Last Updated: June 29, 2018
2.2 Customers who are marketing agencies may use Daasity Launchpad on behalf of their clients but only if all of the following conditions are met: (i) Customer agrees that Daasity and its licensors and/or providers are not parties to the agreement between Customer and its client; (ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s clients; (iii) Customer must obtain client’s credentials for authorizing Customer to provide client information as necessary for Daasity to perform under this Agreement; (iv) the agreement between Customer and its clients is at least as restrictive and protective of Daasity’s and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in delivering and providing the Customer’s agency services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws.
Customer shall be responsible for obtaining and maintaining all software, communications equipment and network infrastructures required to access and use Daasity Launchpad and for paying all third-party fees and access charges incurred while using Daasity Launchpad.
Customer will receive credentials to log in to Daasity Launchpad. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform Daasity of any unauthorized use of the Customer’s account.
Daasity Launchpad includes links to third party data sources. Customer is responsible for evaluating whether to access or use a Third Party Data Source and agrees to be bound by any applicable terms found therein. Daasity does not screen, audit or endorse any Third Party Data Source. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit Third Party Data Sources except in strict compliance with the rights, if any, granted to Customer by any third party. Customer warrants that all content uploaded and distributed via Daasity Launchpad by Customer shall comply with all applicable law. Daasity will terminate the account of any Customer, and block access of any user, who infringes any Daasity or third party intellectual property right.
Customer acknowledges that in accessing the Ancillary Services through the Service, Customer’s credentials, and any other security or access information for Customer’s account(s) on such Ancillary Services, and data and other information in such account(s) (collectively, “Ancillary Account Data”), may be collected and stored through the Service. Customer authorizes Daasity, in conjunction with Daasity’s provision of the Services, to: (a) access Customer’s account(s) on Ancillary Services and collect and Process Customer’s Ancillary Account Data; (c) access the applicable third party websites and Ancillary Services using Customer’s Ancillary Account Data; and (c) take such other actions as are reasonably necessary to perform the actions described in (a) and (b) above. Customer hereby represents and warrants to Daasity that Customer is the legal owner of Customer’s Ancillary Account Data and that Customer has the authority to appoint, and hereby expressly does appoint, Daasity as Customer’s agent with limited power of attorney to access and retrieve Customer’s Ancillary Account Data on Customer’s behalf. Customer further acknowledges and agrees that all Ancillary Account Data constitutes Customer Data hereunder and is subject to the applicable terms and conditions of the Agreement.
Subject to applicable law, the content of Daasity Launchpad, except for the content created by users and third parties if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Daasity. Customer’s use of Daasity Launchpad is limited to the rights granted to Customer under this Agreement and Daasity reserves all rights not expressly granted herein.
7.1 Changes to the Services. Daasity reserves the right to make changes to the Services for any reason. Customer agrees that Daasity will not be liable to Customer or third party for any such change.
7.2 Suspension of Access. Daasity may suspend Customer’s and/or any of its Users’ access to or use of all or any part of the Services without incurring any resulting obligation or liability, if: (a) Daasity receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Daasity to do so; (b) Daasity believes, in its good faith and reasonable discretion, that Customer or any of its Users have violated the provisions of Section 2; or (c) Customer fails to pay any amount when due under the Agreement. Any such suspension shall not excuse Customer from its obligation to make the payment(s) contemplated under the Agreement to Daasity. If Daasity suspends the Service, Daasity shall promptly restore Customer’s (or the applicable User’s) access to and use of the Service after the event giving rise to the suspension has been resolved to Daasity’s satisfaction.
8.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Daasity during the initial term or the then applicable renewal term of the Agreement.
8.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
8.3 Daasity warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, Daasity provides Daasity Launchpad “as is” without any warranty or condition of any kind, express or implied. Daasity does not guarantee uninterrupted, secure or error-free operation of Daasity Launchpad. Daasity makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through Daasity Launchpad. No information obtained from Daasity or through Daasity Launchpad, whether oral or written, shall create any warranty not expressly stated in this Agreement.
Daasity shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement. Daasity may need to carry out routine maintenance or urgent maintenance or Daasity Launchpad may become unavailable for reasons not within Daasity’s control. In such case, Daasity shall use commercially reasonable efforts to inform the Customer of any downtime and restore Daasity Launchpad as soon as reasonably practicable.
10.1 The Agreement will be governed by and interpreted in accordance with the laws of the state of California. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
10.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
10.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision, which comes as close as possible to the intent of the invalid provision.
10.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
10.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered to Daasity prior to, concurrently, or after the execution of this Agreement. Performance by Daasity with respect to Daasity Launchpad shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
10.6 This Agreement may only be amended in writing signed by authorized representative of both parties.
10.7 Customer and Daasity agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.