The following Dataurant Terms of Service (“Terms of Service” or “Agreement”) constitute a legal agreement between you and the entity on whose behalf you are accessing the Services (“User”) and Dataurant Corporation (“Dataurant”) relating to Dataurant’s point of sales transaction accumulation, aggregation and journal entry posting platform, which includes, but is not limited to, providing access to point of sales systems, third party bookkeeping products and bookkeeping consultation services, and those services which Dataurant chooses to offer in the future and any of the features, functions, or content made available thereon (collectively, the “Services”). Use of the Services (a “User”) is subject to the Terms of Service and conditions set forth below, which incorporate the terms and conditions of any Service Party (as defined below) services offered through the Services as specified below, as well as Dataurant’s (or an applicable Service Party’s) Privacy Policy, so User should take the time to fully understand how these Terms of Service as well as Dataurant’s Privacy Policy govern User’s relationship with Dataurant and User’s use of the Services. If you have questions regarding the Terms of Service, please contact Dataurant at support@dataurant.com. Because certain aspects of the Service are regulated in ways that affect how one does business and because certain aspects of the Services may entail a degree of risk, it is important to read these Terms of Service and the related Privacy Policy carefully. USER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS OF SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF USER. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS OF SERVICE ON ITS BEHALF. IF USER DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE AUTHORITY TO BIND USER, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.

1. Acceptance of Terms of Service and Basic Warranties

a. By registering for the Services, User represents and warrants that: (a) User is at least eighteen (18) years of age and is a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state in which it operates; (b) User is eligible to register and use the Services (including without limitation pursuant to the criteria set forth in Section 6 of these Terms of Service) and has the right, power, and ability to enter into and perform under this Agreement; and (c) the name identified by User when User registered is User’s name or business name under which User sells goods or services. To be clear, both individuals and businesses may register to use the Services.

b. By registering for the Services, User agrees to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time through the Services by Dataurant, each of which is incorporated by reference and each of which may be updated from time to time without notice to User.

c. Certain Services may be subject to additional terms and conditions specified by Dataurant or an applicable Service Party from time to time; User’s use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. These Terms of Service apply to all users of the Services, including, without limitation, employees and all others who have access to User’s account with the Services.

2. Services

User will provide reasonable cooperation, assistance, information and access to Dataurant as may be necessary to initiate and facilitate User’s use of the Services. Subject to all terms and conditions of these Terms of Service, Dataurant will provide User with access to the Services. As part of the implementation process, User will identify an administrative (“Operator”) user name and password, along with basic company information, including but not limited to, e-mail address, company name, company address and telephone number that will be used to set up User’s account. For identity authentication and account verification purposes, Dataurant reserves the right to ask the user personal authentication questions, including but not limited to, name, last name, email address and telephone number, and share this information with third party authentication services for the sole purpose of identity verification and account authentication. User shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by User. Dataurant reserves the right to refuse registration of, or to cancel, login IDs that violate the Terms of Service and conditions set forth in these Terms of Service. Dataurant shall review some or all of the information that User submits in connection with User’s request to register for the Services and may forward such information to its third party payment processor (“Payment Processor”). User agrees that Dataurant may share information about User and User’s Dataurant account to its Payment Processor. After User submits its application, Dataurant or its Payment Processor may conclude that User will not be permitted to use the Services. By accepting this Agreement, User specifically authorizes Dataurant to request identity-verifying information about User.

3. Bookkeeping Consulting Services

To the extent User chooses to receive any bookkeeping consultation services (“Consulting Services”) from Dataurant, User acknowledges and agrees that neither Dataurant, the Consulting Services, nor any of the Services are intended to provide personalized financial, legal or tax advice. The information provided is for general informational purposes only, is broad in scope, impersonal and not attuned to any specific portfolio or the investment needs of any specific person. The information provided through the Consulting Services is not intended to represent results User should expect in the future, and Dataurant cannot and does not guarantee the accuracy, completeness, timeliness or reliability of, or otherwise endorse, any information, opinions and/or recommendations provided on or through the Consulting Services. User’s financial situation is unique, and any information and advice obtained through the Consulting Services may not be appropriate for User’s specific situation. Accordingly, before making any final decisions or implementing any financial strategy, User should obtain additional information and advice from User’s financial, legal and/or tax advisers who are fully aware of User’s individual circumstances.

4. License

Subject to all terms and conditions of these Terms of Service, Dataurant grants to User a nonexclusive, nontransferable right and license (without right to sublicense) to access and use the Services (including the Dataurant Materials (as defined below) necessary to use the Services), solely in connection with User’s business. The Services are made available to User solely as hosted by or on behalf of Dataurant, and nothing in these Terms of Service shall be construed to grant User any right to receive any copy of any software or systems used to provide the Services. User’s access and use of the Services shall comply with all other conditions set in all documentation, help information, and other documentation regarding the Services, in each case that is provided or made available by Dataurant to User in electronic or other form (“Documentation”).

5. Feedback

User may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Services (“Feedback”). All Feedback shall be solely owned by Dataurant (including all intellectual property rights therein and thereto) and shall also be Dataurant’s confidential information. User shall and hereby does make all assignments necessary to achieve such ownership.

6. User Data

User hereby grants to Dataurant a nonexclusive, perpetual, irrevocable, worldwide, sublicensable and royalty-free right and license to access, copy, display, publish, distribute, process, create derivative works from and use all information, data and other content provided by User in connection with its authorized use of the Services (“User Data”), including all data regarding User’s customers (“Customers”), that is used or processed by the Services. In connection with the foregoing license, Dataurant reserves the right to use User Data for: (i) inclusion in Dataurant’s products and services, whether directly or indirectly, including without limitation, Dataurant’s products and services that are sold on a stand-alone basis and those that are integrated into third party products and services; (ii) use in products or services which may be sold or licensed to third parties by Dataurant or its distributors; and (iii) Dataurant’s business use, including without limitation, use in any manner chosen by Dataurant, including but not limited to, the use of such User Data to generate, use, and publish aggregate statistical information. The foregoing license shall survive the termination of this Agreement. In all instances, Dataurant will not identify User as the source of any User Data, unless Dataurant has obtained such User’s consent or if identification is required by applicable law, rule, regulation or judicial process. User agrees that Dataurant may request additional information from User at any time and may require User to provide access to User’s point of sale system, a government issued identification such as a passport or driver’s license, or a business license. Dataurant reserves the right to terminate User’s use of the Services upon User’s refusal to provide such additional data. User agrees that (a) the Services depend on the availability of the User Data and (b) Dataurant will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the User Data. Except as expressly set forth within the description of a User’s account, Dataurant shall have no obligation to screen, edit, monitor, or store User Data or Reports (as such terms are defined below), and Dataurant reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Data or Report at any time and for any reason without notice. User acknowledges that by using the Services, User may be exposed to User Data that is offensive, indecent, or objectionable. User shall be responsible for ensuring that the provision of User Data conforms to User’s privacy policies (including any applicable third-party privacy policies to which Customer or Customer’s data has been associated with in conjunction User’s relationship with Customer) and all applicable laws, rules and regulations.

7. Restrictions

User shall not directly or indirectly (a) use any of Dataurant’s Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Services or Dataurant Materials (as defined below) (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, resell, transfer, distribute, rent, lease, time-share or use any Dataurant Property (as defined below) in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify any Dataurant Property, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with User’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, (f) access or monitor any material or information on any Dataurant’s system using any manual process or robot, spider, scraper, or other automated means unless User has separately executed a written agreement with Dataurant that expressly grants User an exception to this prohibition, or (g) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Dataurant’s other Users, or impose an unreasonable or disproportionately large load on Dataurant’s infrastructure.

User agrees not to upload to the Services or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Dataurant’s or its partners’ products and services, as determined by Dataurant in its sole discretion; or (f) in Dataurant’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Dataurant to harm or liability of any nature.

User agrees and understands that the Services are limited to point of sales systems that provide a Software Development Kit or an Application Program Interface.

DATAURANT RESERVES THE RIGHT TO REJECT AN ACCOUNT FOR ANY REASON, INCLUDING WITHOUT LIMITATION ACCOUNTS USING POINT OF SALES SYSTEMS THAT ARE INACCESSIBLE FROM THE INTERNET.

8. Pricing and Payments

Dataurant uses a Payment Processor to bill User through a payment account linked to User’s account on the Services (“Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. Dataurant is not responsible for error by the Payment Processor. By choosing to use the Services, User agrees to pay Dataurant, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and User authorizes Dataurant, through the Payment Processor, to charge User’s chosen payment provider (User’s “Payment Method”). User agrees to make payment using that selected Payment Method. Dataurant reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. Please also note the Subscription Fee (as defined below) may incorporate and cover costs and fees incurred by Dataurant for third party services that are incorporated into the Services.

  • Payment Method The terms of User’s payment will be based on User’s Payment Method and may be determined by agreements between User and the financial institution, credit card issuer or other provider of User’s chosen Payment Method. If Dataurant, through the Payment Processor, do not receive payment from User, User agrees to pay all amounts due on your Billing Account upon demand.
  • Fees User shall pay a fee for the right to use the Services (“Subscription Fee”) at its then-current subscription rates. The Subscription Fee shall be automatically deducted from User’s Billing Account on a monthly, quarterly or yearly basis as determined by the User. Payments shall be made in US dollars via Dataurant’s online payment processing system in full without set-off, counterclaim or deduction by the User. Unless otherwise noted, all payments required by these Terms of Service are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and User agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Dataurant’s net income. Dataurant is not a bank and does not offer banking services as defined by the United States Department of Treasury, nor does it offer money service business (“MSB”) services as defined by the United States Department of Treasury.
  • Returns and Chargebacks The amount of a transaction conducted through the Services (including any services provided by Service Parties (as defined below)) between a User and a Customer may be reversed or charged back to User’s account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Payment Processor, (c) was not authorized or Dataurant has any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. Dataurant reserves the right to add the amount of any associated Chargeback fees levied by any Service Parties (“Chargeback Fees”) in connection with any Chargebacks incurred by or on behalf of User to User’s Billing Account. User agrees to pay to Dataurant all Chargeback Fees and all associated costs and expenses, including without limitation attorneys’ fees, accrued in connection with Dataurant’s collection of all Chargeback Fees from User. If Dataurant determines that User is incurring an excessive amount of Chargebacks, Dataurant may establish controls or conditions governing User’s account, including without limitation, by (a) establishing new processing fees, (b) creating a reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the User’s use of the Services.

9. Confidentiality

“Confidential Information” means, with respect to Dataurant, all financial, business or technical information disclosed by or for Dataurant in relation to the Services or these Terms of Service that is of a nature that is not considered a Report or a Result and should otherwise reasonably be considered to be confidential and proprietary. Except for the specific rights granted by these Terms of Service, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including ensuring that Recipient’s employees, contractors and agents (“Representatives”) with access to Discloser’s Confidential Information have a need to know for the purposes of these Terms of Service and are bound by substantially similar confidentiality obligations. The foregoing obligations shall not apply to any Confidential Information (other than PII) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Terms of Service or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Nothing herein shall prevent a party from disclosing these Terms of Service or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate with Discloser in protecting against or minimizing any such disclosure or obtaining a protective order. User will promptly notify Dataurant in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.

10. Proprietary Rights

  • Definitions As used in these Terms of Service: “Dataurant Materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Reports, Report Formats, educational materials, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Dataurant in providing the Services (including any correction, improvement, extension or other modification to the Services made, created, conceived or developed by or for Dataurant, including at User’s request or as a result of feedback provided by User to Dataurant); “Reports” means the work products, whether generated and/or created by Dataurant, a third-party or a combination of Dataurant and a third-party(ies), resulting from the Services that are delivered to User by Dataurant through the Services, and which are based on the User Data. Reports include, but are not limited to, reports, letters, letter and document templates, charts, graphs and other presentation in which are presented to User; “Report Formats” means the formatting, look and feel of the Reports.
  • Reports and User Data Subject to the license grant herein, User shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to its User Data. Notwithstanding the foregoing, Dataurant shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of Dataurant in any form containing or derived from the User Data (or any part thereof), and User shall have no ownership, authorship, or moral rights therein. User acknowledges and agrees that all Reports and the Report Formats are proprietary to Dataurant and, where applicable, any third party(ies) that generated or created any information contained in a Report. Dataurant grants User a non-exclusive, limited license to use the Reports in conjunction with the management and collection of User’s receivables. User may make copies of the Reports or the Report Formats only in conjunction with this limited license.
  • Reservation of Rights Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and, as between the parties, Dataurant (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service and any features, services or functionality made available thereon, Documentation, Dataurant Materials (collectively, “Dataurant Properties”).

11. Third Party Services

In providing the Services, Dataurant may engage or otherwise use the services of various third-parties (“Service Parties”). If User decides to use these Service Parties, User will be responsible for reviewing and understanding the terms and conditions associated with such Service Parties. User agrees that its engagement of such Service Parties is at its own risk, and that except as otherwise expressly stated herein, the services of such Service Parties is not governed by the terms and conditions contained in this Agreement. The inclusion of any link to any third-party website or service (regardless of whether such link is to a website or service controlled by a Service Party) does not imply an approval, endorsement or recommendation of such link by Dataurant. Dataurant expressly disclaims any liability arising from User’s engagement of such Service Parties. User acknowledges that, in conjunction with the Services, Dataurant may provide User Data to Service Parties. User further acknowledges that the resources are not under Dataurant’s control and that Dataurant is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such work product or deliverables furnished by a Service Party (“Service Party Work Product”). User further acknowledges and agrees that Dataurant shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Service Party or Service Party Work Product. The Services are a tool that allows User to access and manage account information and interactions with Customers and Service Parties, and User will fulfill all of its obligations to each Customer with which it engages and will resolve any Customer dispute or complaint directly with such Customer. Dataurant is not responsible in any way for User’s decision to extend or to revoke credit from any of User’s Customers. User understands and agrees that the User has full control over the use of all features offered on the Dataurant platform, including all point of sale system data extraction, manipulation and export offered through the Services.

12. Term and Termination

  • Term These Terms of Service shall commence on the date User (or an authorized representative on its behalf) clicks the checkbox next to “I accept these Terms and Conditions” (the “Effective Date”) and shall continue in effect until terminated by either party.
  • Termination Dataurant may terminate User’s account or access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with User’s account after a reasonable period. If User wishes to terminate its account, User may do so by following the instructions on the Dataurant website or otherwise specified through the Services. Any Subscription Fees paid hereunder are non-refundable, except otherwise noted.
  • Effects of Termination Upon any expiration or termination of these Terms of Service, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms of Service shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions and all other provisions that by their nature would survive shall survive. Unless otherwise agreed in writing and signed by an authorized representative of Dataurant, Dataurant has no obligation to retain any User Data or Results after the Term and may destroy all User Data and Results in its possession within ninety (90) days after the end of the Term; provided, upon User’s written request received within thirty (30) days after termination, Dataurant will deliver to User a copy of the User Data then currently stored by Dataurant (in any format convenient to Dataurant).

13. Warranties and Disclaimers

  • User Data User represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the User Data as may be necessary to permit the use contemplated under these Terms of Service. User bears all responsibility and liability for the accuracy and completeness of the User Data and Dataurant’s access, possession and use as permitted herein.
  • Applicable Laws User represents and warrants that it shall, and shall continue to, collect and use any User Data as well as use any Reports or other work product or deliverables generated through the Services in accordance with all applicable federal, state and local laws and regulations of all applicable jurisdictions and any and all amendments thereto (collectively, “Laws”).
  • Disclaimers THE SERVICES, INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, AND ANY RELATED RESULTS ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DATAURANT, SERVICE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS MAKE NO WARRANTY (I) THAT THE SERVICES INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, WILL MEET USER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES, OR (III) THAT ANY ERRORS IN THE SERVICES OR ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON CAN OR WILL BE CORRECTED OR (IV) THAT USE OF THE SERVICES, INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, WILL RESULT IN INCREASED OR MORE TIMELY BOOKKEEPING. DATAURANT HEREBY DISCLAIMS (FOR ITSELF AND SERVICE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
  • User Customer Service User is solely responsible for all Customer service issues not relating to the Services, including, without limitation, issues relating to User’s goods or services, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with User’s personnel, policies or processes.

14. Indemnification

User agrees to indemnify and hold harmless Dataurant, Service Parties and their respective officers, directors, employees, agents, partners, content providers, and suppliers against any claims, losses, liabilities, costs and expenses incurred in connection with (a) any actual or alleged breach of this Agreement or any of User’s representations and warranties, (b) User’s unauthorized use of the Services, and (c) User’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information, and (d) any actual or alleged violation by User or the rights of any third party (including intellectual property rights or any rights of privacy or publicity).

15. Limitation of Liability

IN NO EVENT SHALL DATAURANT, SERVICE PARTIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS OF SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, WORK STOPPAGE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, SALES, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT HEREUNDER DURING THE PRECEDING SIX (6) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

16. Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Maryland, including its conflicts of law rules, and the United States of America. User agrees that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Baltimore County, Maryland.

17. Entire Agreement and Severability

These Terms of Service are the entire agreement between User and Dataurant with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Dataurant and User with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

18. Modification

No waiver, consent or modification of these Terms of Service shall bind Dataurant unless in writing and signed by the party against which enforcement is sought. Dataurant may modify these Terms of Service at any time upon notice to User (which may be by posting a notice through the Services); provided, however, if User does not agree to the modified Terms of Service, User shall notify Dataurant in writing within thirty (30) days, in which case the previous Terms of Service will apply to use of the Services for any period for which User has previously paid the Subscription Fee, after which User’s right to use the Services shall immediately terminate and Dataurant shall have no further responsibility or liability to User. The failure of either party to enforce its rights under these Terms of Service at any time for any period will not be construed as a waiver of such rights.

19. Miscellaneous

  • Force Majeure Dataurant shall not be liable for any failure to perform Dataurant’s obligations hereunder where such failure results from any cause beyond Dataurant’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
  • Assignment These Terms of Service and the rights and obligations hereunder may not be assigned, in whole or in part, by User without Dataurant’s prior written consent. These Terms of Service shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
  • Independent Contractors The parties shall be independent contractors under these Terms of Service, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
  • Notices Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@dataurant.com . User acknowledges that Dataurant may provide disclosures and notices required by law and other information about User’s account to User electronically or by posting it on the Services or by emailing it to the email address in User’s account. User agrees that electronic disclosures and notices have the same meaning and effect as if Dataurant had provided User with paper copies.
  • Headings The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Effective Date of terms of Service: January 4, 2017