Datasert Terms of Service

Definitions

Accounts and Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for maintaining the confidentiality of your credentials and for all activities performed under your account. You agree to provide accurate and complete registration information and keep it current.

Evaluation Period and Free Trial

Free Trial. Customer may be entitled to a thirty (30) day free trial of the Subscription solely to evaluate whether the Services satisfy Customer’s requirements (the “Evaluation Period”).

Use During the Evaluation Period. During the Evaluation Period, Datasert grants Customer a non-exclusive, non-transferable right to allow its Authorized Users to access and use the Services and Documentation strictly in accordance with this Agreement and only for evaluation purposes.

End of the Free Trial. If Customer determines that the Services do not meet its requirements, or chooses not to enter into a paid Subscription or continue using any free tier, all rights granted under this Agreement will immediately terminate and Customer must promptly cease all use of the Services and Documentation.

Continued Use. If Customer wishes to continue using the Services after the Evaluation Period, Customer may (i) purchase a Subscription, or (ii) continue with a limited-functionality free tier (if available). This Agreement continues to govern such use.

Subscriptions, Fees, and Payment

Subscription Grant. Subject to payment of applicable Subscription Fees set out in the Order Form, Datasert grants Customer a limited, non-exclusive, non-transferable right to allow Authorized Users to access and use the Services and Documentation during the Subscription Period, strictly in accordance with this Agreement.

Fees and Billing. Fees are payable as stated in the Order Form. Except where required by law or expressly stated in the Order Form, fees are non-refundable. Taxes may apply and are Customer’s responsibility unless otherwise required by law.

Renewals. Subscriptions renew automatically unless canceled in accordance with the Order Form or your account settings.

Non-Payment. We may suspend access for overdue amounts after providing reasonable notice where practicable.

Acceptable Use

Customer will ensure that Authorized Users use the Services in compliance with this Agreement and applicable law. Customer and Authorized Users must not:

• use the Services for unlawful, harmful, or fraudulent activity;
• attempt to gain unauthorized access to the Services, accounts, or related systems;
• interfere with or disrupt the integrity, security, or performance of the Services;
• upload or transmit malware, spam, or other malicious code;
• reverse engineer, decompile, or disassemble the Services except to the extent such restriction is prohibited by law; or
• use the Services to infringe, misappropriate, or violate third-party rights.

Third-Party Services and Integrations

The Services may interoperate with third-party services (for example, Salesforce and related platforms) that are not owned or controlled by Datasert (“Third-Party Services”). Your use of Third-Party Services is governed by their terms and policies, and Datasert is not responsible for Third-Party Services or their security, availability, or data practices.

Customer is responsible for obtaining all necessary rights, permissions, and consents to connect Third-Party Services and to allow Datasert to process data as required to provide the Services.

Customer Data, Privacy, and Security

Customer Data Ownership. As between the parties, Customer retains all rights in Customer Data. Customer grants Datasert a limited right to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Services and as otherwise permitted by this Agreement.

Security Safeguards. Datasert will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, and will not materially reduce the overall security of the Services during a Subscription Period.

Privacy Policy. Our privacy practices are described in our Privacy Policy: https://www.datasert.com/resources/privacy-policy.

Data Processing Addendum. To the extent Customer Data includes Personal Data processed by Datasert on behalf of Customer, the Datasert Data Processing Addendum (“DPA”) applies and is incorporated by reference: https://www.datasert.com/resources/dpa.

Customer Responsibilities. Customer is responsible for (i) the accuracy, quality, and legality of Customer Data, (ii) obtaining all required notices and consents, and (iii) configuring access controls and permissions for Authorized Users and connected Third-Party Services.

Confidentiality

Each party may receive Confidential Information from the other party. The receiving party will protect the disclosing party’s Confidential Information using at least reasonable care and will use it only to perform under this Agreement. Confidential Information does not include information that is publicly available, independently developed without use of the other party’s Confidential Information, or rightfully received from a third party without restriction.

Intellectual Property

Datasert (and its licensors) retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property. Except for the limited rights expressly granted in this Agreement, no rights are granted by implication or otherwise.

Feedback. If you provide suggestions or feedback, you grant Datasert a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate it without restriction.

Availability and Support

Except as expressly stated in an Order Form or a separate service level agreement executed by the parties, the Services are provided on a commercially reasonable efforts basis and no service level agreement, uptime commitment, or service credit is provided.

We will provide support with reasonable skill and care and use reasonable commercial efforts to respond to support requests within one (1) business day. Support channels and hours may be described in Documentation or on our website.

Suspension and Termination

Suspension. We may suspend or limit access to the Services if we reasonably believe (i) Customer’s use poses a security risk to the Services or others, (ii) Customer is in material breach of this Agreement, or (iii) suspension is required by law. Where practicable, we will provide notice and an opportunity to cure.

Termination for Cause. Either party may terminate this Agreement if the other party materially breaches and fails to cure within a reasonable period after written notice.

Effect of Termination. Upon termination, all rights granted to Customer cease and Customer must stop using the Services and Documentation. Any accrued payment obligations remain due.

Warranties and Disclaimers

Datasert warrants that it will provide the Services in a manner consistent with commercially reasonable industry standards. Customer’s exclusive remedy for breach of this warranty is (at Datasert’s option) repair, replacement, or refund of applicable fees for the affected period.

Limitation of Liability

Indemnification

Customer will defend, indemnify, and hold harmless Datasert and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Customer Data, (ii) Customer’s or Authorized Users’ misuse of the Services, or (iii) Customer’s violation of this Agreement or applicable law.

Export Control

You agree to comply with applicable export control and sanctions laws. The Services may not be used or accessed in violation of such laws. If Datasert becomes subject to new export requirements that materially prevent provision of the Services, the parties will work in good faith to address the impact, and any remedies will be limited to those expressly set out in this Agreement or the applicable Order Form.

Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting an updated version on our website or within the Services). Your continued use of the Services after the effective date of the updated Terms constitutes acceptance.

Miscellaneous

• Entire Agreement. This Agreement is the entire agreement between the parties regarding the Services and supersedes any prior or contemporaneous understandings.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
• Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Datasert’s prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Datasert may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate, without Customer’s consent. Any attempted assignment in violation of this section will be void.
• Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, power failures, internet or cloud service outages, or failures of third-party service providers. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as practicable.
• Governing Law. This Agreement is governed by the laws of California, excluding conflict-of-law rules. Courts located in Alameda County, California, United States will have exclusive jurisdiction, unless applicable law requires otherwise.
• Order of Precedence. If there is a conflict between these Terms and an Order Form, the Order Form controls for that conflict.

Contact