DataWarehousePro Terms of Service
Effective as of 30 March 2020
This document, the DataWarehousePro Terms of Service (“Terms”), outlines the terms regarding your use of our products. These Terms are a legally binding contract between you and DataWarehousePro so please read carefully. If you do not agree with these Terms, do not register or use any of the Services.
By using, accessing or browsing the DataWarehousePro Service, platform and products including applications, mobile, software, websites or other properties owned or operated by DataWarehousePro or by registering for a DataWarehousePro account (“Services”) you are agreeing to be bound by these Terms for the Services provided by DataWarehousePro (“DataWarehousePro” or “we”). You are entering into this contract with Inclusive Analytics NZ Limited, a company registered in New Zealand (company number 6336095).
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to DataWarehousePro that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
CHANGES TO THESE TERMS
We reserve the right to modify these Terms. We will post the most current version of these Terms at www.DataWarehousePro.com (the “Site”). If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing our Support Team. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.
Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with DataWarehousePro you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.
You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see the Acceptable Use Policy). Only you may use your DataWarehousePro account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact our Support Team.
EMAIL SELECTED FOR YOUR ACCOUNT
You get to choose what email address(es) you register for an account. Please be aware, however, that if the account is owned or controlled by an organization (such as your work or university) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after notification.
If an organization provided you with your account (e.g., an employer or university), you understand that this organization has rights to your account and may: (a) manage your account (including suspending or cancelling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.
CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with DataWarehousePro or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding DataWarehousePro's products and services.
Notices emailed to you will be considered given and received when the email is sent. If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.
We call all the data and electronic documents that you upload and store on your account “Content”. All Content uploaded by you into your account is yours! We don't control, verify, or endorse the Content that you or others put on the Services. You are responsible for: (a) all Content you place in your DataWarehousePro account(s) and share through the Services; and (b) making sure that you have all the rights you need to the Content. In addition, by storing, using or transmitting Content you cannot and will not violate any law or these Terms (please also see the Acceptable Use Policy).
You agree to provide DataWarehousePro (as well as agents or service providers acting on DataWarehousePro’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services; (ii) as otherwise permitted by these Terms; (iii) as otherwise required by law, regulation or order; or (iv) to respond to an emergency.
COPYRIGHT COMPLAINTS AND REMOVAL POLICY
DataWarehousePro respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.
During your use of the Services, DataWarehousePro may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to DataWarehousePro.
Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you.
Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.
However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.
Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.
The Services are provided from New Zealand and the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in New Zealand and the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States or New Zealand (subject to applicable law) and that nothing prohibits the processing of other information outside of two countries.
ACCEPTABLE USE POLICY
You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or DataWarehousePro and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by DataWarehousePro) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
We reserve the right to deactivate, change and/or require you to change your DataWarehousePro user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.
SUSPENSION AND TERMINATION OF THE SERVICE
We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.
Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms. You must make such request within 14 days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 14-day period.
UPDATES TO THE SERVICE
We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.
DATAWAREHOUSEPRO PROPRIETARY RIGHTS
All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and DataWarehousePro Confidential Information belong to DataWarehousePro, and/or its suppliers, affiliates, or licensors.
DataWarehousePro or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and DataWarehousePro Confidential Information. No title to or ownership of any proprietary rights related to the Services or DataWarehousePro Confidential Information is transferred to you pursuant to these Terms.
If you provide comments, suggestions and recommendations to DataWarehousePro about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to DataWarehousePro.
NO WARRANTY OR CONDITIONS
TO THE EXTENT NOT PROHIBITED BY LAW, DATAWAREHOUSEPRO AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERRORFREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES
To the extent not prohibited by law, you will defend DataWarehousePro against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of DataWarehousePro's actions); or (b) violates applicable law or these Terms. DataWarehousePro will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL DATAWAREHOUSEPRO, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF DATAWAREHOUSEPRO HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF DATAWAREHOUSEPRO AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) TEN DOLLARS ($10 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.
NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and DataWarehousePro, and you and DataWarehousePro have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.
DISPUTE RESOLUTION AND GOVERNING LAW
You must comply with all domestic and international export laws and regulations that apply to your use of the Services. These laws include restrictions on destinations, end users, and end use.
You agree that the Terms, and your relationship with DataWarehousePro, shall be governed by the laws of New Zealand without regard to its conflict of laws rules. We both agreed that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. We both agree that all claims can only be litigated in Wellington, New Zealand and we each agree to personal jurisdiction of the courts located within Wellington, New Zealand. However, you agree that DataWarehousePro can apply for injunctive remedies in any jurisdiction.
You can sign-up for a trial for some of the Services and your trial period starts on the day you create the trial account and lasts for 30 days. If you are on a trial, you may cancel at any time until the last day of your trial. If you do not wish to incur charges, you must cancel the account by the end of the 30th day.
If you do not cancel your account and we have told you the account will converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may cancel your subscription before the next billing cycle in accordance with these Terms. Your refund will be prorated.
DataWarehousePro offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency DataWarehousePro quoted at the time of purchase. DataWarehousePro reserves the right to change the eligible currencies at any time.
DataWarehousePro reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to us (with cancellation confirmation from a DataWarehousePro representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent DataWarehousePro has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):
A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.
An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, or downgrade the DataWarehousePro Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.
If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.
TRAINING OR CONSULTING SERVICES
Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services”), the nature, details and duration of the Consulting Services will further be described in the datasheet or statement of work which is referenced.
Deliverables and DataWarehousePro Tools. DataWarehousePro will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, DataWarehousePro grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the DataWarehousePro Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, knowhow, techniques and expertise (“DataWarehousePro Tools”) used by DataWarehousePro to develop the Deliverables and to the extent such DataWarehousePro Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.
Consulting Services Warranty. In regard to Consulting Services only, DataWarehousePro warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that DataWarehousePro’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify DataWarehousePro within seven (7) calendar days of DataWarehousePro’s delivery of the Consulting Services, DataWarehousePro will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.
Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we allow you to do so in writing.
Independent Contractors; No third-party beneficiaries. DataWarehousePro and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.