PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“Agreement”) CAREFULLY. By accessing and using DataAppraisal’s website and any other websites of DataAppraisal on which a link to these terms appear (collectively, the “Site”), proprietary services, information and/or content contained therein (each, a “Service,” and collectively, “Services”), you (“you” or “Customer”) agree to be bound by the terms and conditions of this Agreement. This Agreement is a binding legal document between Customer and DataAppraisal, Inc., a Delaware corporation (“DataAppraisal,” “we,” “us,” or “our”). Customer or DataAppraisal may be referred to individually as a “Party” and collectively “Parties.” If you are using the Services on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “you” and “user” will include both you, the individual user, and such organization.

Do not access or use the Site or Services if you do not agree to these Terms of Service. The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies and procedures of specific application that DataAppraisal may disclose from time-to-time. We may revise and update this Agreement from time-to-time in our sole discretion and will make the revised version available to you by posting the updated Agreement to the Services and presenting you with a blocker card, acceptance gate, or other clickthrough notification window that you will be required to accept to access the Services or continue using the Services. Failure to accept the revised version of the Agreement will prevent you from accessing some or all of the features of the Services.

1.      THE SERVICES.

1.1    Grant of Access. DataAppraisal’s Services provide information and tools relating to the monetization and commercialization of data. DataAppraisal hereby grants to you a limited, revocable, non-exclusive, non-transferable, right to access and use the Services and any DataAppraisal Materials (defined below) made available through the Services solely for your personal or internal business purposes. Other than as expressly granted in this Agreement, no other rights or licenses to the Services or DataAppraisal Materials are granted. If you do not comply with the terms of this Agreement, DataAppraisal reserves the right to revoke, suspend, or limit your right to access and use the Services. Any use of the Services that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the immediate termination the Agreement and your access to the Services.

1.2    Modification. You agree that DataAppraisal has the right to change, modify, add to, or discontinue any aspect or feature of the Services at any time without any obligation to give you advance notice of any changes. From time-to-time, DataAppraisal may release upgrades, fixes, or new versions of the Services, although such upgrades may not be consistent across all platforms and devices.

1.3    Removal of Access. DataAppraisal reserves the right, without liability to you or any third party, to reasonably suspend or refuse access to the Services for you in the event that: (i) you breach or violate this Agreement or other incorporated documents or policies; (ii) there is a technical or security issue or problem that requires temporary suspension; or (iii) you engage in fraudulent or illegal activities or a material breach of your obligations under this Agreement.

1.4    Defects and Availability. DataAppraisal uses commercially reasonable efforts to maintain the Services; however, DataAppraisal is not responsible for any unanticipated defects or failures associated with the Services or any damages to you (either direct or indirect) that may result from any such defects or failures. DataAppraisal is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Services or any damages resulting from your failure to properly implement the Services on your web properties. The Service may be inaccessible or inoperable for any reason including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which may be undertaken from time-to-time by DataAppraisal or its third-party service providers; or (iii) any other causes beyond DataAppraisal’s reasonable control. You further understand that the Services are provided over the Internet and hosted by a third-party provider, so the quality and availability of the Services may be affected by factors outside of DataAppraisal’s control. The Services are not intended to be available 100% of the time and DataAppraisal does not make any guarantees regarding the reliability or availability of the Services and will not be liable to you or any third party for damages or losses related to the Services being unavailable. Customer will be responsible for its own telecommunications, internet, mobile connectivity and equipment to properly use the Services and for paying all third-party access fees incurred by Customer to access and use the Services.

1.5    Communications. When applicable, by providing your email address you consent to receiving communications regarding the Services including, but not limited to, operational notices about your use of the Services and updates to the Services. You may also receive promotional information and materials regarding the Services. You may opt out of receiving promotional communications by contacting us with your request or exercising the opt-out features available through a promotional email message. You may not, however, opt out of email communications regarding operational matters involving your access to the Services.

1.6    Third-Party Products. The Services may permit access to Third-Party Products. “Third-Party Products” include any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions which may, depending on the Third-Party Product, be presented to you for acceptance via an API between the Third-Party Product and the Service. Otherwise, the terms and conditions for access to such Third-Party Products are available for acceptance in the manner determined by the vendors of such products. DataAppraisal is neither responsible nor liable to you or to any third party for your failure to properly accept the terms of any Third-Party Product. Likewise, if you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. You further acknowledge and agree that DataAppraisal will not be responsible or liable, directly or indirectly, and you indemnify and hold DataAppraisal harmless from and against any damage or loss arising from or related to your use of or reliance upon any Third-Party Products or the content, materials, or information accessed thereon.

2.      CUSTOMER OBLIGATIONS, REPRESENTATIONS, AND RESTRICTIONS.

2.1    Representations. You hereby represent and warrant that: (i) you have the legal capacity and authority to enter into and perform your obligations under this Agreement; (ii) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Services or any part thereof; (iii) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information DataAppraisal may reasonably require; and (iv) your access to and use of the Services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use, or any law or regulation to which you are subject.

2.2    Prohibited Uses. Customer shall not use the Services for purposes other than as set forth in this Agreement. In furtherance thereof, Customer will not: (i) license, sublicense, sell, resell, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of the Services in any way; (ii) disclose, disseminate, reproduce or publish any portion of the Services or any data received in connection therewith in any manner or permit the same; (iii) use the Services to create or assist in creating derivative products or other derivative works or a competing service or product; (iv) modify, adapt, translate, alter, disassemble, decompile, manipulate, reverse engineer, or otherwise attempt to learn the source code of any portion of the Services; (iv) permit any third party to access or use the Services; (v) create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on its own intranets or otherwise for its own internal business purposes; (vi) send spam or other duplicative or unsolicited messages in violation of applicable laws; (vii) send or store infringing, harassing, offensive, defamatory, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party rights; (viii) send through, store in or otherwise introduce to the Services, through its use or otherwise, a computer virus, rogue program, trojan horse, worm or other malicious code; (ix) interfere with or disrupt the integrity or performance of the Services, the data contained therein, the servers, data centers or networks connected to the Service; (x) attempt to gain unauthorized access to the Services or its related systems or networks; (xi) use the Services for any fraudulent or otherwise unlawful purposes, or in violation of this Agreement or any rights of any third party; or (xii) remove, obscure, or alter any notices or indications of any Intellectual Property Rights (defined below), any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices.

2.3      Compliance with Laws. Customer shall use the Services in compliance with all applicable laws, statutes, ordinances and regulations, including state and federal data protection laws. Customer shall obtain any necessary licenses, certificates, permits, approvals or other authorizations required by all laws, statutes, ordinances and regulations applicable to Customer’s use of the Services.

3.      PROPRIETARY RIGHTS

3.1    Title to Technology. As between Customer and DataAppraisal, all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) pertaining to the Services, in whole or in part, shall be, vest with, and remain the exclusive property of DataAppraisal and its third party licensors. Other than as expressly granted herein, nothing in this Agreement is meant to give Customer any Intellectual Property Rights in or to the Services. The Services, including all systems, databases, technology, platforms, algorithms, information, data, documents, materials, devices, methods, processes, software, and other technologies and inventions, including technical or functional descriptions, requirements, plans, specifications, reports, or Intellectual Property Rights, which DataAppraisal has provided, used, or made available in connection with the Service (collectively, the “DataAppraisal Materials”) shall be and remain at all times the property of DataAppraisal. DataAppraisal or its licensors exclusively own all right, title, and interest in and to the DataAppraisal Materials, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, service marks, logos, icons displayed or related therein or thereto. You are not acquiring any Intellectual Property Rights in or to the DataAppraisal Materials other than a non-exclusive right to access and use the Services solely in accordance with the terms of this Agreement. Unless otherwise agreed, the DataAppraisal Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement. Any unauthorized use of any DataAppraisal Materials, whether owned by DataAppraisal or any other parties, may violate copyright laws, trademark laws, intellectual property, privacy and publicity laws and communications regulations and statutes. Any Third-Party Products included in the DataAppraisal Materials may be subject to the additional third party terms and conditions. Trademarks owned by third parties are the property of those respective third parties.

3.2    Customer Data. As between DataAppraisal and you, you are the exclusive owner of all right, title and interest in and to (i) the information you provide or make available to DataAppraisal; and (ii) information processed by DataAppraisal in connection with your use of the Services (“Customer Data”). Customer hereby grants DataAppraisal a perpetual, non-exclusive, worldwide, royalty-free, transferable license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute such Customer Data solely to perform the Services in accordance with the terms of this Agreement and for internal use by DataAppraisal in the development, administration, and maintenance of the Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such Customer Data. DataAppraisal does not guarantee the security or availability of Customer Data and is not responsible for any loss of damage to Customer Data. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up Customer Data. DataAppraisal reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that DataAppraisal believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties.

3.3    Customer Data Representations. Customer represents and warrants that: (i) Customer  has all rights necessary to provide Customer Data and other materials that it may make available to DataAppraisal under this Agreement; (ii) the Customer Data will not (a) infringe any Intellectual Property Rights or proprietary rights of any party, or any rights of publicity or privacy of any party; (b) be inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (c) be harmful to minors or otherwise pornographic; (d) be materially false, misleading, or inaccurate; and/or (e) contain information for which you do not have the right to permit DataAppraisal to access and process. You are solely responsible for obtaining and further represent and warrant that you have acquired all legally required consents, releases, and authorizations (freely given and fully informed) from all data subjects necessary to provide Customer Data to DataAppraisal. You will indemnify, defend, and hold DataAppraisal harmless from and against any and all claims, allegation, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorney and special witness fees) arising from or related to a claimed breach of state or federal data privacy laws caused by your failure to gain consent from each data subject for the use or interaction with DataAppraisal’s Services. The foregoing indemnification shall survive termination or expiration of this Agreement.

3.4    Usage Data and Aggregated Statistics. DataAppraisal may generate de-identified data, statistics, and other performance or usage-related information (“Usage Data”) in the course of providing the Service to you. You acknowledge and agree that, as between you and DataAppraisal, all Usage Data is and shall be and remain the property of DataAppraisal and shall be treated as DataAppraisal Materials. DataAppraisal may use, aggregate, and share Usage Data for the purposes of providing the Services, conducting research, preparing industry benchmarking reports, product development, and other commercial uses subject to applicable law. DataAppraisal will ensure that Customer cannot be identified through the Usage Data or any derivative thereof. You further acknowledge and agree that DataAppraisal may compile Usage Data based on Customer Data input into the Services provided such Usage Statistics do not identify you.

3.5    Feedback. DataAppraisal shall have an irrevocable, royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information (“Feedback”) provided by Customer relating to the Services.

4.      WARRANTIES; DISCLAIMER.

4.1    Disclaimer. TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DATAAPPRAISAL MAKES NO PROMISES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, CONTINUOUS OPERATION AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DATAAPPRAISAL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERRORS OR OMISSIONS OR THAT ALL DEFECTS SHALL BE CORRECTED, OR WILL BE AVAILABLE, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN, OR THE UNAVAILABILITY OF, THE SERVICES. DATAAPPRAISAL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETARY OF THE USE OF THE SERVICES FOR ANY SPECIFIC PURPOSES.

5.      TERM; TERMINATION

5.1     Term. This Agreement is effective as of the date of your acceptance of this Agreement in connection with your access to the Services or first use of the Services (“Effective Date”) and continues in effect until terminated in accordance herein.

5.2     Termination. At DataAppraisal’s sole discretion, we may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Upon termination, you must cease use of the Services immediately. Termination of this Agreement shall not limit DataAppraisal from pursuing available remedies, including but not limited to injunctive relief or in connection with any other breach of this Agreement. Upon expiration or termination of this Agreement, all rights granted by DataAppraisal to the Services shall terminate.

5.3     Suspension. We reserve the right to suspend your access to the Services at any time if we reasonably believe (i) you are in breach of this Agreement; (ii) your access or use of the Services violates any law or regulation; or (iii) your access or use is disrupting other users access or use of the Services. We will use commercially reasonable efforts to notify you of the reason for the suspension and will provide you a reasonable opportunity to cure.

6.      LIMITATION OF LIABILITY.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF DATAAPPRAISAL, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS OR ANY OF ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, OR PERSONNEL, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DATAAPPRAISAL, ITS PERSONNEL, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS OR ANY OF ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE; OR (b) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

7.      INDEMNIFICATION.

7.1     Indemnification by Customer. Customer shall indemnify, defend and hold DataAppraisal harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against DataAppraisal by a third party arising out of or related to (i) the misuse of the Services by the Customer; (ii) Customer’s provision of or DataAppraisal’s use of any Customer Data; (iii) Customer’s breach of this Agreement or representations or warranties made herein; (iv) Customer’s violation of any rights of any third party; (v) Customer’s, its subcontractors, or its agents’ violation of any applicable state or federal data protection law, rule, or regulation; and (v) Customer’s gross negligence or willful misconduct.

8.      GENERAL

8.1    Complete Agreement. This Agreement, and any other terms referenced and incorporated herein, is the complete agreement between the Parties and supersedes any prior or contemporaneous oral or written communications between the Parties concerning the subject matter of this Agreement.

8.2     Relationship of Parties. The Parties acknowledge that this is a business relationship based on the express provisions of this Agreement and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by this Agreement. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of the other Party, and neither Party shall act, represent or hold itself out as such. Notwithstanding, DataAppraisal may use Customer’s name and the existence of this Agreement for its business purposes including, but not limited to, marketing and advertising.

8.3     Notices. All notices required under this Agreement may be sent using the Services and/or DataAppraisal’s website or contact information provided to DataAppraisal. All agreements, notices, disclosures, and other communications sent to you electronically will satisfy any requirement that such communication be in writing. If you are required to provide notice to DataAppraisal or have general questions, you may contact us at privacy@dataappraisal.ai.

8.4    Assignment. Customer shall not assign or transfer this Agreement or any rights or obligations under this Agreement without DataAppraisal’s prior written consent. A change in control constitutes an assignment under this Agreement. Any unauthorized assignment or transfer shall be void and constitutes grounds for immediate termination of this Agreement by DataAppraisal. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

8.5     Severability; No waiver. If any provision, or part thereof, of this Agreement becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any waiver is only valid to the extent expressly set forth in writing.

8.6     Equitable Relief. Customer acknowledges that the Services are valuable commercial products, the development of which involved the expenditure of substantial time and money. Any violation of the licenses granted hereunder, confidentiality obligations or infringement or misappropriation of DataAppraisal’s Intellectual Property Rights therein shall be deemed a material breach of the Agreement, for which DataAppraisal may not have adequate remedy in money or damages, and DataAppraisal shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or providing an undertaking.

8.7     Force Majeure. DataAppraisal shall not be liable for any failure or delay in its performance due to circumstances beyond its reasonable control (including, but not limited to, the failure of any service provider, any telecommunications carrier, the Internet backbone, any Internet servers, computer or Internet software, alterations of interoperating third party services, such as hosting services or login providers, act of terrorism, war (declared or not declared), sabotage, insurrection, riot, act of civil disobedience, act of any government, pandemic/epidemic and any resulting orders, accident, fire, explosion, flood, storm, earthquake, tornado, volcanic eruption, nuclear event, any act of God, labor disputes, failure or delay of shippers, or unavailability of components or equipment).

8.8     Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its or another jurisdiction’s principles of conflicts of law.  Any legal proceedings that arise under this Agreement shall be brought in the appropriate federal or state court located in the state of Kansas, and you irrevocably consent to the exclusive jurisdiction of such courts.

8.9    No Third Party Beneficiaries. DataAppraisal and Customer agree that this Agreement, including all terms incorporated by reference, are for the benefit of the entities executing such document(s) and are not intended to confer any rights or benefits on any third party, including any employee or client of either entity executing such document(s), and that there are no third party beneficiaries as to this Agreement or any part or specific provision of this Agreement.

8.10 Construction. Section headings of this Agreement have been added solely for convenience of reference and shall have no effect upon construction or interpretation of this Agreement. All references to “days” shall mean calendar days, unless otherwise specified.

8.11 Survival. The following Sections shall survive the expiration or termination of this Agreement for any reason: 1.6, 2.2, 3, 5.2, 5.3, 6, 7.4, and 8, and any other sections which, by their very nature, are intended to survive the expiration or termination of this Agreement.