Terms of Service
Revised: February 1, 2021. ACCEPTANCE OF TERMSPredict Data, Inc. (“Polymer”) offers a proprietary solution to monitor, redact & permission sensitive data within chats, databases, documents, codebase, as further described in the applicable documentation (the “Service”). Any access to or use of the Service is subject to the terms and conditions in this Terms of Service (the “Terms”).PLEASE REVIEW THE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU ARE ENTERING INTO THE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TERMS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY AND YOU SHALL BE RESPONSIBLE FOR COMPLIANCE WITH THESE TERMS BY ALL OF YOUR EMPLOYEES AND CONTRACTORS.
You represent and warrant that you are: (a) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) of legal age to form a binding contract; and (c) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.
2. ADDITIONAL TERMS
b. Professional Services. Polymer agrees to provide you with data migration or other professional services (“Professional Services”) as and if specified in any Additional Terms.
3. GRANT OF RIGHTS
a. Grant. Subject to your compliance with the Terms in all material respects, Polymer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, only in the form made available by Polymer. and only for your internal business purposes. Your access and use of the Service is further limited by any restrictions or limitations set forth in any Additional Terms.
b. Restrictions. Except with respect to Your Content (defined below), you may not:
(i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service;
(ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service;
(iii) frame or utilize any framing technique to enclose any Content;
(iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Polymer;
(v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; or
(vi) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
c. Third-Party Software. Some components of the Service may be provided with or have incorporated into them third-party software licensed under “open source” or other licenses (“Third-Party Software”). You acknowledge and agree that:
(a) Polymer has no proprietary interest in any Third-Party Software;
(b) Third-Party Software is provided pursuant to the license terms applicable to such software.
d. Support. Except as explicitly agreed by Polymer in any applicable Additional Terms, Polymer is not obligated to provide you any support for the Service, and the Terms does not entitle you to any support for the Service.
4. YOUR RESPONSIBILITIES
a. Registration and Account. In registering for the Service, you agree to:
(i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and
(ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Polymer reasonably suspects that you have done so, Polymer may suspend or terminate your account. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Polymer immediately of any unauthorized use of your account or password or any other similar breach of security.
b. Third-Party Terms. To utilize the Service, you must have one or more valid and verifiable accounts with third-party messaging platforms compatible with the Service (“Third-Party Platform(s)”) and agree to the applicable terms and conditions governing your use of such Third-Party Platform(s). You are solely responsible for complying with the applicable Third-Party Terms in all material respects.
c. Technical Requirements. You shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access the Service, including computers, mobile devices, operating systems, web browsers, storage devices and Third-Party Platforms.
d. Back-Up. Polymer will have no obligation to store or back-up Your Content (defined below), and you shall be solely responsible for backing up Your Content.
5. YOUR CONTENT
a. Your Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not Polymer, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not Polymer, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”). You represent and warrant that you have all necessary right and authority to grant the rights set forth in the Terms with respect to Your Content, including the Polymer’s rights to transmit, process, and use Your Content in accordance with this Terms.
b. Restrictions. In connection with your access to or use of the Service, you shall not upload, post, email, transmit or otherwise make available any Content that:
(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable;
(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
(iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or
(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware.
6. INTELLECTUAL PROPERTY
a. License to Content. Polymer does not claim ownership of Your Content. However, you grant Polymer and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to
(i) provide the you other users with the Service and any Professional Services, including any maintenance, calibration, diagnostic, troubleshooting and transmission of Your Content to Third-Party Platforms and other individuals with whom you communicate via the Service; and
(ii) monitor and improve the Service. You acknowledge and agree that the technical processing and transmission of data, including Your Content, associated with the Service may require transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
b. Usage Data. You acknowledge and agree that
(i) Polymer may collect or generate Usage Data; and
(ii) to the extent Polymer collects or generates any Usage Data, Polymer owns all right, title and interest (including all intellectual property rights) in and to the Usage Data and may use such Usage Data for any lawful purpose without credit or compensation to you. “Usage Data” means usage data, meta data, performance data and other data related to how you and other users use and interact with the Service that is aggregated and anonymized such that it does not identify you or other users as the source or subject of such data.
c. Polymer Ownership. Except with respect to Your Content, you acknowledge and agree that, as between you and Polymer, Polymer owns all rights, title and interest (including all intellectual property rights) in the Service and all Content and other materials within the Service. The Service is protected by U.S. and international copyright, trademark, patent and other intellectual property laws and treaties. Polymer reserves all rights not expressly granted to you.
d. Suggestions. If you elect to provide or make available to Polymer any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), you hereby grant Polymer a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
a. Fees. You shall pay Polymer the applicable fees set forth in the Additional Terms pursuant to the payment terms therein. In the event that the Additional Term do not set forth payment terms, payment will be due within 30 days from the date of invoice. Any payment not received from when due will incur interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Service.
b. Taxes. Any and all amounts payable hereunder by you are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, “Taxes”). You shall be solely responsible for paying all applicable Taxes. If Polymer has the legal obligation to collect any Taxes, you shall reimburse Polymer upon invoice by Polymer. If you are required by law to withhold any taxes from your payments to Polymer, you shall provide Polymer with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
8. MODIFICATIONS TO THE SERVICE
Subject to any Additional Terms, Polymer reserves the right to modify, suspend or discontinue the Service or any product or service to which it connects, with or without notice, and Polymer shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Polymer may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service or related services (“Updates”). Polymer may develop Updates that require installation by you before you continue to access or use the Service or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.
a. Polymer Indemnification. Polymer agrees that YOU shall have no liability and Polymer shall indemnify, defend and hold YOU harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party (collectively, “Losses”) asserting that your use of the Service infringes the intellectual property of such third party, provided that Polymer shall have no obligation to indemnify YOU from any Losses to the extent they arise from:
(i) your use of the Service (including use by any users associated with your account) in any manner that does not comply in all material respects with the Terms, or applicable laws or regulations;
(ii) your use of the Service in combination with any hardware or software not provided or approved by Polymer;
(iii) modifications to the Service made by you or on your behalf of Customer that are not authorized by Polymer; or
(iv) any Your Content (collectively, “Your Acts”). In the event that any part of the Service becomes the subject of a Loss or Polymer reasonably determines that any part of the Service is likely to become the subject of a Loss, Polymer may, at its sole discretion: (1) procure for you a license as necessary for you to exercise the rights granted by Polymer under this Agreement; (2) modify or replace the Service to avoid infringement, provided that the Service as modified or replaced retains materially the same or better features and functionality; or (3) terminate this Agreement and provide a pro rata refund of any prepaid but unused fees. This Section states your sole and exclusive remedies for claims of intellectual property violation or infringement relating to the Service.
b. Your Indemnification. You shall indemnify, defend and hold Polymer and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Polymer Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of Your Acts.
c. Procedure. The indemnified party shall:
(i) give the indemnifying party prompt written notice of any indemnified claim, provided that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify, except to the extent the indemnifying party has been prejudiced thereby;
(ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and
(iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.