Terms of use

These Terms of Use ("Terms") constitute a legal agreement between DataXali, with an office and place of business at 5 rue Clavel, 75019 Paris, France (hereinafter "DataXali"), and the person or entity accepting the terms herein ("Client", "You" or "you"). By using or accessing any part of DataXrop(the "Service"), You acknowledge that You have read, understood, and agreed to be bound by all the terms and conditions contained in this document. If You do not accept these Terms, You must not use or access the Service. You must be 18 years of age or older and capable of entering into a binding contract with DataXali to use the Service. If You are entering into these Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms. If You have purchased a license to use the Service through a DataXali reseller, You also agree to comply with the terms of any agreement between You and such reseller. In the event of any inconsistency between these Terms and any reseller agreement, these Terms shall prevail. If you sign up for the free version of the Service, these Terms will also govern that free version.

Service Description

DataXrop is an application that allows you to add a column of unique identifiers to your Google Sheets spreadsheet. The Service requires a Google account to access the Google Sheets application (service usage context). You understand and acknowledge that You are solely responsible for obtaining access to the Internet and all equipment necessary to use the Service, for properly configuring Your Google account, and for creating and managing the data sources and their content. All costs associated with the foregoing shall be Your responsibility.

Modifications To the Terms

DataXali reserves the right to update and modify the Terms of Use at any time upon notice. You will be informed of any changes by email or by posting on the website https://www.dataxrop.com/terms-of-use/. You may terminate your use of the Service if the Terms are modified in a manner that substantially affects your rights in connection with the use of the Service. Your continued use of the Service after such changes shall constitute your consent to such changes. You may review the most current version of the Terms of Use at any time at: https://www.dataxrop.com/terms-of-use/. To the Service: DataXali may make changes to the Service from time to time. DataXali will notify you of any material changes or modifications. Any updates, enhancements, additions, or new features of the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to accept additional terms and conditions. Purchase Orders: In the event that You issue a purchase order or other instrument used to pay the Service Fees to DataXali, all terms and conditions set forth in the purchase order that add to or conflict with those set forth in these Terms are expressly rejected by DataXali and replaced with the terms and conditions of these Terms. Use of the Service Access to the Service: Access to the Service is only available to the Client and end users ("Users") to whom the Client grants access. Upon installation of the Service, the Client will configure the applicable data source(s) containing the data to be processed by the Service, as required to send email campaigns with DataXrop . License to Client: Subject to Client's compliance with these Terms and the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, payment of all applicable fees, DataXali hereby grants to Client a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use, perform, execute, and display the Service, solely for its internal use. The Client shall at all times be fully responsible and liable for all acts and omissions of the Users to whom the Client has granted access to the Service and agrees to indemnify DataXali for any claims and losses arising out of such acts and/or omissions. DataXali reserves the right to terminate unpaid accounts. DataXali will provide Client with prior notice of such termination by email.

Usage Restrictions

DataXrop Usage Restrictions: In addition to all other terms and conditions herein, you must not and must not permit others to: copy, modify, adapt, translate, or otherwise create derivative works from the Service; reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service; lease, rent, sell, assign, or otherwise transfer rights to or in the Service; remove any proprietary notices or labels from the Service; use, publish, transmit, or introduce any device, software, or routine that interferes or attempts to interfere with the operation of the Service; use the Service for spamming or any other illegal or unauthorized purpose, or engage in illegal or deceptive business practices; use the Service in violation of any law in your jurisdiction (including, but not limited to, copyright laws); process or store any content on or through the Service that is subject to International Traffic in Arms Regulations (ITAR) maintained by the Department of State. This list of prohibitions provides examples and is not exhaustive or exclusive. If you intend to use the Service for purposes involving Protected Health Information (as defined in the Health Insurance Portability and Accountability Act ("HIPAA")), it is your responsibility to (a) execute a Business Associate Agreement with Google regarding your HIPAA data stored by Google, and (b) execute a Business Associate Agreement with DataXali regarding your HIPAA data stored in the Service. DataXali reserves the right to suspend or terminate your access to the Service with or without cause and with or without notice, for any reason or no reason, or for any action that DataXali determines is inappropriate or disruptive to the Service or to any other user of this Service. Google may suspend your Google Apps account if: (a) your use of Google Apps violates the Google Acceptable Use Policy, which could disrupt: (i) Google Apps; (ii) the use of Google Apps by other users; or (iii) the Google network or servers used to provide Google Apps services; or (b) there is unauthorized third-party access to Google Apps. DataXali may report to law enforcement authorities any action that may be illegal, and any reports it receives of such conduct. When legally required or at DataXali's discretion, DataXali will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or the Internet. Unauthorized use of any copyrighted material, trademarks, or patents contained in the Service may violate certain laws and regulations. You agree to indemnify and hold DataXali and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against all costs, damages, liabilities, and expenses (including attorney's fees and defense costs) that DataXali or any indemnified party incurs in connection with, arising out of, or in order to avoid, any claim or demand from a third party that your use of this Service or the use of the Service by any person using your account (including, without limitation, Your Content (as defined below)) violates any applicable law or regulation, or the copyrights, trademarks, or other rights of any third party.

Suspension

DataXali reserves the right to suspend or terminate Customer's access to the Service, with or without notice, if DataXali reasonably determines that:

(a) there is a threat or attack on the Service (including a denial of service attack) or other event that could create a risk for the Service, DataXali, Customer or any user of the Service;

(b) use of the Service by Customer or its users disrupts or poses a security risk to the Service or any user of the Service, may harm DataXali's systems, or may subject DataXali or any third party to liability;

(d) subject to applicable law, the Customer has ceased to carry on its business activities in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or has become the subject of any enforcement proceedings. bankruptcy, reorganization, liquidation, dissolution or the like;

(e) Customer or any User uses the Service or other DataXali assets in violation of this Agreement;

or (f) Customer is in default of payment of its obligations herein (collectively, “Service Suspensions”). DataXali will use commercially reasonable efforts, depending on the circumstances, to provide written notice of any Suspension of Service to Customer, and to provide updates regarding the resumption of Customer's access to the Service following any Suspension of Service.

Fees, Subscription Duration, Termination and Refund

Costs . The Customer agrees to pay the subscription fees applicable to the use of the Service by the Customer and its Users. These fees will be paid periodically as agreed with DataXali when you register for the Service. All fees and charges are payable in advance and non-refundable, including for unused subscription periods or after termination or cancellation, unless otherwise stated at the time of purchase.
Duration of the Subscription . These Terms will remain in effect until your subscription expires, terminates, or renews, whichever occurs first.
Termination . You may cancel your subscription for convenience at any time during the Term; however, if terminated for convenience before the end of the Term, all fees associated with your subscription will remain due and payable and no refund of prepaid fees will be issued to you.
Refund . Given the nature of the Service, we do not offer refunds or credits on any subscription purchased unless required under applicable consumer law. We will generally not provide refunds in the following situations: a. You have changed your mind about the Service b. You no longer need to use the Service c. You purchased the Service in error d. You do not have the necessary skills to use the Service e. You ask out of good will f. You forgot to cancel the automatic renewal of the Service g. The Service does not meet your expectations This list is not exhaustive and should not be construed to limit our right to refuse refund requests in other situations. DataXali reserves the right to evaluate refund requests on a case-by-case basis. If DataXali decides to issue a refund or credit, this will generally be done in the same manner you used to make the purchase. All refund requests must be made in writing by contacting support.
In the event of non-payment for any reason (including, where applicable, DataXali's inability to charge your credit card or other payment method for any reason) or any violation of these Terms, DataXali is entitled – without liability – to immediately suspend access to the Service of the Client and Users. If you purchase your license to use the Service from DataXali, you expressly agree that DataXali is authorized to charge you the applicable fees, any applicable taxes and any other charges that you may incur in connection with your use of the Service, or to charge these charges to your credit card or other payment method designated when you initially registered with DataXali at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive a refund.
Customer agrees that Customer's paid use of the Service is neither conditioned on the delivery of any future functionality or features nor dependent on any public or private comments, whether oral or written, made by DataXali regarding any future functionality or features.

Intellectual property

Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, DataXali (or its licensors) owns all legal right, title and interest in and to the Service, including, without limitation, all intellectual property rights or other proprietary rights that exist in the Service (“Our Technology”). For the purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, all rights now known or hereafter known (a) rights associated with works of authorship, including copyright and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of of any other type and nature and however designated, whether by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions or reissues of the foregoing, now or hereafter existing, performed or in force (including any rights in any of the foregoing).

Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must comply with all copyright notices, information or restrictions contained in or attached to Our Technology. Nothing in these Terms of Use grants you the right to receive delivery of a copy of Our Technology or obtain access to Our Technology, except as generally and ordinarily permitted through the Service under these Terms. Further, nothing in these Terms of Use shall be deemed to grant, by implication, estoppel or otherwise, any license to Our Technology. Some of the names, logos and other materials displayed on the Service constitute trademarks, trade names, service marks or logos (“Marks”) of DataXali or other entities. You are not authorized to use such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or such other entities. To the extent indicated, any use of third party software provided in connection with the Service will be governed by the licenses of such third parties and not by these Terms. Stripe and Paypal are examples of third-party software for purposes of these Terms. Additionally, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), will be considered our proprietary and confidential information, and you transfer and assign irrevocably vests with us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims you may have in respect of such Feedback.

Confidentiality

“Confidential Information” means any non-public information disclosed in written, oral or visual form by one party (the “disclosing party”) to the other (the “receiving party”). Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how and other technical, business, financial and product development information . Confidential Information does not include any information which the receiving party can demonstrate by its written records (1) was rightly known to it without obligation of confidentiality prior to its disclosure herein by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) was properly received without obligation of confidentiality from a third party authorized to make such disclosure; or (4) is independently developed by the receiving party without reference to the Confidential Information disclosed herein.

Neither party will use any Confidential Information of the other party except as expressly permitted by this Agreement or expressly authorized in writing by the disclosing party. The receiving party will use the same degree of care to protect the disclosing party's Confidential Information that it uses to protect its own Confidential Information of a like nature, but in no event less than a reasonable standard of care.

The receiving party may not disclose the disclosing party's Confidential Information to any person or entity other than its employees and contractors who: (i) are subject to a written agreement with the receiving party that includes restrictions on use and confidentiality that are at least as protective as those set forth in these Terms, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party's obligations or exercising the rights of the receiving party here. The foregoing obligations will not restrict the receiving party from disclosing the disclosing party's Confidential Information: (1) pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the receiving party required to make such disclosure shall give reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors.

Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DATAXALI MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.

Limitation of Liability

IN NO EVENT SHALL DATAXALI BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE , LOSS OF COMMERCIAL INFORMATION), ARISING FROM OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF DATAXALI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH DATAXALI RELATING TO ANY SERVICE SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT WILL DATAXALI'S TOTAL LIABILITY TO YOU FOR ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU FOR SUCH SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER.

IN THE EVENT OF A BREACH OF YOUR PERSONAL DATA RESULTING FROM THE FAILURE OF A PAYMENT PROCESSOR, DATAXALI'S TOTAL LIABILITY TO YOU FOR SUCH BREACH WILL NOT EXCEED 5 TIMES THE FEES PAID BY DATAXALI TO SUCH PAYMENT PROCESSOR FOR PROCESSING YOUR TRANSACTIONS WITHIN TWELVE (12) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THIS LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER.

Other Conditions

Except for payment obligations, neither party will be liable to the other party or any third party for failure or delay in performing its obligations under these Terms where such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, acts of government, fire, or flood, provided that, upon the cessation of such events, such party shall promptly discharge or complete the execution of its obligations here.

These Terms, their interpretation, performance or any breach thereof, shall be construed in accordance with, and all matters relating thereto shall be determined by, the laws of the State of Luxembourg. Both parties irrevocably submit any dispute under these Terms to the jurisdiction of the courts located in the State of Luxembourg.