Last Updated 3rd March 2020
Some jurisdictions have consumer protection and other legislation which may apply to the services and which do not allow certain provisions. To the extent that a limitation, exclusion, restriction or other provision set out below is specifically prohibited by applicable law, such limitation, exclusion, restriction or provision may not apply to you.
Dataships’Services are technology solutions offered through a single platform that helpto build healthy and transparent data relationships between companies and theirusers. The Services are designed to enable a company’s users to have access tothe customer data that the company holds on them. The Services are alsodesigned to allow the company to manage their customer’s data in a compliantmanner through a managed customer database. Users may import and exportCustomer Data between the Services and certain Third-Party Platforms throughsupported integrations. The Services also include Dataships Code deployed onyour internal IT infrastructure to enable the Dataships widget to be installedthat will facilitate the Dataships Data Access Gateway tool via the Userswebsite.
Each Service is provided on a subscription basis for a setterm (typical on a monthly recurring basis). Dataships may also offerProfessional Services. The scope of Professional Services will be as outlinedin a Statement of Work referencing this Agreement and executed by both partiesdescribing the work to be performed, fees and any applicable milestones,dependencies and other technical specifications or related information (this willbe detailed in a “SOW”, otherwise known as a Statement of Work). UnlessProfessional Services are provided on a fixed-fee basis, you will pay Datashipsat the hourly or daily rates set out in the SOW. You will reimburse Datashipsfor reasonable travel and accommodation expenses as incurred.
You may access and use the Services solely for your ownbenefit and in accordance with the terms and conditions of this Agreement. Ifyou are given API keys or passwords to access the Services on Dataships’systems, you will require that all Users keep API keys, user ID and passwordinformation strictly confidential and not share such information with anyunauthorised person. User IDs are granted to individual, named persons and maynot be shared. If you are accessing the Services using credentials provided bya third party (e.g., Google), then you will comply with all applicable termsand conditions of such third party regarding provisioning and use of suchcredentials. You will be responsible for any and all actions taken using youand your user’s accounts and passwords. If any User who has access to a user IDis no longer an employee (or Contractor) of yours, then you will immediatelydelete such user ID and otherwise terminate such User’s access to the Service.The right to use the Services includes the right to deploy Dataships’ Code onyour technical infrastructure in order to enable the Dataships Data AccessGateway widget and similar functionality.
Subject to all of the terms and conditions of thisAgreement, Dataships grants to you a limited, non-transferable,non-sub-licensable, non-exclusive license during any applicable subscriptionterm to copy the Dataships Code in the form provided by Dataships solely tosupport the your use of Dataships’ services and otherwise in accordance withthe Documentation and this Agreement. You must implement Dataships Code inorder to enable features of the Services. You will implement all Dataships Codein strict accordance with the Documentation and other instructions provided byDataships. You acknowledge that any changes made after initial implementationof Dataships Code may cause the Services to cease working or functionimproperly and that Dataships will have no responsibility for the impact of anysuch changes.
You will not (and will not permit any third party to): (a)rent, lease, provide access to or sublicense the Services to a third party; (b)use the Services to provide, or incorporate these services into, any product orservice provided to a third party; (c) reverse engineer, decompile,disassemble, or otherwise seek to obtain the source code or non-public APIs tothe Services, except to the extent expressly permitted by applicable law (andthen only upon advance notice to Dataships); (d) copy or modify the Services orany documentation, or create any derivative work from any of the foregoing; (e)remove or obscure any proprietary or other notices contained in the Services(including without limitation (i) the "Powered by Dataships” designationthat may appear as part of the deployment of the Services on the Data AccessGateway widget and (ii) notices on any reports or data printed from theServices; or (f) publicly disseminate information regarding the performance ofthe Services.
If Dataships makes access to any APIs available as part ofthe Services, Dataships reserves the right to place limits on access to suchAPIs (e.g., limits on numbers of calls or requests). Further, Dataships maymonitor you and your users’ usage of such APIs and limit the number of calls orrequests you may make if Dataships believes that your usage is in breach ofthis Agreement or may negatively affect the Services (or otherwise imposeliability on Dataships).
If you avail of a free trial or evaluation subscription tothe Service, then you may use the Services in accordance with the terms andconditions of this Agreement for a period granted by Dataships (the "TrialPeriod"). Trial Subscriptions may not include all functionality andfeatures accessible as part of a paid Subscription Term. If you do not enterinto a paid Subscription Term, this Agreement and your right to access and usethe Services will terminate at the end of the Trial Period. Dataships has the rightto terminate a Trial Subscription at any time for any reason. Notwithstandinganything to the contrary in this agreement, Dataships will have no warranty,indemnity, support, or other obligations with respect to trial subscriptions.
In using the Services, you and your users must comply with,and refrain from violations of, any right of any other person, entity, law, orcontractual duty, including without limitation the laws of the Ireland and theEuropean Union, and including without limitation those laws forbidding:(a)distribution of child pornography, (b) forgery, identity theft, misdirectionor interference with electronic communications, (c) invasion of privacy,(d)unlawful sending of commercial electronic messages or other marketing orelectronic communications, (e) collection of excessive user data from children,or other improper data collection activities, (f) securities violations, wirefraud, money laundering, or terrorist activities, or (f) false advertising, propagatingor profiting from frauds and unfair schemes. You will also comply with theaffirmative requirements of law governing use of the Services, including butnot limited to: (i) disclosure requirements, including those regardingnotification of security breaches, (ii) records maintenance for regulatedindustries, and (iii) financial institution safeguards.
You shall notify Dataships if and when you learn of anysecurity breaches regarding the Services, and shall aid in any investigation orlegal action that is taken by authorities and/or Dataships to cure the securitybreach.
As between the parties, you retain all right, title andinterest (including any and all intellectual property rights) in and to yourusers’ Customer Data as provided to Dataships. Subject to the terms of thisAgreement, you hereby grant to Dataships a non-exclusive, worldwide,royalty-free right to use, copy, store, transmit, modify, create derivativeworks of and display your user’s Customer Data solely to the extent necessaryto provide the Services to you.
Dataships does not provide an archiving service. Datashipsagrees only that it will not intentionally delete any User Data from anyService prior to termination of the User’s applicable Subscription Term.Dataships expressly disclaims all other obligations with respect to storage.
Users are solely responsible for the preservation of theirdata which is saved onto Dataships’ virtual server. To the extent permitted byapplicable law, Dataships shall have no responsibility to preserve data.Dataships shall have no liability for any data that may be lost, orunrecoverable, by reason of a user's failure to backup their data or for anyother reason.
3C.1 – The User is solely responsible for the accuracy,content and legality of all their User Data. The User represents and warrantsto Dataships that the User has all necessary rights, consents and permissionsto collect, share and use all the User’s Customer Data as contemplated in thisAgreement (including granting Dataships the rights in Section 3.A and that noneof the User’s Data will violate or infringe (i) any third party intellectualproperty, publicity, privacy or other rights, (ii) any Laws, or (iii) any Termsof Use, privacy policies or other agreements governing the User’s accounts withany Third-Party Platforms. The User will be fully responsible for any UserCustomer Data submitted to the Services by any Person as if it was submitted bythe User.
3C.2 – The User agrees not to use any Social Media Dataobtained via the Services for the purposes of cookie tracking, ad exchanges, adnetworks, data brokerages, sending electronic communications (including email)in violation of applicable Law, or any other activity or purpose that may beidentified as prohibited by Dataships from time to time.
3C.4 – Notwithstanding anything to the contrary herein, theUser agrees that Dataships may obtain and aggregate technical and other dataabout the User’s use of the Services that is non-personally identifiable withrespect to User ("Aggregated Anonymous Data"), and Dataships may usethe Aggregated Anonymous Data to analyse, improve, support and operate theServices and otherwise for any business purpose during and after the term ofthis Agreement, including without limitation to generate industry benchmark orbest practice guidance, recommendations or similar reports for distribution toand consumption by the User and other Dataships customers.
5.1 Dataships agrees to use commercially reasonabletechnical and organisational measures designed to prevent unauthorised access,use, alteration or disclosure of any Service or User Data. However, Datashipswill have no responsibility for errors in transmission, unauthorizedthird-party access or other causes beyond Dataships control.
5.2 Users shall utilise proper security protocols, such assetting strong passwords and access control mechanisms, safeguarding access toall logins and passwords, and verifying the trustworthiness of persons who areentrusted with account access information.
6.2 All Content added, created, uploaded, submitted,distributed, or posted to the Services by users (collectively "UserContent"), whether publicly posted or privately transmitted, is the soleresponsibility of the person who originated such User Content. You representthat all User Content provided by you is accurate, complete, up-to-date, andincompliance with all applicable laws, rules and regulations. You acknowledgethat all Content, including User Content, accessed by you using the Services isat your own risk and you will be solely responsible for any damage or loss toyou or any other party resulting therefrom. We do not guarantee that any Contentyou access on or through the Services is or will continue to be accurate.
6.3 The Services may contain Content specifically providedby us, our partners or our users and such Content is protected by copyrights,trademarks, service marks, patents, trade secrets or other proprietary rightsand laws. You shall abide by and maintain all copyright notices, information,and restrictions contained in any Content accessed through the Services. Youshall not sell, license, rent, or otherwise use or exploit any Content forcommercial use or in any way that violates any third party right.
7.1 The Services may permit you to link to other websites,services or resources on the Internet, and other websites, services orresources may contain links to the Services. When you access third partyresources on the Internet, you do so at your own risk. These other resourcesare not under our control, and you acknowledge that we are not responsible orliable for the content, functions, accuracy, legality, appropriateness or anyother aspect of such websites or resources. The inclusion of any such link doesnot imply our endorsement or any association between us and their operators.You further acknowledge and agree that we shall not be responsible or liable,directly or indirectly, for any damage or loss caused or alleged to be causedby or in connection with the use of or reliance on any such content, goods orservices available on or through any such website or resource. It is yourresponsibility to protect your system from such items as viruses, worms, Trojanhorses and other items of a destructive nature.
8A.1 Dataships accepts major credit cards and debit cards.Other forms of payment may be arranged by contacting Dataships at email@example.com. Please note that anypayment terms presented to you in the process of using or signing up for paidServices are deemed part of this Agreement.
8A.2 We use third-party payment processors (the “PaymentProcessors") to bill you through a payment account linked to your Accounton the Services (your "Billing Account") for use of the paidServices. The processing of payments may be subject to the terms, conditionsand privacy policies of the Payment Processors in addition to this Agreement.We are not responsible for error by the Payment Processors. By choosing to usepaid Services, you agree to pay us, through the Payment Processors, all chargesat the prices then in effect for any use of such paid Services in accordancewith the applicable payment terms and you authorize us, through the PaymentProcessors, to charge your chosen payment provider (your “PaymentMethod"). You agree to make payment using that selected Payment Method. Wereserve the right to correct any errors or mistakes that it makes even if ithas already requested or received payment.
8B.1 The term of this Agreement shall be monthly, tocommence on the date that the User signs up electronically for the Services bycreating an Account with an email address. All invoices are denominated, andUser must pay, in Euros. Users are typically billed monthly on or about thefirst day of each month, with payment due no later than ten (10) days past theinvoice date. Users are entirely responsible for the payment of all taxes. Forspecific pricing ranges, please refer to the Pricing Page onhttps://dataships.io. Monthly fees and renewal fees will be billed at the rateagreed to at purchase. You may cancel the Services at any time, subject tocontract, by contacting us at firstname.lastname@example.org and informing us of your intention to cancel. At cancellation, your Accountwill be deactivated and you will no longer be able to log into our site and/orhave any access to the Services. Except in the case of subscription commitmentsyou have agreed to, which shall be non-refundable, as permitted by law, if youcancel, you agree that any start-up costs associated with setting up yourAccount ("Start-up Costs") shall be non-refundable, as permitted bylaw. With the exception of any subscription commitments agreed by you, if youpaid fees in advance for any period longer than one month, then you may, withthe exception of any Start-up Costs, obtain a refund on a pro rata basis forthe period remaining after you cancel.
8B.2 Some of the paid Services may consist of an initialperiod, for which there is a one-time charge, followed by recurring periodcharges as agreed to by you (e.g. set-up costs). By choosing a recurringpayment plan, you acknowledge that such Services have an initial and recurringpayment feature and you accept responsibility for all recurring charges priorto cancellation. We may submit periodic charges (e.g. monthly) without furtherauthorisation from you, until you provide prior notice (receipt of which isconfirmed by us) that you have terminated this authorisation or wish to changeyour payment method. Such notice will not affect charges submitted before wereasonably could act.
8B.3 Users must provide current, complete and accurateinformation for your billing account. Users must promptly update allinformation to keep their billing account current, complete and accurate (suchas a change in billing address, credit card number, or credit card expirationdate), and they must promptly notify us or our payment processors if theirpayment method is cancelled (e.g. for loss or theft) or if they become aware ofa potential breach of security, such as the unauthorised disclosure or use oftheir user name or password. Changes to such information can be made at in theAccount section of the Dataships backend. If you fail to provide any of theforegoing information, you agree that we may continue charging you for any useof paid services under your billing account unless you have terminated yourpaid services as set forth above.
8B.4 Users are restricted from registering multiple Accountswith the same billing details without first notifying Dataships of that intent.Otherwise, Dataships shall have the right to automatically flag such Accountsas fraudulent or abusive, and Dataships may, without notification to the Userof such Account, suspend the service of such Account or any other Account usedby such User. The use of referral codes by multiple Accounts having the samebilling profile is not allowed. Dataships also reserves the right to terminatea User's Account if it is targeted by malicious activity from other parties.
8C.1 Payments not made within ten (10) days of invoicingwill be deemed in arrears. For accounts in arrears, if any amount is more thanten (10) days overdue, without the requirement of providing notice of sucharrears, Dataships may suspend service to such account and bring legal actionto collect the full amount due, including any solicitors' fees and costs.
9.1. This Agreement is effective as of the Effective Dateand expires on the date of expiration or termination of all Subscription Terms.
9.3. Either party may terminate this Agreement (includingall related Order Forms) if the other party (a) ceases operation without asuccessor; or (b) seeks protection under any bankruptcy, receivership, trustdeed, creditors' arrangement, composition, or comparable proceeding, or if anysuch proceeding is instituted against that party (and not dismissed withinsixty (60) days thereafter).
10.1 – Users shall keep confidential any confidentialinformation to which it is given access, and shall cooperate with Dataships‘efforts to maintain the confidentiality thereof. Users shall not publish tothird parties or distribute information or documentation that Datashipsprovides for purposes of operating and maintaining its systems, includingmaterial contained in estimates, invoices, or other such materials.
10.2 Each party (as "Receiving Party") agrees thatall code, inventions, know-how, business, technical and financial informationobtains from the disclosing party ("Disclosing Party") constitute theconfidential property of the Disclosing Party ("ConfidentialInformation"),provided that it is identified as confidential at the timeof disclosure or should be reasonably known by the Receiving Party to beconfidential or proprietary due to the nature of the information disclosed andthe circumstances surrounding the disclosure. Any Dataships Technology,performance information relating to any Service, and the terms and conditionsof this Agreement will be deemed Confidential Information of Dataships withoutany marking or further designation. Except as expressly authorised herein, theReceiving Party will (1) hold in confidence and not disclose any ConfidentialInformation to third parties and (2) not use Confidential Information for anypurpose other than fulfilling its obligations and exercising its rights underthis Agreement. The Receiving Party may disclose Confidential Information toits employees, agents, contractors and other representatives having alegitimate need to know, provided that such representatives are bound toconfidentiality obligations no less protective of the Disclosing Party thanthis Section 10 and that the Receiving Party remains responsible for complianceby any such representative with the terms of this Section 10. The ReceivingParty confidentiality obligations will not apply to information that theReceiving Party can document: (i) was rightfully in its possession or known toit prior to receipt of the Confidential Information; (ii) is or has becomepublic knowledge through no fault of the Receiving Party; (iii) is rightfullyobtained by the Receiving Party from a third party without breach of anyconfidentiality obligation; or (iv) is independently developed by employees ofthe Receiving Party who had no access to such information. The Receiving Partymay make disclosures to the extent required by law or court order, provided theReceiving Party notifies the Disclosing Party in advance and cooperates in anyeffort to obtain confidential treatment. The Receiving Party acknowledges thatdisclosure of Confidential Information would cause substantial harm for whichdamages alone would not be a sufficient remedy, and therefore that upon anysuch disclosure by the Receiving Party the Disclosing Party will be entitled toseek appropriate equitable relief in addition to whatever other remedies itmight have at law.
12.1. Dataships warrants, for the User’s benefit only, thateach Service will operate in substantial conformity with the applicableDocumentation. Dataships’ sole liability (and the User’s sole and exclusiveremedy) for any breach of this warranty will be, at no charge to the User, forDataships to use commercially reasonable efforts to correct the reportedon-conformity, or if Dataships determines such remedy to be impracticable,either party may terminate the applicable Subscription Term and the User willreceive as its sole remedy a refund of any fees the User has pre-paid for useof such Service for the terminated portion of the applicable Subscription Term.The limited warranty set forth in this Section 12.1 will not apply: (i) unlessCustomer makes a claim within thirty (30) days of the date on which the Userfirst noticed the non-conformity, (ii) if the error was caused by misuse,unauthorised modifications or third-party hardware, software or services,or(iii) to use provided on a no-charge, trial or evaluation basis.
12.2. Except for the limited warranty in section 12.1, allservices and professional services are provided "as is". NeitherDataships nor its suppliers makes any other warranties, express or implied,statutory or otherwise, including but not limited to warranties ofmerchantability, title, fitness for a particular purpose or non-infringement.Dataships does not warrant that the User’s use of the services will beuninterrupted or error-free, nor does Dataships warrant that it will review theUser’s data for accuracy or that it will preserve or maintain the User’s datawithout loss or corruption. Dataships shall not be liable for the results ofany communications sent or any communications that were failed to be sent usingthe Services. Dataships shall not be liable for delays, interruptions, servicefailures or other problems inherent in use of the internet and electroniccommunications, third-party platforms or other systems outside the reasonablecontrol of Dataships. The User may have other statutory rights, but theduration of statutorily required warranties, if any, shall be limited to theshortest period permitted by law.
13.1 In no event shall we, nor our directors, employees,partners, suppliers or content providers, be liable under contract, tort,strict liability, negligence or any other legal or equitable theory withrespect to the services (i) for any lost profits, data loss, cost ofprocurement of substitute goods or services, or special, indirect, incidental,punitive, compensatory or consequential damages of any kind whatsoever,substitute goods or services (however arising), (ii) for any bugs, viruses,trojan horses, or the like (regardless of the source of origination), or(iii)for any direct damages in excess of (in the aggregate) of fees paid to usfor the particular services during the immediately previous one month period,even if Dataships had been advised of, knew, or should have known, of thepossibility thereof. Users acknowledge that the fees paid by him or her reflectthe allocation of risk set forth in this agreement and that Dataships would notenter into this agreement without these limitations. Users hereby waive any andall claims against Dataships arising out of user's purchase or use of theservices, or any conduct of Dataships' directors, officers, employees orrepresentatives. Your sole and exclusive right and remedy in case ofdissatisfaction with the services or any other grievance shall be yourtermination and discontinuation of access to or use of the services.
In addition, you agree that Dataships is not responsible forany data compiled by our services and that Dataships will not be liable, in anymanner, as a result of your exposure to any defamatory, threatening, unlawfullyharassing, obscene or otherwise unlawful content or data. In no event shallDataships, or any third party provider of any component of the services or ofany information delivered as part of the services, be liable to you and/or anyparty for any damages of any kind, including but not limited to direct,indirect, special, exemplary, punitive, consequential or similar damagesarising out of or related to the services, content, products, the use orinability to use this website, or any linked website, including withoutlimitation, lost profits, loss of use, business interruption, or other economiclosses, loss of programs or other data, whether in an action of contract,negligence or other tortious action, even if Dataships is advised of the possibilityof such damages, including liability associated with any viruses which mayinfect your computer equipment. Some jurisdictions limit or prohibit theforegoing limitations, and in such jurisdictions the foregoing limitationsshall be applied to the maximum extent permitted by law.
15.1 Mindful of the high cost of litigation, you and Dataships agree, where permissible by the applicable laws, to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement;(iii) the Services; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and Dataships ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by email or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) if to Dataships at: email@example.com or 40 Dawson St., Dublin 2, Dublin, Ireland or (2) if to you at: your last-used billing address in your Account information. Both you and Dataships agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.
16.1 Neither you nor Dataships shall be liable foron-performance of the terms herein to the extent that either you or Datashipsare prevented from performing as a result of any act or event which occurs and isbeyond your or Dataships' reasonable control, including, without limitation,acts of God, war, unrest or riot, strikes, any action of a governmental entity,weather, quarantine, fire, flood, earthquake, explosion, utility ortelecommunications outages, Internet disturbance, or any unforeseen change incircumstances, or any other causes beyond either party's reasonable control.The party experiencing the force majeure shall provide the other party withprompt written notice thereof and shall use reasonable efforts to remedyeffects of such force majeure.
16.2 The Website contains many of the valuable trademarksand other proprietary materials owned (e.g. logos, graphics and images),registered and used by Dataships. Any unauthorised use of trademarks and otherproprietary materials of Dataships is strictly prohibited and all rights insame are reserved by Dataships. No use of any Dataships trademark may be madeby any third party without express written consent of Dataships. Other productsand company names mentioned in the Website may be the trademarks of theirrespective owners.
16.3 Elements of Dataships' Website are protected bytrademark and other laws and may not, unless otherwise permitted hereunder, becopied in whole or in part. You may copy such images, text, screens, web pages,materials, data, Content and other information used and displayed on theWebsite for your personal or educational use only, provided that each copyincludes any copyright, trademark or service mark notice or attribution as theyappear on the pages copied. Except as provided in the preceding sentence, noneof such images, text, screens, web pages, materials, data, Content and otherinformation used and displayed on the Website may be copied, displayed,distributed, downloaded, licensed, modified, published, reposted, reproduced,reused, sold, transmitted, used to create a derivative work or otherwise usedfor public or commercial purposes without the express written permission ofDataships.
You may contact us at the following addresses:
40 Dawson Street,
Effective Date: June26th, 2018
Copyright 2020 Dataships. All rights reserved.No part of Dataships' Website may be reproduced, modified, or distributed inany form or manner without the prior written permission of Dataships.