shall automatically renew for additional subscription terms of the same length unless the Subscription Plan is canceled by Subscriber or terminated by us before the date of such renewal. SUBSCRIBER MUST CANCEL ITS SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL PERIOD IN ORDER TO AVOID BILLING FOR THE RENEWAL PERIOD TO SUBSCRIBER’S PAYMENT METHOD AT THE THEN-CURRENT PRICE. If you are a Subscriber and wish to cancel your Subscription Plan, you may do so by means of the cancellation functionality accessible through the Service. You may cancel your Subscription Plan at any time; however, any such cancellation will not become effective until the expiration of your then-current subscription term and you will continue to have access to the Service during any period for which you have already paid. DATUM DOES NOT PROVIDE REFUNDS OR CREDITS FOR SUBSCRIPTION PLANS, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.

Taxes. The fees specified in these Terms or otherwise applicable to your use of the Service are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Datum’s net income.

Promotions. Datum may offer from time to time promotions with respect to the Service that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. 

PRIVACY. You acknowledge and agree that information collected by Datum is subject to our Privacy Policy. By accessing or using the Service in any manner, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

INTELLECTUAL PROPERTY

Datum Intellectual Property. As between you and Datum, the Service (including, without limitation, the Site) and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Datum and its licensors. No rights are granted to you other than as expressly set forth herein.

Subscriber Intellectual Property. As between Subscriber and Datum, but subject to the license granted in Section 7(d) hereof, Subscriber owns all right, title and interest in and to all Subscriber Data and Subscriber-Processed Data. 

Data Use Rights. You acknowledge and agree that, in addition to the rights granted to Datum pursuant to Section 7(d) hereof, Datum may monitor Subscriber’s and its Authorized Users’ use of the Service and may track and compile data and information related to such use, including, without limitation, statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Datum and Subscriber, the Aggregated Statistics and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Datum. Datum may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Service, to develop, improve, or offer other Datum products or services, or to otherwise operate Datum’s business.

Feedback. To the extent you provide Datum with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to Datum all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Datum will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Datum’s other technologies, products and services, without compensation or other obligation to you.

DATA SECURITY. Datum will use commercially reasonable efforts to maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of Subscriber Data or Subscriber-Processed Data in a manner appropriate in light of the level of sensitivity of such data. Datum will use commercially reasonable efforts to promptly notify Subscriber of any material breach of security with respect to any Subscriber Data or Subscriber-Processed Data in Datum’s control or possession.

THIRD PARTY APPLICATIONS. The Service may contain links to or otherwise utilize or allow you to access third party websites, applications and/or services (collectively, “Third Party Services”) that are not owned or controlled by Datum. When you access Third Party Services, directly or by means of the Service, you do so at your own risk. Datum encourages you to be aware when you leave the Site and/or the Service and to read the terms and conditions and privacy policy of each Third Party Service (collectively, “Third Party Terms”) that you visit or from which you access any product or service. Datum has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any Third Party Service. In addition, Datum will not and cannot monitor, verify, censor, or edit the content of any Third Party Service. When you visit or use any Third Party Service, directly or through the Service, you acknowledge that such Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND DATUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER DATUM NOR ANY PERSON ASSOCIATED WITH DATUM MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER DATUM NOR ANYONE ASSOCIATED WITH DATUM REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS, DATA OR OUTPUTS GENERATED THEREFROM OR ACCESSED OR AVAILABLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ANY SUBSCRIBER DATA OR SUBSCRIBER-PROCESSED DATA) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY DATA, INFORMATION, OR RESULTS MADE AVAILABLE TO YOU, ACCESSED BY YOU, OR GENERATED BY YOU OR ON YOUR BEHALF IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ANY SUBSCRIBER DATA OR SUBSCRIBER-PROCESSED DATA) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND DATUM, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION AVAILABLE OR ACCESSIBLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ALL SUBSCRIBER DATA AND SUBSCRIBER-PROCESSED DATA). SUBSCRIBER EXPRESSLY AGREES AND ACKNOWLEDGES THAT PERFORMANCE OF THE SERVICE AND THE DEVELOPMENT, DELIVERY, AND AVAILABILITY OF ANY OUTPUTS THEREOF IS DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF SUBSCRIBER DATA. DATUM SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY SUBSCRIBER DATA OR SUBSCRIBER-PROCESSED DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY SUBSCRIBER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SERVICE).

INDEMNITY. You agree to indemnify, defend, and hold Datum and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Subscriber’s or any Authorized User’s access to or use of the Service, (ii) Subscriber’s or any Authorized User’s violation of these Terms (including, without limitation, the requirements and limitations of Section 7) or applicable law; (iii) any claim that the Subscriber Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; and (iv) use by Subscriber or any Authorized User of any Subscriber Data or Subscriber-Processed Data or other data, materials, or information accessed or generated by Subscriber or any Authorized User through the Service. Datum reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification under this Section, and in such event Subscriber agrees to cooperate with Datum in defending such action.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DATUM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF DATUM IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL DATUM’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO DATUM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cease all access to and use of the Service.

SERVICE SUPPORT. If you encounter technical problems when using the Service, please contact us at [email protected].

OPERATION FROM THE UNITED STATES. The Service is hosted by servers located in the United States, and using the Service may be prohibited or restricted in certain other countries.  If you access or use any component of the Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the Site or the Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Site or the Service, which is governed by U.S. law and these Terms (including the Datum Privacy Policy): (i) you are transferring your personal information to the United States; and (ii) you hereby consent to such transfer, to the application of the laws of the United States and the State of California with respect to any dispute arising from or related to the Privacy Policy and your use of the Service, and, except as otherwise set forth in Section 20 below, to the exclusive jurisdiction of the courts of the United States and the State of California.

DISPUTE RESOLUTION.

MISCELLANEOUS

Service Availability.  You agree and acknowledge that the Service, or any component thereof, may be temporarily unavailable due to maintenance or other development activities. Datum will use commercially reasonable efforts to provide Subscriber with advance notice of any such unavailability, but shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.

Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without Datum’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by Datum. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in the State of California.

Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Datum must be sent to [email protected].  Notices to you will be sent to any email address associated with your User Account or that you otherwise submit to us through your use of the Service. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and Datum with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections will survive any termination of these Terms: Section 2 (with respect to the final sentence only); Section 5 (with respect to the final sentence only); Sections 6 through 8; Section 9 (with respect to the final sentence only); Section 10; Section 11(c)-(e); Sections 12 through 13; Sections 15 through 18; Sections 20 through 22.