These APP Program Terms for Datasite LLC (“Program Terms”) apply to the use of (including any access to) the Datasite applications and associated software (“Datasite APPs Program”). The “Datasite APPs Program” means the site(s) currently located at americas.datasite.com, emea.datasite.com, and aus.datasite.com and any successor site(s) (collectively, the “Datasite APPs Site”).
You may not access the Datasite APPs Site or participate in the Datasite APPs Program if you are our direct competitor, except with our prior written consent. In addition, you may not access the Datasite Site or participate in the Datasite APPs s Program for any competitive purposes.
BY INDICATING YOUR ACCEPTANCE OF THESE PROGRAM TERMS OR USING DATASITE APPs SITE, AND IN THE EVENT YOU ARE ACTING ON BEHALF OF A COMPANY, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THE AGREEMENT ON BEHALF OF THE COMPANY YOU REPRESENT AND ACKNOWLEDGING YOUR AUTHORIZATION TO DO SO. IF YOU DO NOT AGREE TO THE PROGRAM TERMS OR ARE NOT AUTHORIZED TO AGREE TO AND ACCEPT THE PROGRAM TERMS ON BEHALF OF THE COMPANY YOU REPRESENT, YOU MAY NOT USE DATASITE APPs SITE OR PARTICIPATE IN THE DATASITE APPs PROGRAM.
Affiliate. Datasite shall be entitled to perform any of its obligations and exercise any of its rights under the Program Terms through any of its employees, affiliates or third-party contractors (together with Datasite (“Datasite Affiliated Parties”)), provided that any act or omission of such affiliate shall, for all purposes of this Program Terms, be deemed to be the act or omission of Datasite.
Datasite will retain all ownership and intellectual property rights in Datasite APPs Site and the Datasite APPs Program including any applications, content, sample code, tools, product information and related documentation made available by Datasite on the Datasite APPs Site (collectively “Program Content”). Subject to the Program Terms and such other terms applicable to the Datasite APPs Program , Datasite hereby grants to you a revocable, non-exclusive, non-transferable, limited access to the Program Content only as necessary to use the Datasite APPs Program You may not, without Datasite’s prior written consent, access or use any Program Content to commercially distribute any application to third parties.
You may use the Datasite APPs Program to upload content and documents and files (“Customer Content”) and generate content (“User Generated Content”). You retain your ownership in your Customer Content. You hereby grant to Datasite, to the maximum extent permitted under applicable law, an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use Services Data, Usage Data and any and all derivatives, future enhancements or modifications to the foregoing for any purpose without any obligation or compensation to you. You represent and warrant that you have all rights necessary to grant the licenses granted in the Program Terms, and that Customer Content, and your provision of any Customer Content in connection with any Datasite APPs Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. “Services Data” means Customer Content and User Generated Content incorporated with or into similar information derived or obtained from other customers of Datasite that has been anonymized or aggregated to remove references to numerical values, addresses, locations, and personal data. “Usage Data” means queries, logs and other information about your use of the Datasite APPs Site
ACCESS TO PROGRAM CONTENT, CUSTOMER CONTENT AND RESTRICTIONS:
You will not: (A) access Program Content, or use Customer Content or User Generated Content in violation of any law or regulation; (B) access Program Content, or use Customer Content or User Generated Content in any manner that (i) compromises, breaks or circumvents any of Datasite’s technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our Program Content, or use Customer Content or User Generated Content in order to replicate or compete with the Services; (D) copy, rent, lease, sub-license, loan, merge, adapt, vary or modify the Program Content or Services; (E) provide or otherwise make available the Program Content in whole or in part, in any form to any person without our prior written consent (F) to the extent permitted by applicable law, attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our Program Content or Services; (G) attempt to use Program Content in a manner that exceeds rate limits, or constitutes excessive or abusive usage; (H) provide or otherwise make available the Datasite Apps Program in whole or in part (including object and source code), in any form to any person without prior written consent from us; (I) infringe our intellectual property rights or those of any third party in relation to your use of the Datasite Apps Program, including the submission of any material (to the extent that such use is not licensed by the Program Terms); (J) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Datasite APPs Program.
The terms of our Privacy Notice available at https://www.datasite.com/en/legal/privacy-notice is incorporated into these Program Terms by reference and applies to the use of the Datasite APPs Program. By using the Datasite APPs Program, you consent to Datasite collecting and using your personal data and Customer data to provide you the Datasite APPs Program, allow our payment processors to take payments for any paid services and improve our products and services. The Datasite Apps Program may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for their content or their privacy policies.
PAID SUBSCRIPTION SERVICES:
You hereby acknowledge and agree that (a) any Program Content may be modified, suspended or discontinued at any time with or without notice, and (b) Datasite may require that you discontinue use of any particular Program Content, or Customer Content, or any features thereof, in its sole discretion. You agree that Datasite will not be liable to you or to any third party for any modification, suspension, or discontinuance.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PROGRAM CONTENT AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY DATASITE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND DATASITE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PROGRAM CONTENT OR USER GENERATED CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. DATASITE HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR THE DATASITE APPs PROGRAM, PROGRAM CONTENT OR ANY CONTRIBUTIONS. ANY USER GENERATED CONTENT SHALL BE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE AND SHOULD NOT BE RELIED UPON, FOR ANY PROFESSIONAL OR OTHER TYPE OF ADVICE. USE OF ANY USER GENERATED CONTENT SHALL BE AT YOUR OWN RISK.
Datasite may entrust you with information, data, content or other materials that are not already in the public domain (“Confidential Information”). You will indefinitely maintain the confidentiality of all Confidential Information learned under the Program Terms and will not disclose or otherwise make available to any third party, directly or indirectly, Confidential Information without Datasite’s prior written approval. You will use the same degree of care to protect Confidential Information as you use to protect your, or your organization’s, confidential information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. You must not use any Confidential Information except for the purpose of fulfilling your obligations under the Program Terms, or as otherwise described in the Program Terms. You may disclose Confidential Information only to your employees or contractors who need to know such Confidential Information as part of such authorized use, and who are bound in writing to confidentiality restrictions no less restrictive than those set forth in the Program Terms. Any act or omission by any contractor engaged by you, or, for clarity, by any of your employees or other personnel, that would be a breach of the Program Terms (including this Section) will be deemed to be a breach of the Program Terms by you.
You acknowledge that a breach in this provision will result in irreparable and continuing harm for which there will be no adequate remedy at law, and that Datasite shall be entitled to injunctive relief and/or a decree for specific performance, without the requirement to post any bond, and to such other relief as may be proper (including monetary damages if appropriate).
LIMITATION OF LIABILITY:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL DATASITE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PROGRAMS, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) OR FOR PAID SUBSCRIPTION SERVICES, THE GREATER OF THE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY; AND $50,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY DATASITE AFFILIATED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ANY DATASITE AFFILIATED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
YOUR INDEMNIFICATION OF DATASITE:
You will defend Datasite and Datasite Affiliated Parties (collectively, the "Datasite Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Program Terms (a "Claim"), and will indemnify the Datasite Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Datasite Indemnified Parties in connection with or as a result of, and for amounts paid by a Datasite Indemnified Parties under a settlement you approve of, in connection with, a Claim. Datasite Indemnified Parties must provide you with prompt written notice of any Claim and allow you the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and the Datasite Indemnified Parties’ exclusive remedy against you for, any Claim.
LIMITATIONS ON INDEMNIFICATIONS:
Notwithstanding anything contained in the preceding section, (a) Datasite Indemnified Parties will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without Datasite Indemnified Parties’ express written consent (such consent not to be unreasonably withheld).
The Program Terms will continue until terminated. Datasite may terminate or suspend your use of the Datasite APPs Program, or any portion of the Datasite APPs Program, at any time and without prior notice. Immediately upon any such termination or suspension, your right to use the applicable Datasite APPs Program or portion of such Datasite APPs Program will permanently or temporarily cease (as applicable). If Datasite terminates your right to use the Datasite APPs Program, then the Program Terms will terminate. You may terminate your use of any Datasite APPs Program at any time.
No Waiver. No failure or delay in exercising any of its rights under this Program Terms shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Program Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Survival. The sections titled "Ownership," "Access to Program Content, Customer Content and Restrictions," "Disclaimer," “Confidentiality,” "Limitation of Liability, "Your Indemnification of Datasite," "Limitations on Indemnifications," "Term; Termination" as well as all the provisions under the general heading "General," will survive any termination or expiration of the Program Terms.
Restricted Parties and Export Laws. You represent that you are not and will not make the Datasite APPs Site available to any entity incorporated in, or resident of, a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC, or listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section will be a material breach of this Program Terms and Datasite may immediately terminate these Program Terms. You will not access or use Datasite APPs Site in a U.S. or UN-embargoed country or region, or in violation of any U.S., UN, or international export law, sanction, or regulation.
No Third-Party Beneficiaries. This Program Terms does not create any third-party beneficiary rights except as expressly provided by its terms.
Assignment. You may not assign any of your rights or obligations under the Program Terms, whether by operation of law or otherwise. Datasite may assign, transfer or sublicense any or all its rights or obligations under the Program without restriction.
Notices. Wherever provision is made in this Program Terms for the giving, service, or delivery of any notice, such notice shall be in writing and shall be given using a method providing for proof of delivery, which shall include acknowledgement of receipt of email.
Marketing Support. Datasite may identify you as a Datasite customer and use your customer name or logo on any Datasite APPs Sites or other marketing materials.
Anti-Corruption and Bribery. Neither party has received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Program Terms.
Anti-slavery and Trafficking. Neither party uses nor procures services in breach of anti-slavery and trafficking laws.
Governing Law and Jurisdiction. These Program Terms will be governed by the following laws, depending on where you are incorporated or established: (a) if you are incorporated or established in Australia or Asia, the laws of Australia and each party submits to the non-exclusive jurisdiction of the courts of New South Wales; (b) if you are incorporated or established in Europe, Middle East or Africa, the laws of England and Wales and each party submits to the non-exclusive jurisdiction of the courts of England and Wales; and (c) if you are incorporated or established in North America or South America, the laws of Minnesota, United States and each party submits to the exclusive jurisdiction of Hennepin County.
Severability. If a court of law holds any provision of this Program Terms to be illegal, invalid, or unenforceable that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and the legality, validity, and enforceability of the remaining provisions of this Program Terms shall not be affected thereby.
Entire Program Terms. These Program Terms constitutes the entire Program Terms between the Parties and supersedes all previous agreements, proposals, and negotiations, whether written or oral, regarding the subject matter herein. No trade usage, regular industry practice, or method or course of dealing between the Parties shall be used to modify, interpret, supplement, or alter the terms of this Program Terms in any way.