Last updated on: October 17, 2018
These Subscription Terms (hereafter referred to as “Agreement”) pertain to the use of the BASIS ID website https://basisid.com ( “Website”), including its subpages, CRM and BASIS ID mobile application (“App”), and are fully owned by DataDepot OÜ, a limited liability company registered in the Republic of Estonia under registration number and having its registered at address Joala 3-6, Narva, Estonia, 14078299 (“BASIS ID”, “us”, “we”).
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
1. GENERAL CONDITIONS OF USE
Eligibility to Use. The following Agreement is a legal agreement between you or the company or a legal entity on whose behalf you are entering into this agreement (“you” or “Customer”) and BASIS ID and sets forth the rights and obligations with respect to any Content licensed by you. You indicate your acceptance of this Agreement by clicking a check box or a button or executing an order form that references this Agreement, or by accessing the CRM platform.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the services of BASIS ID
Please revisit these Agreement when you purchase any of BASIS ID products. BASIS ID reserves the right to modify the Agreement at any time in its sole discretion. Prior to such changes becoming effective, BASIS ID will use reasonable efforts to notify you of any such change. Such notice may be made by the letter to the email address on file in your BASIS ID account, an announcement on this website’s main page, your dashboard, and/or by other means. Modifications to Agreement will only apply to prospective purchases (including any automated renewals). By purchasing BASIS ID products following any such modifications, you agree to be bound the Agreement as modified.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual (including those of Your Affiliates) authorised to use a Service through Your Account as an agent and/or administrator as identified through a unique login.
API: means the application programming interfaces developed and enabled by BASIS ID that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
Associated Services: means products, services, features and functionality designed to be used in conjunction with the Services but not included in the Service Plan to which You subscribe.
CRM platform – a database that collects information about your customers, is able to analyse this information to better meet your clients’ needs.
Trial Services: means a product, service or functionality provided by BASIS ID that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact with while using a Service.
Order Form: means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable Associated Services that You have purchased or deployed or to which You have subscribed that are provided under this Agreement. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which You subscribe.
Site/Website: means a website operated by BASIS ID, including www.basisid.com, as well as all other websites that the BASIS ID operates.
Software: means software provided by BASIS ID that allows Agents or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to a Service with respect to any individual Agent.
“We,” “Us” or “Our”: means BASIS ID as defined below.
3. ACCESS TO AND USE OF THE SERVICES
3.1 During the Subscription Term and subject to compliance by You, Agents and End-Users with this Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, together with all applicable Services, for Your internal business purposes.
3.2 We will (a) make the Services and Service Data available to You pursuant to this Agreement and the applicable Order Forms; (b) provide applicable standard customer support for the Services to You at no additional charge as detailed on the applicable Site and Documentation and/or upgraded support if purchased; (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except: (i) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance both through Our Website and a notice to Your Dashboard owner and Agents) (“Planned Downtime”); and
(ii) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”).
3.3 We will notify You of applicable additional terms applicable prior to Your activation of any Additional Features. The activation of any additional functionalities by You in Your Account will be considered acceptance of this Agreement.
3.4 You may not use the Services to provide outsourced business process services, such as customer service or support, unless otherwise agreed separately in a documented manner. Without limiting the foregoing, Your right to access, use the API and CRM is also subject to the restrictions and policies implemented by BASIS ID.
3.5 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by BASIS ID, including the Transport Layer Security (TLS) protocol or other protocols accepted by BASIS ID, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by BASIS ID. We assume no responsibility for the reliability or performance of any connections as described in this section.
3.6 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to:
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorised Agents and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement;
- use the Services to Process data on behalf of any third party other than Agents or End-Users;
- modify, adapt, or hack the Services or otherwise attempt to gain unauthorised access to the Services or related systems or networks;
- falsely imply any sponsorship or association with BASIS ID;
- use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
- use the Services to send unsolicited or unauthorised bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
- use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
- use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
- attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services;
- use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory;
- use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
- use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or
- attempt to use, or use the Services in violation of this Agreement.
3.7 We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users.
3.8 You acknowledge that BASIS ID may modify the features and functionality of the Services during the Subscription Term.
3.9 You may not access the Services if You are a direct competitor of BASIS ID, except with BASIS ID’s prior written consent. You may not access the Services for competitive purposes.
3.10 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by Us in our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase.
ANY DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMISATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.
3.11 From time to time, We may make Trial Services available to You at no charge. You may choose to try such Trial Services in Your sole discretion. Trial Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to You. Trial Services are not considered “Services” under this Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Third Party Services shall apply equally to Your use of Trial Services. Unless otherwise stated, any Trial Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Trial Services becomes generally available without the applicable Trial Services designation. We may discontinue Trial Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Trial Service.
3.12 You may purchase Consulting Services by placing an Order with Us. Unless we otherwise agree, the Consulting Services we provide are described in on the Website and will be delivered in English. Fees for these Consulting Services are in addition to Your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your Subscription and will renew in accordance with Your Subscription. All Consulting Services are performed remotely, unless agreed otherwise.
4. CONFIDENTIALITY, SECURITY AND PRIVACY
4.1 Subject to the express permissions of this Agreement, each Party will protect each other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 3.1 shall supersede any non-disclosure agreement by and between the Parties and such agreement shall have no further force or effect.
4.2 BASIS ID will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of data by Personnel except (a) to provide the Services and prevent or address service, support or technical problems; (b) as compelled by law in accordance with Sections 4.1(b) or 4.1(c); (c) in accordance with the provisions of Section 4.4; or (d) as You expressly permit in writing.
4.3 To the extent data constitutes Personal Data, You and BASIS ID hereby agree that You shall be deemed to be the data controller and BASIS ID Party shall be deemed to be the data processor as those terms are understood under the applicable data protection law. Unless otherwise specifically agreed to by BASIS ID, data may be hosted by the BASIS ID or their respective authorised third-party service providers in the Singapore, the EEA or other locations around the world. In providing the Services, BASIS ID will engage entities within other authorised service providers, to Process data, including and without limitation, any associated Personal Data pursuant to this Agreement within Singapore, the EEA, and in other countries and territories. Under no circumstances will BASIS ID be deemed a data controller with respect to data under applicable data protection law or any relevant law or regulation of any Member State as defined in applicable data protection law.
4.4 If Personal Data originates from an Agent or End-User in the EEA, We will ensure, pursuant to applicable data protection law, to the extent that any data constitutes Personal Data, if data is transferred to a country or territory outside of the EEA (a “non-EEA country”), such transfer will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; (b) one of the conditions listed in Article 26(1) of Directive 95/46/EC (or its equivalent under any successor legislation) is satisfied.
4.5. You agree that BASIS ID and the third-party service providers that are employed by the BASIS ID to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide or improve the Services, including, without limitation, in response to Your support requests. Any third-party service providers employed by BASIS ID will only be given access to Your Account and Service Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 4.2.
4.6 Whenever You, Your Agents or End-Users interact with Our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, and the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to the browser or device of Your Agents or End-Users that allow Us to recognise Agent or End-User and their browser or device along with how our Services are being used. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify Your Agents or End-Users personally. For example, this aggregate data can tell Us how often users use a particular feature of the Services, and We can use that knowledge to improve the Services.
4.7 We receive and store any information that You knowingly provide to Us. For example, through the registration process for Our Services and/or through your Account settings, We may collect Personal Data such as your name, email address, phone number, and third-party account credentials of You and Your Agents.
4.8 We never sell, rent, or lease Your data to any third party. We do not share Your data with third parties, except as permitted by Section 4.5 of this Agreement and in order to provide and support the Services. We may, however, share aggregated and anonymised information regarding Your use of the Services with third parties as described in this Section. To be clear, we would never disclose aggregated and/or anonymised information to a third party in a manner that would identify You as the source of the information or Your Agents or End-Users personally, as an individual.
4.9 We will anonymise the Personal Data of your Agents or End-Users so they cannot be individually identified, and provide that information to third party analytics providers for analysis. We will use this information to maintain, enhance, or add to the functionality of the Service(s) and to personalise the user experience. The third party analytics providers will not share or otherwise disclose this information.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”).
5.2 The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with BASIS ID and belong exclusively to Data Depot OÜ.
5.3 Data Depot OÜ shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf.
5.4 BASIS ID, and the Data Depot OÜ other product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of one or more members of the Data Depot OÜ (collectively, “Marks”), and You may only use applicable Marks in a manner permitted by Us to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products.
5.5 Under this contract, You will remain in the full ownership of all customer data inserted and stored by You under Your account in the CRM or any other system within BASIS ID Services, including all of your End User’s data. Subject to terms and conditions of this contract, You grant Us a worldwide, non-exclusive, limited term licence to access, use, Process, copy, distribute, perform, export and display data as a reasonably necessary data to:
provide, maintain and update the Services;
prevent or address Service, security, support or technical issues;
as required by law.
You therefore represent and warrant that You have secured all rights in and to data from Your End Users as may be necessary to grant this license.
6. BILLING, PLAN MODIFICATIONS AND PAYMENTS
6.1. All charges associated with Your access to and use of a Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term, or, with respect to a deployed additional service, at the time such deployed additional service is purchased, subscribed to or otherwise deployed. If You fail to pay Your Subscription fees and charges or other charges indicated on any Order Form within ten (10) days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, Agents and End-Users.
6.2 If You choose to upgrade Your Service Plan or increase the number of Agents authorised to access and use a Service during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
6.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You decide to downgrade, modify or cancel Your Service Plan. Downgrading and cancelling Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and BASIS ID does not accept any liability for such loss. You remain responsible for any unpaid charges under the paid plan, and Services under the paid Service plan will be deemed fully performed and delivered upon expiration of the initial paid Service plan Subscription term.
6.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against the Data Depot OÜ measured by its net income. 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.
6.5 If any fees owed to Us by You (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as We have given You five (5) or mode days’ prior notice that the payments are overdue.
6.6. Payment for BASIS ID Services must be made by a credit or debit card saved on your profile through our Service (“Payment Method”). You may change your Payment Method by logging into your BASIS ID Account. You cannot delete a Payment Method associated with your BASIS ID account, unless you replace it with another Payment Method.
6.7 If you are paying by credit or debit card, you authorise us to charge your credit/debit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
6.8 Payment for BASIS ID verification Services must be made by invoice. BASIS ID will invoice you in each subsequent billing period when fees are payable. All amounts invoiced are due and payable within ten (10) days from the date of the invoice, unless otherwise specified in the invoice or Order Form.
6.9 You are responsible for keeping your contact information, billing information and credit/debit card information (where applicable) up to date. You can make changes to your personal information on your BASIS ID Account.
6.10 If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.8.
6.11 In case of payment failure, BASIS ID reserves the right to suspend your Service Plan until the payment is received.
7. CANCELLATION AND TERMINATION
7.1 Free trial continues until the date of its expire, while Subscription term has a term that may expire or be terminated. The contract remains effective until the term of all the Services ordered under the contract have expired or been terminated or the contract itself terminates. Termination of the contract will terminate all subscriptions to all of the Services and terminate all Order Forms.
7.2 Unless an Order Form says something different, all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for the period indicated in the Order Form. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
7.3 You have the right to terminate its free trials immediately without cause. We retain the right to terminate free trials without cause, with providing the respecting notice prior to termination.
7.4 The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using BASIS ID subscription during your Subscription Term.
7.5 Either party may terminate this Agreement for cause, as to any or all Subscription Services:
upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, or
immediately, if the use of the BASIS ID Services results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
immediately, for repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity, or
immediately, if you actions and activity is creating a security vulnerability for the Subscription Service or others.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
8. WARRANTIES AND DISCLAIMERS
8.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 We warrant that during an applicable Subscription Term this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data. For any breach of a warranty above, Your exclusive remedies are those described in Section 7.5 herein.
8.3 THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. INDEMNIFICATION OBLIGATIONS
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us to the extent that such action is based upon or arises out of:
unauthorised or illegal use of the Subscription Service by You, or
Your noncompliance with or breach of this Agreement, or
Your use of third-party products, or
the unauthorised use of the Subscription Service by any other person using Your End User information.
We will: notify You in writing within thirty (30) days of our becoming aware of any such claim; give You sole control of the defence or settlement of such a claim; and provide You (at your expense) with any and all information and assistance reasonably requested by You to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on Us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us without our prior written consent.
10. LIMITATIONS OF LIABILITY
10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF BASIS ID), BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DATA DEPOT OÜ’s AGGREGATE LIABILITY TO YOU, ANY AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO SUBSCRIBER AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE.
10.3 IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR DEATH, DATA DEPOT OÜ’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.4 Any claims or damages that You may have against BASIS ID shall only be enforceable against Data Depot OÜ and not any other entity or its officers, directors, representatives or agents.
The sections titled “Definitions”, “Access to and use of services”, “Confidentiality, Security and Privacy”, “Intellectual Property Rights”, “Warranties and Disclaimers”, “Indemnification Obligations”, “Limitation of Liability” and “Survival” s well as all of the provisions heading “Miscellaneous”, will survive any termination or expiration of the Agreement.
12.1 Publicity. You grant us the right to add your name and company logo as a reference for marketing or promotional purposes on Our website and in other public or private communications with Our existing or potential customers, subject to Your standard trademark usage guidelines as provided to Us from time-to-time. We don’t want to list customers who don’t want to be listed, so You may send us an email to email@example.com stating that it does not wish to be used as a reference.
12.2 Force Majeure. Neither Us nor You will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, war, terrorism, and governmental action.
12.3 No third party beneficiaries. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement.
12.4 Notices and messages. Except as otherwise set forth herein, all notices under the Agreement will be done by email, although We may instead choose to provide notice to You through the Services (e.g., CRM). Notices to BASIS ID will be sent to firstname.lastname@example.org.
12.5 Modifications. As Our business evolves, We may change this Agreement. If we make a material change to the Agreement, we will provide You with reasonable notice prior to the change taking effect, either by emailing the email address associated with Your account or by messaging You through the Services. The materially revised Agreement will become effective on the date set forth in Our notice, and all other changes will become effective upon posting of the change.
12.6 No waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
12.7 Severability. The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
12.8 No assignment. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Order Forms), without consent of the other party, to a corporate Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. You hereby undertake to keep Your billing and contact information current at all times by notifying BASIS ID of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party.
12.9 Governing law. This Agreement shall be governed by the laws of the Republic of Estonia, without reference to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End Users.