Terms of Service

Subject to these Terms and payment of applicable fees, Datadek grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the subscription term for Customer's internal business purposes in accordance with the Documentation.

Datadek will use commercially reasonable efforts to maintain Service availability at or above 99.5% uptime per calendar month, excluding scheduled maintenance. Our full Service Level Agreement is available in the Documentation. Credits for SLA failures are set forth in the applicable Order Form.

Datadek may modify or update the Services from time to time. We will provide at least 30 days' notice of any material deprecation of functionality. We will not materially diminish the core functionality of the Services during a subscription term without providing a reasonable alternative or pro-rata refund.

Any implementation, training, data migration, custom modeling, or consulting services will be described in a separate Statement of Work and are subject to these Terms unless otherwise specified.

Datadek may offer access to beta, alpha, or early access features. Such features are provided “AS IS” without warranty or SLA commitment and may be modified or discontinued at any time. Use of beta features is at your sole discretion.

Fees for the Services are set forth in the applicable Order Form. All fees are quoted and payable in United States Dollars unless otherwise specified. Fees are non-cancelable and, except as expressly stated in these Terms, non-refundable.

Unless otherwise specified in the Order Form, invoices are due net 30 days from the invoice date. Late payments bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Datadek may suspend Services if payment is more than 15 days past due, following written notice.

Fees are exclusive of all applicable taxes, levies, and duties. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, except for taxes based on Datadek's net income. If Customer is required to withhold taxes, Customer shall gross up the payment so Datadek receives the full invoiced amount.

Datadek may modify pricing for renewal terms by providing at least 60 days' written notice before the renewal date. Price changes for the current term require mutual written agreement.

Customer shall: use the Services in compliance with all applicable laws and regulations; obtain and maintain all necessary consents from data subjects for the processing of Customer Data through the Services; use commercially reasonable security measures to protect access to the Services; and ensure Authorized Users comply with these Terms.

Customer shall not, and shall not permit any Authorized User or third party to:

• Use the Services in violation of any applicable law, including data protection, privacy, anti-spam, and export control laws
• Use Datadek Data or the Services to discriminate unlawfully against any individual or protected class, including in credit, employment, housing, or insurance decisions
• Resell, sublicense, rent, lease, or distribute the Services or Datadek Data to any third party
• Copy, modify, or create derivative works of the Services or Documentation
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
• Use the Services to build a competitive product or service
• Access the Services through automated means (bots, scrapers) except through published APIs
• Remove or obscure any proprietary notices from the Services or Datadek Data
• Upload or transmit malware, viruses, or malicious code through the Services
• Exceed the usage limits specified in the applicable Order Form without prior written agreement

Datadek and its licensors exclusively own all right, title, and interest in and to the Services, Datadek Data, Documentation, and all related intellectual property, including all software, algorithms, data models, user interfaces, trademarks, trade secrets, patents, and copyrights. No rights are granted to Customer other than the limited subscription rights expressly set forth in these Terms.

Customer retains all right, title, and interest in and to Customer Data. Customer grants Datadek a limited, worldwide, royalty-free license to process Customer Data as necessary to provide and improve the Services. This license terminates upon deletion of Customer Data.

Datadek may collect and use aggregated, anonymized usage data derived from operation of the Services for product improvement, benchmarking, and analytics. Customer retains ownership of any suggestions, enhancement requests, or feedback provided, and grants Datadek a perpetual, irrevocable, worldwide license to use such feedback without restriction or compensation.

To the extent Datadek processes personal data within Customer Data, the parties shall execute Datadek's Data Processing Agreement (DPA), which is incorporated by reference into these Terms. The DPA sets forth the parties' respective obligations under applicable data protection laws, including GDPR and CCPA.

Datadek implements and maintains technical and organizational measures as described in our Security Overview. Customer is responsible for configuring its use of the Services in a manner that complies with its security obligations.

Customer consents to Datadek's use of the subprocessors listed in our Subprocessor Policy. Datadek will notify Customer of new subprocessors at least 14 days before engagement, and Customer may object on reasonable data protection grounds.

Each party represents and warrants that it has the legal power to enter into these Terms and that its performance will comply with all applicable laws.

Datadek warrants that: the Services will perform materially in accordance with the Documentation; it will not materially decrease the functionality of the Services during a subscription term; and any professional services will be performed in a professional and workmanlike manner by qualified personnel.

Customer warrants that: it has obtained all necessary rights, consents, and permissions to provide Customer Data to Datadek; Customer Data does not infringe third-party intellectual property or privacy rights; and its use of the Services and Datadek Data complies with applicable laws.

Except as expressly set forth in this Section, THE SERVICES AND DATADEK DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATADEK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Datadek does not warrant that the Services will be uninterrupted or error-free, or that Datadek Data will be 100% accurate or complete.

Datadek shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services, when used as authorized, infringe such third party's intellectual property rights. If such a claim is made or appears likely, Datadek may at its option: procure the right for Customer to continue using the Services; modify the Services to be non-infringing without material loss of functionality; or terminate the affected Services and refund prepaid unused fees. Datadek has no obligation for claims arising from: use of the Services in violation of these Terms; combination with non-Datadek products or services; or Customer Data.

Customer shall indemnify, defend, and hold harmless Datadek from and against any third-party claims arising from: Customer's violation of applicable law; Customer Data; or use of the Services or Datadek Data in violation of these Terms.

The indemnified party shall: promptly notify the indemnifying party of the claim; grant the indemnifying party sole control of defense and settlement (provided no settlement admits liability without consent); and provide reasonable cooperation at the indemnifying party's expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 10 (INDEMNIFICATION), A PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY), OR CUSTOMER'S BREACH OF SECTION 5.2 (PROHIBITED ACTIVITIES), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DATADEK IN THE TWELVE MONTHS PRECEDING THE CLAIM.

The limitations in this Section apply to all claims, whether in contract, tort (including negligence), strict liability, or otherwise, and reflect the allocation of risk between the parties. The fees charged reflect and are set in reliance on these limitations.

The subscription term is defined in the applicable Order Form. Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate these Terms upon 30 days' written notice if the other party materially breaches these Terms and fails to cure the breach within such period. Datadek may suspend or terminate access immediately if Customer breaches Sections 5.2 (Prohibited Activities) or if required by law.

Upon termination: all subscription rights cease and Customer shall immediately stop using the Services; Customer shall pay all outstanding fees; each party shall return or destroy the other's Confidential Information; and Datadek shall delete Customer Data within 90 days (an export window is available upon request). Provisions that by their nature survive termination shall survive.

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing any formal legal action, the parties shall attempt to resolve disputes informally. The complaining party shall provide written notice describing the dispute, and both parties shall make a good faith effort to resolve it within 30 days through negotiation. If the dispute involves a technical or operational issue, the parties shall escalate it to their respective technical teams.

For claims under $500,000, the parties agree to binding arbitration administered by JAMS in San Francisco County, California, under JAMS' Streamlined Arbitration Rules. Each party bears its own costs, and the parties share arbitrator fees equally. The arbitrator's award may be entered in any court of competent jurisdiction. This Section does not preclude either party from seeking injunctive relief in court for intellectual property infringement or breach of confidentiality.

For claims not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.

These Terms, together with applicable Order Forms, the DPA, and any Statements of Work, constitute the entire agreement between the parties concerning the Services and supersede all prior and contemporaneous agreements. No pre-printed purchase order terms shall apply.

Datadek may amend these Terms by providing 30 days' notice. For material changes, Datadek will provide notice through the platform or via email. Continued use after the effective date constitutes acceptance. Changes that materially and adversely affect Customer do not apply during the current subscription term without Customer's written consent.

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, riots, government orders, internet or utility failures, and labor disputes. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent of the parties.

No waiver of any breach of these Terms shall be deemed a waiver of any subsequent breach. A party's failure to enforce any provision shall not operate as a waiver.

Neither party may assign these Terms without the other's prior written consent, except that either party may assign to: an affiliate; or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee has the financial and technical capability to perform. Any unauthorized assignment is void.

All legal notices shall be in writing and sent to the addresses set forth in the Order Form (or updated by notice). Notices to Datadek shall be sent to: General Counsel, Datadek Inc., 100 Market Street, Suite 1200, San Francisco, CA 94105, with a copy to legal@datadek.com. Notices are deemed received: upon delivery if by hand; 3 business days after mailing; or upon confirmed receipt if by email.

The Services may be subject to U.S. export control and economic sanctions laws. Customer represents that it is not located in a comprehensively sanctioned country and is not a sanctioned or restricted party under applicable U.S. law. Customer shall not use the Services for any purpose prohibited by export control or sanctions regulations.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.