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Service Agreement

 

Effective Date 1 January 2022

Cito Data Limited (“we”, “us”, “our”) is pleased to offer certain web services (“Services”) according to the terms and conditions in this Agreement (“Agreement”). By creating an account to use the Services, you agree to this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not use the Services.

1. Services

You may access and use our Services in accordance with this Agreement. 

You will comply with all laws, rules and regulations applicable to the use of the Services and any additional feature or service you use. You understand and agree that we may change, suspend or discontinue any part or all of the Services. We will notify you of any material change to or discontinuation of the Services by email or via our website. Some Services may be in preview, testing, or “beta” phase (each, a “Beta Offering”), for the purpose of evaluating performance, identifying defects and obtaining feedback. Cito Data will not be liable for any damages in connection with your use of any Beta Offering. You are not required to use any Beta Offering, and we have no obligation to release a final version of any Beta Offering.

2. Registration and Your Account

To register to use the Services, you must create a username and password and provide us with the information requested in the registration process. You must provide complete and accurate information during the registration process and will update your information to ensure it remains accurate. Personally identifiable information submitted by you shall be subject to our Privacy Policy.

3. Payment and Taxes

(a) Services Fees. We calculate and bill fees and charges as described on the site specific to the Service you are using. If you choose monthly billing by credit card, you authorize a recurring monthly charge to your credit card based on our current fee schedule for the Services. You will pay us the applicable fees and charges for use of the Services as described on the applicable site using your credit card. All amounts payable for the Services will be made without setoff or deduction, and all amounts paid are non-refundable. We may increase or add new fees and charges for a Service by updating the applicable site. In the event that we change the pricing for the Services the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the applicable site. We may charge you interest at the rate of 1% per month or the highest rate permitted by law on any late payment.

(b) Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

‍4. Term and Termination

(a) Term; Termination. The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Services under your account, and we may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may deactivate your free Cito Data trial account if you do not use it for 30 days, after which we will use commercially reasonable efforts to allow you to reactivate the Service by request to us. We may also terminate your account and this Agreement, or suspend your access to the Services, immediately if: (i) we change the way we provide or discontinue any Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Services poses a risk to the availability, functionality or security of the Services; (iv) we reasonably determine that your use of the Services may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of the Services, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Services promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason.

(b) Effect of Termination. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue to store any data or settings after termination of this Agreement.

5. Intellectual Property Rights and Ownership

(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right. 

(b) Our Service. You may not: (i) modify, alter, tamper with, repair, or create derivative works of any software included in the Services; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense the  Services; (v) use the Services in connection with any derivative work of the Service; (vi) attempt to disable or circumvent any security mechanisms used by the Services; (vii) use the Services in a way that poses a risk to the Services or any third party; or (viii) use the Services unlawfully.

(c) No Other Rights. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about the Services or otherwise, but if you do, we may use and modify this feedback without any restriction or payment.

(d) Customer may use any confidential or proprietary information that Cito Data provides to Customer (“Cito Data Information”) only to evaluate the Services and will use a high degree of care to avoid disclosure of Cito Data Information. Customer will not disclose Cito Data Information to any third party without Cito Data's prior written consent. Customer’s confidentiality obligations will continue for three years after this Agreement terminates.

(e) You grant Cito Data the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications, subject to your standard trademark usage guidelines as provided to us. If you do not want to be listed, you may send an email to founders@citodata.com declining to be used as a reference.

6. No Warranty

The Services, including Beta Offerings, are provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.

7. Amendments

Cito Data reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Cito Data Site (or any part thereof) with or without notice. Prices of all Cito Data plans are subject to change. Cito Data shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Cito Data Services. We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of this Agreement at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the Cito Data Service. Your continued use of the Cito Data Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes. Any new features that augment or enhance the current Cito Data Service, including the release of new tools and resources, will be subject to this Agreement.

8. Indemnification ‍

You agree to indemnify and hold Cito Data, its parents, subsidiaries, affiliates, officers, partners and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, use of your account by any third party, the violation of the agreement of use by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

9. Limitation of Liability

We and our affiliates and licensors will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use or data). We and our affiliates and licensors will not be responsible for any compensation, reimbursement or direct damages arising in connection with: (a) your inability to use the Services; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss or failure to store any of your content or other data. Our and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the amount you pay us under this agreement for the Services that gave rise to the claim during the 6 months preceding the claim.

10. General

(a) Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of England, without giving effect to its conflict of law provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect.

(b) Agreement. This Agreement comprises the entire understanding between you and us relating to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.

(e) Force Majeure. We are not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

90 Paul Street

London EC2A 4UX

United Kingdom

Copyright © 2022 Cito Data Limited. All rights reserved. Company registered number 13454615.