Terms and Conditions
Last updated: June 6, 2023
Please read these terms carefully. Unless explicitly stated otherwise, these terms and conditions (“Subscription Agreement”) and all other applicable terms (collectively called the “Agreement”) govern your use of the services (as defined below) offered by dScribe BV (“dScribe”, “we”, “us” or “our”), including but not limited to, any free trial or paid dScribe services or software which is linked to the Subscription Agreement.
By using or accessing the Services (as defined below), or by otherwise indicating your acceptance of this Agreement, you agree to be bound by this Agreement. dScribe may modify this Agreement from time to time, subject to the terms in Section 13 (Changes to this Agreement) below.
If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to dScribe that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your,” “Customer”, or a related capitalized term herein will refer to such Entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Services (as defined below).
1. Overview
This Agreement governs the use of dScribe’s cloud-based solutions that are provided as part of a subscription or require a dScribe account, along with any software made available by dScribe in connection with such services, including add-ons (e.g., browser plugin), software development kits, dScribe’s application programming interfaces (“APIs”) and gateways made available in connection with such cloud-based solutions (collectively, the “Services”).
2. Services
2.1. Access to Services
Subject to your compliance with this Agreement (including all payment obligations), dScribe hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates) right, to access and use the Services. If you are agreeing to this Agreement on behalf of an Entity, such Entity’s Affiliates may also access and use the Services provided that such Affiliates agree to be bound by the terms of this Agreement, and the Entity remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if the Entity had performed such acts and omissions itself. “Affiliate” means any entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
2.2. Restrictions
Unless otherwise expressly permitted in writing by dScribe, you will not and you have no right to:
- sell, lease, commercialize, or export access to the Services to any third party, or sign up for the Services on behalf of a third party;
- interfere with, disrupt, alter, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services;
- reverse engineer the Services;
- take any action that would cause the Software, the Source Code or the Documentation to be placed in the public domain.
2.3. Credentials
You are responsible for maintaining the confidentiality of all usernames, email addresses, passwords, and other access credentials (such as API tokens and OAuth credentials) created by or assigned to you (“Credentials”) and are solely responsible for all activities that occur with such Credentials.
If you permit third parties to access your dScribe account (e.g., by providing your API token or using OAuth), you do so at your sole risk and dScribe will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your dScribe account, the third party may obtain, modify, or delete your account data and settings.
You agree to notify dScribe promptly of any actual or suspected unauthorized use of any Credentials. dScribe reserves the right to terminate any Credentials that dScribe reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you.
2.4. Customer Content and Network Data
2.5.1 You will retain all right, title and interest in and to any data, content, code, images or other materials of any type that you or your users store in the Services (collectively, “Customer Content”). Subject to the terms of this Agreement, you hereby grant us a non-exclusive, fully sublicensable, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of Customer Content, in each case strictly restricted to the extent necessary to provide the Services.
2.5.2 You must obtain all necessary rights, releases and permissions to provide Customer Content to dScribe, and Customer Content and its transfer must not violate any applicable laws and regulations (“Laws”) (including without limitation those relating to export control or electronic communications). Other than our security obligations under Section 6.2 (Security), we assume no responsibility or liability for Customer Content, and you will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Customer Content.
2.5.3 By transmitting Customer Content to or through the Services, you represent and warrant that Customer Content does not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
2.5.4 You acknowledge and agree that your Customer Content can be shared with dScribe’s employees, representatives, officers, directors, agents, advisors, affiliates and consultants who have a need to know such data for the purpose of providing technical support; and are bound by a confidentiality obligation prior to such disclosure;
2.5.5 dScribe retains all right, title, and interest in all models, observations, reports, analyses, statistics, databases and other information created, compiled, generated or derived by dScribe from server, network or traffic data generated by dScribe in the course of providing the Services (“Network Data”), and shall have the right to use Network Data for purposes of providing, maintaining, developing, and improving its Services. dScribe may monitor and inspect the traffic on the dScribe network, including any related logs, as necessary to perform the Services. To the extent the Network Data includes any Personal Data (as defined below), dScribe will handle such Personal Data in compliance with applicable data protection laws.
2.5. Free Trial
We may offer a free trial to new customers of the Services from time to time. You will not be charged for a free trial and the subscription will be suspended until upgraded to a paid version at the end of the free trial. We will have no liability for any harm or damage arising out of or in connection with any free trial.
2.6. Acceptable Use
You agree not to, and not to allow third parties to use the Services to: (a) falsely imply any sponsorship or association with dScribe; (b) post, transmit, store or link to any files, materials, data, text, audio, video, images or other content that infringe on any person’s intellectual property rights or that are otherwise unlawful; (c) distribute viruses, worms, time bombs, Trojan horses, or other malicious code, files, scripts, software agents and programs; (d) facilitate phishing, spamming, or other technical abuse; or (e) engage in any activities that are illegal.
3. Third-Party Products and Services
You may access or use, at your sole discretion, certain third-party products and services that interoperate with the Services (“Third-Party Products”), including, but not limited to, third-party service integrations made available through the dScribe admin portal or APIs, and third-party products or services that you authorize to access your dScribe account using OAuth or other Credentials. dScribe does not make any representations, warranties, or guarantees regarding the Third-Party Products and the providers thereof, including, but not limited to, as to their continued availability, security, and integrity. If dScribe makes a Third-Party Product available to you, it is on an “AS IS” and “AS AVAILABLE” basis, and dScribe may cease providing it without entitling you to any refund, credit, or other compensation. Each Third-Party Product is governed by the terms of service, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third party provider. Your access or use of a Third-Party Product is solely between you and the applicable Third-Party Product provider. dScribe will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any of the Third-Party Products.
4. Billing
4.1. Subscription Terms
Services that are provided to you as Paid Services are provided on an annual or monthly subscription basis (“Subscription Term”).
4.2. Renewals
All of your subscriptions to Paid Services with a Subscription Term will automatically renew for periods equal to your previous Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription at least thirty (30) days prior to your next scheduled billing date. When not sure how to cancel, you may cancel your subscription by contacting us via accounting@dscribedata.com.
4.3. Payment
In order to access those Services for which we require a fee (“Paid Services”) you will be required to pay all fees by the due dates and in the currency specified when ordering these Paid Services.
You may provide dScribe with your credit card information (“Payment Method”) or other relevant payment details. By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly or annual basis, or as otherwise applicable for the fees associated with the Paid Services that you use. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. dScribe will begin billing your Payment Method for the Paid Services at the start of the Subscription Term.
If a purchase order number (“PO Number”) is required in order for an invoice to be paid, you can provide such PO Number to dScribe by emailing the PO Number to accounting@dscribedata.com.
4.4. Price Changes
We reserve the right to change the fees that we charge for the Services, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.
4.5. Cancellation
Fees are non-refundable. You can cancel your subscription at any time by logging in to your account. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services, please email us at support@dscribedata.com.
4.6. Taxes
Unless otherwise stated, our charges do not include any taxes or duties, including value-added, sales, use or withholding taxes (collectively “Taxes”), assessable in the jurisdiction where the payment is either made or received. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
5. Beta Functionality
From time to time, we may make non-production features (“Beta Functionality”) that are under development available to you. You may access such Beta Functionality at your sole discretion. Beta Functionality is intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up or first use. dScribe is not obligated to provide you with support for the Beta Functionality or correct any bugs, defects, or errors in the Beta Functionality. We may discontinue, suspend, or remove Beta Functionality (including any Customer Content stored as part of the Beta Functionality) or your access thereto at any time in our sole discretion and may never make them generally available. In the event that a version of a Beta Functionality becomes generally available without the applicable Beta Functionality designation, you may be permitted to continue using the generally available Services subject to additional terms as provided in the Agreement. You understand that any information you obtain regarding Beta Functionality is confidential information, and you agree not to disclose such information until a Beta Functionality becomes generally available, except as required by law, and to only use such information in connection with your use of the Beta Functionality. Notwithstanding Section 12, we will have no liability for any harm or damage arising out of or in connection with any Beta Functionality.
6. Data Processing and Security
6.1. Data Processing
If Customer Content includes the personal data of European data subjects as those terms are defined by EU and UK Data Protection Laws and all data defined as ‘personal information’ under the California Consumer Privacy Act (“CCPA”) (collectively, “Personal Data”), then dScribe is a data processor or sub-processor, as applicable. “EU and UK Data Protection Laws” means all Laws and regulations of the European Union, the European Economic Area, their member states, Switzerland, and the United Kingdom, applicable to the processing of Personal Data including (where applicable), the Swiss Federal Act on Data Protection, the UK Data Protection Act and the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data).
6.2. Security
We implement security procedures to help protect Customer Content from security threats. However, you understand that your use of the Services necessarily involves transmission of Customer Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of Customer Content that is lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Customer Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
7. Termination of Use, Discontinuation and Modification of the Services
You will lose your license to use the Services if you violate any provision of this Agreement, including but not limited to those in Section 4. dScribe reserves the right to investigate violations of this Agreement. We reserve the right to suspend or terminate your user account upon learning that you are a repeat infringer. We also reserve the right to modify or discontinue the Services at any time (including, without limitation, by limiting or discontinuing certain features of the Services) without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services. You may terminate your account at any time through the Services subscription page.
8. Ownership, Proprietary Rights
The visual interfaces, graphics, design, compilation, information, data, computer code, products, software, services, and all other elements of the Services (the “Materials”) provided by dScribe are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Services are the property of dScribe. Except as expressly authorized by dScribe you may not make use of the Materials. dScribe reserves all rights to the Materials not granted expressly in this Agreement.
You hereby grant dScribe a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide to dScribe relating to the Services.
9. Indemnification
9.1. By dScribe
dScribe will defend you against any third party claim brought against you, to the extent that such claim is based on an allegation that a Paid Service, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you against any damages and costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction attributable to such a Claim or agreed to settlement by dScribe. If any portion of a Paid Service becomes, or in dScribe’s opinion is likely to become, the subject of an infringement claim, dScribe may, at dScribe’s option: (a) procure the right for you to continue using the Paid Service; (b) replace the Paid Service with non-infringing services which do not materially impair the functionality of the Paid Services; (c) modify the Paid Services so that it becomes non-infringing; or (d) terminate the Paid Services and refund any pre-paid subscription fees covering the remainder of the Subscription Term, and upon such termination, you will immediately cease all use of the Paid Services. dScribe will have no obligation under this Section 9 or otherwise with respect to any infringement claim based upon: (i) any use of a Paid Services not in accordance with this Agreement or the applicable dScribe documentation; any use of a Paid Services in combination with third party products or services not supplied by dScribe; or (ii) any modification of a Paid Services by any person other than dScribe or its authorized agents. This subsection sets forth dScribe’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to claims of infringement of third party intellectual property rights.
9.2. By You
You agree that you will be responsible for your use of the Services, and you agree to defend, indemnify, and hold harmless dScribe and its officers, directors, employees, consultants, Affiliates (as defined above), subsidiaries and agents (collectively, the “dScribe Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to, use of, or alleged use of the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
10. Warranty Disclaimer
The Services are made available to you on an “as is” and “as available” basis, with the express understanding that dScribe has no obligation to monitor, control, or vet user content or data. As such, your use of the services is at your own discretion and risk. dScribe makes no claims or promises about the quality, accuracy, or reliability of the services, its safety or security, or the services content. Accordingly, dScribe is not liable to you for any loss or damage that might arise, for example, from the Services’ inoperability, unavailability or security vulnerabilities, or from the inoperability or unavailability of any applications you integrate with the Services.
dScribe expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability
In no event will dScribe be liable to you or any third party for any indirect, incidental, special, consequential or punitive damages arising out of or relating to your access to or use of, or your inability to access or use, the Services or any Materials or content on the Services, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not dScribe has been informed of the possibility of such damage.
You agree that the aggregate liability of dScribe to you for any and all claims arising out of relating to the use of or any inability to use the services (including any materials or content available through the services) or otherwise under this agreement, whether in contract, tort, or otherwise, is limited to the amounts you have paid to dScribe to access and use the service in the 12 months prior to the claim.
12. Applicable Law
This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of Belgium without giving effect to the conflict of law principles thereof. In case of any dispute arising in respect of this Agreement, whether during or after its term, the parties shall first attempt to amicably settle such dispute. Where no such amicable settlement can be reached within thirty (30) days from the dispute having arisen, the dispute shall be submitted either to a mutually agreed upon arbitration court, or, in the event the parties cannot mutually agree, to the courts of Brussels, Belgium.
13. Changes to this Agreement
13.1. Modifications
We may modify the terms and conditions of this Agreement from time to time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your account. Together with the notification, we will specify the effective date of the modifications.
13.2. Paid Services
Unless indicated otherwise, modifications to this Agreement will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 4.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Paid Services upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Paid Services for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Paid Services are subject to the version of these Terms in effect at the time of the ordering of said Paid Services.
13.3. Free Services
In some instances, such as with Free Services, you must accept the modifications to continue using the Services. If you do not agree with the modifications, your exclusive remedy will be to stop using the Free Services.
14. Changes to the Services
You acknowledge that the Services are online, subscription-based products, and that in order to provide improved customer experience we may make changes to the Services, and we may update the applicable documentation accordingly. Subject to our obligation to provide Services under existing Subscription Terms, we can discontinue any Services or any portion or feature of any Services for any reason at any time without liability to you.
15. Electronic Communications
By using the Services, you consent to receiving certain electronic communications from us as. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. Publicity
You agree to allow us to identify you as a customer, to use your website’s name in connection with proposals to prospective customers, to hyperlink to your website’s home page, to display your logo on the dScribe website, and to otherwise refer to you in print or electronic form for marketing or reference purposes. If you do not wish for dScribe to use your name or logo in any of the preceding ways, please contact legal@dscribedata.com.
17. Versions
The authoritative version of this document is available at: http://www.dscribedata.com/terms-and-conditions. While translations of this document may be provided for your convenience, the English language version hosted at the link above is binding for all users of the Service.
18. General
This Agreement constitutes the entire and exclusive understanding and agreement between you and dScribe regarding your use of and access to the Services. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Subscription Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 2.5.1 and Sections 8 through 15.
19. Contact Information
The Services are offered by dScribe BV, incorporated under the laws of Belgium, registered with the enterprise number 0770.726.861, and located at Klein Katrol 10, 8530 Harelbeke, Belgium. You may contact us by sending correspondence to the foregoing address or by emailing us at legal@dscribedata.cd
