Terms of Service (“Terms”)
THE TERMS OF THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) OF DEEP BI, INC. AND ITS SUBSIDIARIES (“DEEP.BI”, “US”, “WE” OR “OUR”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE DEEP.BI’S SERVICES. BY ACCEPTING THESE TERMS BELOW OR BY USING DEEP.BI’S SERVICES IN ANY MANNER, YOU, THE ENTITY YOU REPRESENT AND ANY AFFILIATE OF SUCH ENTITY (COLLECTIVELY, “CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE SERVICES (“EFFECTIVE DATE”). THESE TERMS APPLY TO ALL VISITORS, USERS, SUBSCRIBERS AND OTHERS WHO WISH TO ACCESS OUR SERVICES.
Account: Private access of the Subscriber to the Service.
Billing Cycle: Period for which Subscription Fees are applied, which is 30 days starting from the subscription to the Service.
Billing Period: Period for which Subscription Fee is applied, being longer than one Billing Cycle, if any. The number of Billing Cycles comprising Billing Period will be specified in the Order Form.
(i) with respect to Deep.BI Inc, any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data;
(ii) with respect to you, your Data and any other non-public information or material regarding your legal or business affairs, financing, customers, properties, or data; and
(iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which:
is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”);
is documented as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing Party”);
is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or
is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
Data: Any data that the Subscriber or User submits to the Service, for example information, text, graphics, videos, or other material.DayAny calendar day, national and bank holidays inclusive.
(i) an order form for the Service mutually executed by the Parties that sets forth, among other things the Subscription Fees; or
(ii) an order form that you electronically submit via the Platform during the subscription enrollment process; and/ or
(iii) terms and scope of additional services for example consulting or implementation services.
Terms set in the Order Form has primary meaning before these Terms and in case of any discrepancy with these Terms, shall prevail.
Service: Service under the http://deepbi-www.azurewebsites.net website operated by Deep BI, Inc.
Subscriber (also referred to herein as “you” or “your”): Any User that is purchasing a right to use and benefit from the Service.
Subscription: Terms, scope and other conditions that define usage of the Service.
Subscription Fees: Fees for the Service in accordance to Subscription Plan payable for the Billing Period
Upgrade Fee: Upgrade Fee is an amount for upgrading your Subscription. The amount will be calculated as a difference between current Subscription Fee and new Subscription Fee calculated for the remaining days of current Subscription.
User: Any person registered to the Service.
By creating an account you become a User of the Service.
When you create an Account with us, you guarantee that you are above the age of 18, have full capacity to execute legal acts, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
SUBSCRIPTION TO THE SERVICE
Our Service allows you to submit, store, access and share Data and otherwise make available Data. You are responsible for the Data that you post on or through the Service, including its legality, reliability, and appropriateness.
By submitting Data on or through the Service, You represent and warrant that: (i) you possess a title that freely entitles you store process or use Data in accordance to this Terms) and (ii) Data does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
If we are informed that Data submitted on or through the Service is violating applicable law or infringing rights of third parties, we may terminate the Subscription with immediate effect or remove such Data, subject to our sole discretion.
You retain any and all of your rights to any Data and you are responsible for protecting those rights. We take no responsibility and assume no liability for Data you submit to the Service. However, by submitting Data you grant us the right to store, process and transfer Data on or through the Service.
Deep BI, Inc. has the right but no obligation to monitor Data provided by Users.
Data other than submitted by you that you may have been granted access to, is the property of Deep BI, Inc., or other Users or third-party. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Data, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us or a party holding rights to that Data.
Subscription Fees are billed on a subscription basis. You will be billed on advance basis in accordance with Order Form.
You may upgrade your Subscription at any time. Also, your Subscription may be automatically upgraded by us when your usage of the Service overdraws your current Subscription. In this case (i) your Subscription will be upgraded (ii) you will be charged Upgrade Fee which is payable at the time of the upgrade.
At the end of each Billing Period, your Subscription will automatically renew under the exact same conditions of current Subscription unless you cancel it or Deep BI, Inc. cancels it.
A valid payment method, including credit card or PayPal, Inc. is required to process the payment for your Subscription. You shall provide Deep BI, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Deep BI, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, or if Parties agreed in Order Form to payments against invoice, Deep BI, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
In case of delay with the Subscription fee exceeding 5 calendar days, Deep Bi, Inc. has the right to suspend the Service until the outstanding payments are made.
Except when required by law, paid Subscription Fees are non-refundable.
Deep BI, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial.
You will not be charged by Deep BI, Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, Deep BI, Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
SUBSCRIPTION PERIOD, TERMINATION AND CHANGES
By agreeing to these Terms the Subscription is concluded for indefinite period of time.
You may downgrade or cancel your Subscription renewal either through your online account management page or by contacting Deep BI, Inc. customer support team at the cancellation or downgrade is effective at the start of the next Billing Cycle. No refunds or reductions will be provided for the current and previous Subscriptions.
Deep BI, Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Deep BI, Inc. will provide you with prior notice of any change in the Subscription fees. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
We may terminate or suspend your Account and bar access to the Service immediately, without prior notice, in case of material breach of the Terms or use of the Service in bad faith.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
TRADEMARK AND INTELLECTUAL PROPERTY RIGHTS
Intellectual Property the Service and its original content (excluding Data provided by users), features and functionality are and will remain the exclusive property of Deep BI, Inc. The Service is protected by copyright, trademark, and applicable law(s). Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Deep BI, Inc.
All rights, title, and interest in and to the Service, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain our sole and exclusive property.
All rights, title, and interest in and to the Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain your sole and exclusive property.
By agreeing to these Terms you agree that we may use and refer to your business name and trademarks, naturally on non-exclusive basis, unrestricted as to the territory of our use, license-fee free, solely for our marketing and informational purposes.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Data submitted to the Service infringes on the copyright or other intellectual property rights of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Data found on and/or through the Service on your copyright.
DMCA NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at email@example.com
The Receiving Party will: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose the Disclosing Party’s Confidential Information to any party other than its employees, contractors, advisors, and agents, who are bound by obligations of confidentiality as restrictive as those set forth in this Agreement. If the Receiving Party is legally compelled to disclose any of the disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
CHANGES OF THE TERMS
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
DISCLAIMERS, NO WARRANTY
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Deep.BI, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
LIMITATION OF LIABILITY
It is explicitly agreed that under no circumstances Deep BI, Inc. may be held responsible for any damages, losses (direct, indirect or consequential) incurred by the use, suspension or non-use of the Service. We are not obligated to indemnify, defend, or hold you or any third party harmless hereunder.
You acknowledge and agree that Deep BI, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information obtained via Service.
In no event shall Deep BI, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or Data, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
You agree to defend, indemnify and hold harmless Deep BI, Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, submitting of Data by you or any person using your account and password; b) a breach of these Terms, or c) Data submitted to the Service.
REFERRERS TO THIRD-PARTY SERVICES
Our Service may contain referrers (links) to third party web sites or services that are not owned or controlled by Deep BI, Inc.
Deep BI, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Deep BI, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
You may not assign or otherwise transfer any of its rights or obligations under these Terms without our prior, written and explicit consent, otherwise null and void.
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org
GDPR DATA PROCESSING ADDENDUM
to the Terms of Service of the Deep.BI platform
This Data Processing Addendum (“DPA”) forms part of the Terms of Service available at www.deep.bi/terms or such other location as the Terms may be posted from time to time (as applicable, the “Agreement”), entered into by and between the User (as defined in the applicable Agreement) and Deep.BI, Inc. (“Deep.BI”), pursuant to which User has accessed Deep.BI’s Service (as defined in the Agreement). The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of personal data in accordance with the requirements of Data Protection Legislation (as defined below).
If the User entity entering into this DPA has executed an order form or statement of work with Deep.BI pursuant to the Agreement (an “Order Form”), but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms. If the User entity entering into this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the User entity that is a party to the Agreement executes this DPA.
This DPA shall not replace or supersede any agreement or addendum relating to processing of personal data negotiated by User and referenced in the Agreement, and any such individually negotiated agreement or addendum shall apply instead of this DPA.
In the course of providing the Service to User pursuant to the Agreement, Deep.BI may process personal data on behalf of User. Deep.BI agrees to comply with the following provisions with respect to any personal data submitted by or for User to the Service or collected and processed by or for User through the Service. Any capitalized but undefined terms herein shall have the meaning set forth in the Agreement.
Data Processing Terms
In this DPA, “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.
“Data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “appropriate technical and organizational measures” shall be interpreted in accordance with applicable Data Protection Legislation;
The parties agree that User is the data controller and that Deep.BI is its data processor in relation to personal data that is processed in the course of providing the Service. User shall comply at all times with Data Protection Legislation in respect of all personal data it provided to Deep.BI pursuant to the Agreement.
The subject-matter of the data processing covered by this DPA is the Service ordered by User either through the Platform (as defined in the Agreement) or through an Order Form and provided by Deep.BI to User via Deep.BI website (https://deep.bi), or as additionally described in the Agreement or the DPA. The processing will be carried out until the term of User’s ordering of the Service ceases. Further details of the data processing are set out in Annex 1 hereto.
In respect of personal data processed in the course of providing the Service, Deep.BI:
Shall process the personal data only in accordance with the documented instructions from User (as set out in this DPA or the Agreement or as otherwise notified by User to Deep.BI, from time to time). If Deep.BI is required to process the personal data for any other purpose provided by applicable law to which it is subject, Deep.BI will inform User of such requirement prior to the processing unless that law prohibits this on important grounds of public interest;
Shall notify User without undue delay if, in Deep.BI’s opinion, an instruction for the processing of personal data given by User infringes applicable Data Protection Legislation;
Shall implement and maintain appropriate technical and organizational measures designed to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. In particular Deep.BI shall ensure that any member of its personnel involved in personal data processing operations receive written authorizations to process the personal data, are familiar with applicable Data Protection Legislation, process the personal data exclusively upon User’s instructions (save as permitted under Clause 1 above), and undertake to keep the personal data and any security measures implemented by Deep.BI confidential in perpetuity, unless they are under an appropriate statutory obligation of confidentiality;
May hire other companies to provide limited services on its behalf, provided that Deep.BI complies with the provisions of this Clause. Any such subcontractors will be permitted to process personal data only to deliver the services Deep.BI has retained them to provide, and they shall be prohibited from using personal data for any other purpose. Deep.BI remains responsible for its subcontractors’ compliance with the obligations of this DPA. Any subcontractors to whom Deep.BI transfers personal data will have entered into written agreements with Deep.BI requiring that the subcontractor abide by terms substantially similar to this DPA. A list of subcontractors is available to the User under this link http://www.deep.bi/trusted-partners/. If User requires prior notification of any updates to the list of subprocessors, User can request such notification in writing by emailing email@example.com. Deep.BI will update the list within thirty (30) days of any such notification if User does not legitimately object within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a subcontractor’s non-compliance with applicable Data Protection Legislation. If, in Deep.BI’s reasonable opinion, such objections are legitimate, the User may, by providing written notice to Deep.BI, terminate the Agreement.
Shall ensure that all Deep.BI personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations sets out in this Clause;
At User’s request and cost (and insofar as is possible), shall assist User by implementing appropriate and reasonable technical and organizational measures to assist with User’s obligation to respond to requests from data subjects under Data Protection Legislation (including requests for information relating to the processing, and requests relating to access, rectification, erasure or portability of the personal data) provided that Deep.BI reserves the right to reimbursement from User for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
When the General Data Protection Regulation (Regulation (EU) 2016/279) comes into effect, shall take reasonable steps at User’s request and cost to assist User in meeting User’s obligations under Article 32 to 36 of that regulation taking into account the nature of the processing under this DPA, provided that Deep.BI reserves the right to reimbursement from User for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
At the end of the applicable term of the Service, upon User’s request, shall securely destroy or return such personal data to User;
May transfer personal data from the EEA to the US for the purposes of this DPA, provided that Deep.BI puts in place adequate measures to assure the personal data’s security at a level required by the applicable Data Protection Legislation;
Shall allow User and its respective auditors or authorized agents to conduct audits or inspections during the term of the Agreement, which shall include providing reasonable access to the premises, resources and personnel used by Deep.BI in connection with the provision of the Service, and provide all reasonable assistance in order to assist User in exercising its audit rights under this Clause. The purposes of an audit pursuant to this Clause include to verify that Deep.BI is processing personal data in accordance with its obligations under the DPA and applicable Data Protection Legislation. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by Deep.BI of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with Deep.BI’s IT personnel. Such audit may be carried out by User or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality. For the avoidance of doubt no access to any part of Deep.BI’s IT system, data hosting sites or centers, or infrastructure will be permitted;
If Deep.BI becomes aware of any accidental, unauthorized or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Deep.BI in the course of providing the Service (an “Incident”) under the Agreement it shall without undue delay notify User and provide User (as soon as possible) with a description of the Incident as well as periodic updates to information about the Incident, including its impact on User Content. Deep.BI shall additionally take action to investigate the Incident and reasonably prevent or mitigate the effects of the Incident;
Deep.BI shall provide information requested by User to demonstrate compliance with the obligations set out in this DPA.
Purpose and Details of Data Processing
Deep.BI shall process information to provide the Service pursuant to the Agreement. Deep.BI shall process information sent by User’s end users identified through User’s implementation of the Service. As an example, in a typical web implementation of our trackers the following data is usually sent:
Examples of default data collected
User online identifiers (like cookie ID, ad networks IDs)
User IP number
Country name, region, state, county or province, city name, ZIP / postal code
Geolocation coordinates based on IP address
UTC time zone
Name of internet service provider
Internet domain name associated to IP address range
Commercial brand associated with the mobile carrier
Detailed device / internet browser information
Also, Users can send other Personal Information of their Users, like:
First name, last name
logins, online IDs etc.
An exhaustive list of default properties available to User, may be accessed under this link: http://docs.deep.bi.
Categories of Data Subjects (Affected People)
Users of the User’s web and mobile applications and other interested parties, including employees.
The provision of Service by Deep.BI to User (including such particular activities as: collecting, recording, organizing, structuring, reviewing storing, analyzing, arranging, adapting, erasing, profiling).
Nature of Data Processing
Systematic processing of Personal Data.
Duration of Processing
For as long as the Agreement requires Deep.BI to maintain the processing activities for User.