Last Updated: October 5, 2023
Compact Information Systems, LLC d/b/a “Deep Sync” (“Deep Sync,” “we,” “us,” or “our”) provides you access to our proprietary platform application (the “App”), and the DeepSync One service we provide through the App (the “Services”), subject to the following terms and conditions of service (the “Terms of Service” or “Terms”), which may be updated by us from time to time as provided for below.
IF YOU ACCEPT THE TERMS OF SERVICE ON BEHALF OF ANY OTHER PERSON, LEGAL ENTITY, OR OTHER ORGANIZATION THAT IS ACTUALLY DEEP SYNC’S CUSTOMER, THEN YOU REPRESENT TO DEEP SYNC THAT YOU ARE LEGALLY AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE FOR THAT CUSTOMER, AND “YOU” OR “YOUR” AS USED IN THE TERMS OF SERVICE THEREFORE ALSO INCLUDES THOSE OTHER PERSON(S), LEGAL ENTITIES OR OTHER ORGANIZATION(S) WHO ARE THE ACTUAL CUSTOMER AND ON WHOSE BEHALF YOU ARE ACTING.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THE TERMS OF SERVICE, THEN YOU ARE NOT AUTHORIZED TO ACCESS THE APP AND/OR USE THE SERVICES.
We reserve the right at any time and without notice to deny you access to the App and/or Services or to any portion thereof and to terminate your rights under these Terms of Service if we suspect you have misused or are misusing the Services in a manner that does not comply with the Agreement or applicable law or both or because of our concerns related to security of the App and/or our Services, but regardless we may suspend your access in our sole and absolute discretion. Your rights under these Terms will terminate automatically if you fail to comply with the Agreement, subject to the survival rights of certain provisions identified herein. Termination will be effective without prior notice. Upon our notifying you or you having reason to know of any such termination, You must promptly destroy to the extent applicable law permits all copies of any aspect of the App and/or our Services in your possession, custody or control.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. YOU MUST READ THEM.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the App or the Services, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modified Terms on our website at https://deepsync.com/terms-conditions/ and/or, at our sole discretion, provide you with notice of the modification at the last email address you provided to us or through a general notification posted within the App and/or communicated through the Services. By continuing to access or use the App and/or our Services after we have posted a modification to the Agreement, or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to terminate your use of the App and Services.
1. APP AND SERVICES DESCRIPTION
In order to use the App and/or Services you may be required to agree, or you may have already agreed, to terms with third parties unaffiliated with Deep Sync. Such terms include, but are not limited to social media and other communications, marketing, or media buying platforms (each a “Third Party Platform”) such as Meta Platforms, Inc. (a/k/a “Facebook”). Using Facebook as an example only, Facebook’s advertising terms are located here : https://www.Facebook.com/terms, https://www.Facebook.com/policies/ads/. DEEP SYNC IS NOT A PARTY TO ANY SUCH THIRD PARTY TERMS THAT YOU ENTER/ENTERED INTO AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR SUCH THIRD PARTY TERMS. YOU ARE SOLELY AND ABSOLUTELY RESPONSIBLE FOR ANY ACCESS TO THE APP AND/OR USE OF THE SERVICES THAT VIOLATES ANY THIRD PARTY TERMS, INCLUDING WITHOUT LIMITATION, FACEBOOK ANY THIRD PARTY PLATFORM’S TERMS, RULES, POLICIES OR THE LIKE RELATED TO FACEBOOKSUCH THIRD PARTY PLATFORM’S GENERAL AND SPECIAL ADVERTISEMENTS AND ADVERTISING CAMPAIGNS. SUCH THIRD PARTY TERMS ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTIES, AND AS SUCH IT IS YOUR SOLE RESPONSIBILITY TO LOCATE, READ AND TO UNDERSTAND YOUR OBLIGATIONS TO SUCH THIRD PARTIES AND USAGE RESTRICTIONS FOR SUCH THIRD PARTY PLATFORMS’ AND/OR OTHER TECHNOLOGY SERVICES IN THAT REGARD.
(a) When using the App and our Services, you agree to the following:
- You will comply with all applicable laws in your use of the App and the Services, and will not use the App for any unlawful purpose;
- You will provide accurate, complete, and up-to-date information about yourself when requested;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with, or attempt to interrupt the proper operation of, the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means;
- You will not decompile, reverse engineer, or disassemble any software, Services, or other products or processes accessible through the App, or otherwise tamper with the App;
- You will not cover, obscure, block, or in any way interfere with any safety features on the App;
- You will not use any robot, spider, scraper, or other automated means to access the App, App Content, or our Services for any purpose; and
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
- You will not send or facilitate any advertising for: (i) adult entertainment (e.g., pornography), (ii) illegal gambling, (iii) any other product or service that is illegal in the locality in which it is sent or received, including without limitation to discriminate on the basis of race, gender, religion, sexual orientation, or in any way that could be deemed unfair under applicable law.
- You will use an appropriate and reasonable combination of technology and processes to secure from and prevent any unauthorized third parties directly or indirectly (e.g., using robots/crawlers) from accessing without authorization the App and/or our Services through your access to the App and/or our Services including but not limited to the following,
> there may include information accessible through the App and/or our Services that is subject to regulation, and therefore it is your obligation to keep all such accessed information confidential and secure,
> restrict access to the App and/or our Services to those employees (or contractors) who have a need to know as part of their official duties and are bound by obligations of confidentiality;
> ensure that none of your employees (or contractors) access and/or use any information from the App and/or our Services for personal reasons inconsistent with the purposes of this Agreement,
> immediately deactivate the user access of your employee/s (or contractors) who no longer have a need to know, or for terminated employees (or contractors) on or prior to the date of termination;
and, you will notify us without undue delay if you have any reason to believe that there has been any breach or non-compliance with the restrictions above through your access to the App and/or that our Service, or if any App Content (defined below in Section 7) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person through your access to the App and/or our Services, or for any purpose contrary to these Terms of Service;
- You will not use the Services for the purposes of determining or in connection with: (iv) employment eligibility, (v) credit eligibility, (vi) health care eligibility, or (vii) insurance eligibility underwriting and pricing.
(b) Use of LiveRamp and LiveRamp-specific Data Marketplace Terms.
If you use LiveRamp, the following terms from LiveRamp apply to you and are incorporated into these Terms by this reference. You should refer to LiveRamp’s terms and conditions applicable to you and/or LiveRamp’s website to understand specific and capitalized terms in the following:
You are required to have a current Advertising Agreement with each Platform and Advertiser Direct Platform to which you instruct LiveRamp to distribute any Audience File(s), including any sourced from the App and/or our Services, via LiveRamp Services. “Advertising Agreement” means a separate and active agreement between You and a Platform or Advertiser Direct Platform for such Platform’s/Advertiser Direct Platform’s performance of targeted advertising services for your benefit. Where Facebook is the Advertiser Direct Platform, such Advertising Agreement with Facebook includes any and all terms and conditions required by Facebook for use of its advertising services, including Facebook’s Advertising Guidelines (currently accessible at https://www.Facebook.com/policies/ads/) and Facebook’s Customer List Custom Audience Terms (currently accessible at https://www.Facebook.com/legal/terms/customaudience/update), each as may be updated by Facebook from time to time. Your ad purchases and use of services from such Platform/Advertiser Direct Platform in connection with all distributed Audience Files are subject to the applicable Advertising Agreement. Distributed Audience Files may be subject to approval and acceptance by the recipient Platform/Advertiser Direct Platform, and LiveRamp has no responsibility or liability for any Platform’s/Advertiser Direct Platform’s acceptance or rejection of, or refusal to utilize, any Audience File(s) as properly distributed by LiveRamp.
You shall not instruct, authorize, or permit any third party to: (i) duplicate, compile, disassemble, decompile, re-identify, derive any data from, or otherwise reverse engineer any de-identified LiveRamp Data Marketplace Data; or (ii) act in any way to derive personal information from, or merge personal information with, any anonymous information, including, but not limited to, as included within any Audience File(s).
You are expressly prohibited from using any Data Marketplace Data, any Audience File, or LiveRamp Services in any manner to target, send, or facilitate any advertising for: (i) adult entertainment (e.g., pornography); (ii) illegal gambling; or (iii) any other product or service that is illegal in the location in which it is sent or received, including, without limitation, to discriminate on the basis of race, gender, religion, or sexual orientation. Further, you are expressly prohibited from using any Data Marketplace Data, any Audience File, or LiveRamp Services in any manner for the purposes of or in connection with: (iv) employment eligibility; (v) credit eligibility; (vi) health care eligibility; or (vii) insurance eligibility, underwriting, and/or pricing.
Use of each distributed Audience File is subject to your compliance with Applicable Laws and Codes, Applicable Best Practices, and its own and each applicable Platform’s/Advertiser Direct Platform’s applicable privacy policies. “Applicable Best Practices” means the principles and best practices applicable to your performance pursuant to and in connection with this Agreement, Data Marketplace Data, and Audience Files and as promulgated by the Data and Marketing Association’s Code of Conduct and the Digital Advertising Alliance Self-Regulatory Principles. You are expressly prohibited from instructing, permitting, and/or authorizing any third party to sell, transfer, download, save, or redistribute any Audience File or any part thereof, including without limitation, redistributing any Audience File to any other Platform/Advertiser Direct Platform or any other Seat ad account within the original Platform/Advertiser Direct Platform to which it was distributed (whether or not such other Seat or ad account is controlled or maintained by or for you).
U.S. Only Data Marketplace Data and Distributions. You acknowledge and agree that you shall have no rights or authorization to view, select, or utilize any Data Marketplace Data labeled or otherwise indicated as being applicable to or originating from any country or region outside of the United States.
You will not use any Audience File to target any individual/data subject/consumer who has exercised an option to which you have, directly or indirectly, committed to honoring any opt out of having such individual’s/data subject’s/consumer’s data disclosed and used for targeted advertising; (iv) to the extent any individual/data subject/consumer exercises any opt out right after use of the Audience File has been used) you will remove such individual/data subject/consumer from all future applicable targeting, including, but not limited to, further use of the same or any other Audience File and including by providing the applicable Platform(s)/Advertiser Direct Platform(s) with the applicable opt-out information and requiring its application by the Platform(s)/Advertiser Direct Platform(s) in a timely manner; (v) use of each Audience File shall comply with Applicable Laws and Codes and Applicable Best Practices; (vi) you shall comply with any future requirements imposed upon LiveRamp by Applicable Laws and Codes and/or – where such requirements are made known to you by LiveRamp – by any Data Marketplace Data Providers; and (vii) none of the activities for which it uses LiveRamp Services or for which it or you use any Audience File(s) will directly or indirectly constitute, involve, or facilitate the commission by LiveRamp of any unlawful or illegal act or any offense (including without limitation the infringement of any laws relating to defamation, obscenity or indecency) or the infringement of the rights of any other person.
You agree to Automatic reporting (including LiveRamp’s applicable access) for each Advertiser Direct Platform where such Automatic reporting is available.
You are prohibited from further resale or providing access to third parties of the Data Marketplace and Platforms Distributions Services and from using any distributed Audience File for the benefit of any third party.
You may only use the Data Marketplace and Platforms Distributions Services Audience Files for purposes of ad targeting and measurement via the Platforms/Advertiser Direct Platforms in the United States, and for no other purposes.
You warrant that you have an Advertising Agreement in place with the Platform/Advertiser Direct Platform destination(s) receiving its Audiences, and that the handling of distributed Audiences by the receiving Platform/Advertiser Direct Platform is subject to the terms and conditions of that Advertising Agreement.
Upon any expiration or termination of any applicable Agreement, you shall require each Platform and Advertiser Direct Platform in possession of any distributed Audience File(s) to immediately cease use of and destroy or render inaccessible such Audience Files where you cannot yourself destroy the Audience Files via its applicable Seat(s).
Use of each Audience File must comply with the Business Rules applicable to the Data Marketplace Data selected and used in the Audience File creation. Further, use of each distributed Audience File is subject to your compliance with Applicable Laws and Codes, Applicable Best Practices, and its own and each applicable Platform’s/Advertiser Direct Platform’s applicable privacy policies. Each Audience File delivered to a Platform/Advertiser Direct Platform: (1) is for use within and by such Platform’s/Advertiser Direct Platform’s ad services only; (2) within and via the Seat to which it was delivered; and (3) may not be accessed or utilized by any third party other than you and the Platform/Advertiser Direct Platform. You are expressly prohibited from instructing, permitting, and/or authorizing any third party to sell, transfer, download, save, or redistribute any Audience File or any part thereof, including without limitation, redistributing any Audience File to any other Platform/Advertiser Direct Platform or any other Seat or ad account within the original Platform/Advertiser Direct Platform to which it was distributed (whether or not such other Seat or ad account is controlled or maintained by or for you).
You are prohibited from transferring any Data Marketplace Data or resulting Audience File(s) to any third parties beyond distribution to the initial receiving Platform/Advertiser Direct Platform or beyond the initial Seat to which it was delivered.
You will not actually receive (outside of the applicable Seat) nor be able to view any actual Data Marketplace Data or Audience File created or the contents thereof.
You shall not – and shall not instruct, authorize, or permit any third party to act in any way to derive personal information from, or merge personal information with, any anonymous information, including, but not limited to, as included within any Audience File(s).
Unless a shorter time frame is required and specified in any notice for updated Audience File permitted uses or restrictions, you shall have thirty (30) days to comply with any additional Data Marketplace Data Provider restrictions. If you are unable or unwilling to comply with the additional restriction(s), then you must immediately discontinue using the affected Audience File(s) and delete the Audience File(s) from its Seat in each applicable Platform/Advertiser Direct Platform.
You grant LiveRamp all permissions and authorizations necessary to perform and provide the Data Marketplace and Platforms Distributions Services.
LiveRamp reserves the right, at the direction of any Data Marketplace Data Provider, Platform, or Advertiser Direct Platform, or in its sole discretion, to immediately suspend your access to and use of any distributed Audience File(s)) in the event of any suspected or actual violation of the terms of the terms of the End Client Agreement.
(a) When you create an account with us via the App and our Services, you will provide a credit card that we can charge for your use of the App and our Services. We will establish a minimum credit line deposit (“Credit Line Deposit”) amount of no less than USD$100.00, but the Credit Line Deposit also may be higher based on anticipated use of our Services. The instant that the App and/or our Services detects data spending in your Third Party Platform advertising account, we will charge your credit card for the Credit Line Deposit, typically in $100 increments, however larger charge increments of $250, $500, and $1,000 may be recommended and also are available upon your request. The first Credit Line Deposit incurred is a non-refundable App access charge, and this charge is a minimum use commitment.
(b) When the App and/or our Services detect a data segment appended to an ad set, the App and/or our Services will multiply the media spend for that particular campaign by the appropriate data segment tier (e.g., 10%, 12%, or 15%; excluding custom-built segments, which can be priced higher.) The App will deduct your data spend amounts from your account Credit Line Deposit. Whenever your Credit Line Deposit is 80% depleted/utilized, we will charge your credit card again in the established increment to replenish your Credit Line Deposit.
(c) Custom Data Segments and Pricing. In the event you order custom data segments from us, the Fees we charge are variable and subject to the rates of the data supplying partner from whom we receive the data for the custom data segments. You will work with the supplying data partner to establish a rate or rates. The supplying data partner will transmit its fee based on the applicable rate to us, and we will include such data partner fee in our fees charged to you. We are not responsible in any way for any incorrect or otherwise disputed rate or fees forwarded to us by the data partner, although we will use good faith efforts to try to assist resolving any such dispute related to the rate/fee charged by the supplying data partner.
(d) If you cancel your DeepSync One account to stop accessing the App and/or using our Services, we will refund you any remaining balance of your Credit Line Deposit except for the non-refundable App access charge referred to in subparagraph (a) of this section. To cancel, please email email@example.com. Once data is removed from your Third Party Platform account, we will initiate the refund process.
(e) Enhanced Onboarding and Pricing. In the event you use the Enhanced Onboarding feature available in the platform, the Fees we charge are based on the total number of input records sent to a Third Party Platform within each monthly billing period (defined by the calendar month). Users have the ability to mark files/datasets as active or inactive within our platform, and Deep Sync will calculate fees based on the total number of input records that were active at any point during the billing period. The amount owed in each monthly billing period will be calculated by taking the total number of input records active at any point within that period, and multiplying that number by the CPM (cost per thousand) price shown during checkout and further described on the following page https://deepsync.com/wp-content/uploads/2023/10/Pricing-Sheet_Enhanced-Onboarding.pdf.
(f) When you access the App, you can also access the following page which further describes our pricing and fees https://help.deepsync.com/knowledge-base/deep-sync-one-flexible-affordable-pricing.
Payments must be made by credit card. All access fees are non-refundable.
You will be billed for any data usage pursuant to the terms located at https://help.deepsync.com/knowledge-base/deep-sync-one-flexible-affordable-pricing and/or described in Section 3. Payments
must be made by credit card. All usage fees incurred are non-refundable.
(f) Fee Disputes
If you feel that you have been billed incorrectly, we ask you to kindly notify us as soon as possible at firstname.lastname@example.org.
Intentional credit/debit card reversals and chargebacks are frequent indicators of possible fraudulent use and/or theft of our Services and we may treat them as such. We reserve the right to investigate further and file complaints with the appropriate local and federal authorities. Please be advised that we regularly monitor all internet protocol address information and other user activity, and that this information may be used in a civil and/or criminal case against any customer, especially in instances of possible theft or fraudulent behavior.
If you are having technical difficulties with the App at any time, or if you have questions about our Services, you may email or call us using the contact information on our website. All interactions between you and Deep Sync may be recorded, including phone calls, emails, and live chats.
With respect to all communications between you and any Deep Sync personnel, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.
5. OUR DISCLAIMER; LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT THE APP, THE SERVICES, AND ALL OTHER INFORMATION AND MATERIALS PROVIDED BY DEEP SYNC ARE NOT MEANT TO BE SUBSTITUTES FOR THE EXERCISE OF YOUR OWN JUDGMENT AND COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS, THIRD PARTY TERMS TO WHICH YOU ARE SUBJECT, OR YOUR OWN BUSINESS INTERNAL PROTOCOLS. DEEPSYNC’S APP AND SERVICES ARE FOR CONVENIENCE PURPOSES ONLY, AND DEEP SYNC ITSELF DOES NOT MAKE ANY DETERMINATIONS ABOUT THE USEFULNESS OR THE NATURE OF YOUR USAGE OF THE APP AND/OR SERVICES .
YOU ACKNOWLEDGE THAT THE APP AND SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, THE APP, AND ALL OTHER INFORMATION AND MATERIALS PROVIDED BY DEEP SYNC ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DEEP SYNC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND ANY OF OUR SUPPLIERS OR LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF THE APP OR THE SERVICES, INCLUDING, WITHOUT LIMITATION ANY LOST DATA RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APP, THE SERVICES, OR ANY WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) WE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE APP OR THE SERVICES THAT EXCEED THE GREATER OF EITHER (i) THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES GIVING RISE TO SUCH DIRECT DAMAGES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO ANY SUCH DIRECT DAMAGES OR (ii) ONE HUNDRED U.S. DOLLARS ($100). NO COMMON-LAW CAUSE OF ACTION ARISING UNDER TORT, CONTRACT, OR WARRANTY RELATED TO THE APP OR THE SERVICES, OR OTHERWISE ARISING UNDER THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. FOR THE AVOIDANCE OF ANY DOUBT, LIABILITY UNDER THE FOLLOWING SECTION 6. (“INDEMNIFICATION”) IS EXCLUDED FROM THE DISCLAIMER AND LIMITATION OF LIABILITY IN THIS PARAGRAPH.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES; THEREFORE, SOME OF OUR DISCLAIMERS AND LIMITATIONS IN THIS SECTION 5 MAY NOT APPLY TO YOU.
NOTHING IN THESE APP TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
You agree to defend, indemnify, and hold us and our affiliates and our and their respective officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the App or the Services; and/or (iii) your violation of any applicable law or third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
7. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS: APP CONTENT AND YOUR BUSINESS CONTENT
(a) Intellectual Property and App Content.
The App and/or our Services may contain material such as data, information, videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Deep Sync (collectively referred to as the “App Content”). The App Content may be owned by us or third parties. The App Content is protected under both United States and foreign laws. Unauthorized use of the App Content may violate copyright, trademark, and other laws.
You may view all App Content for your own use and strictly as necessary for the purposes described in the Agreement, and for no other uses whatsoever, including whether personal or non-commercial uses. No other use is permitted without the prior written consent of Deep Sync. Deep Sync and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the App Content. You must retain all copyright and other proprietary notices contained in the original App Content. You may not sell, transfer, assign, license, sublicense, or modify the App Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the App Content in any way for any public or commercial purpose other than as described in the Agreement. Except as authorized pursuant to the Agreement, the use or posting of the App Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Deep Sync (the “Deep Sync Trademarks”) used and displayed on the App are registered and unregistered trademarks or service marks of Deep Sync. Other company, product, and service names located on the App may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Deep Sync Trademarks, the “Trademarks”). Nothing on the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Deep Sync Trademarks inures to our benefit.
Elements of the App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the App Content may be retransmitted without our express, written consent for each and every instance.
(b) You also may upload data you source from your own subscriptions on third party platforms or otherwise “Your Content.” As between you and us, you own Your Content, and are entirely responsible for owning or being duly licensed to, and represent and warrant to DeepSync that you own or are duly licensed to and have all or all rights necessary to upload Your Content to the App and use our Services to process Your Content. You hereby grant to Deep Sync a non-exclusive license to Your Content to (i) copy, reproduce, store, adapt and translate Your Content collected and/or processed hereunder to the extent reasonably required for the performance of Deep Sync’s obligations under this Agreement, (ii) anonymously aggregate such data in Your Content collected and/or processed hereunder with data from other Deep Sync customers in order to provide benchmarking services and analytics and copy, display, prepare derivative works of, and distribute such anonymized data, and (iii) to use data from Your Content to check our data for accuracy and otherwise cleanse our data. For the avoidance of any doubt and consistent with the preceding, we absolutely will not transfer the corpus of Your Content to any third party for any form of compensation, monetary or otherwise.
8. COMPLIANCE WITH APPLICABLE LAWS
The App and Services are based in the United States, and authorized and intended only for use analyzing and conducting advertising campaigns in markets within the United States. We make no claims concerning whether the App may be accessed, downloaded, viewed, or be appropriate for use outside of the United States. If you access the App from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of any specific jurisdiction that apply to your access to the App and/or use of our Services, including any App Content.
9. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the App, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the App at any time without prior notice or liability. Sections 6-15 shall survive the termination of this Agreement.
10. CONTROLLING LAW
This Agreement and any claims or disputes related to or arising from this Agreement will be governed by the substantive and procedural laws of the state of Washington, without regard to its conflicts of law principles.
11. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Services, or the App (each, a “Dispute”), either party intends to demand arbitration elects, and must elect, to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. THE PARTIES IRREVOCABLY CHOOSE ARBITRATION TO RESOLVE ANY DISPUTES, AND NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator jointly selected by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where the party responding to the other party’s demand for arbitration resides. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 14 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
12. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
13. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.
Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. If any provision of the Agreement is found to be unenforceable or invalid, then only that provision will be modified to reflect the intent or eliminated to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect. You may not assign, transfer, delegate or sublicense these Terms or your obligations hereunder, and any such attempt to do so is and will be invalid. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. The section headings are provided merely for convenience and shall not be given any legal import.
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