Daexus Terms and Conditions

Last modified: May 2020

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Welcome to Daexus Corporation (“Daexus,” “we,” “our,” or “us“). These Terms of Service govern your use of this website and the services and products made available here (collectively, the “Product“). To access the Product, users must at all times agree to and abide by these Terms of Service.

The Product allows you to access certain business data (user data) and the paid version requires information related to you (personal information).

This Terms of Service for the Product is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organization, or entity (“you” or, collectively with other users, “Users“) and Daexus regarding your use of the Product. Daexus may have different roles with respect to different types of Users, and “you” as used in these Terms will apply to the appropriate type of User under the circumstances.

By registering for and/or accessing, browsing, using or subscribing to the Product, or by clicking “I Agree,” or otherwise affirmatively manifesting your intent to be bound by these Terms of Service, you signify that you have read, understood, and agree to be bound by the following terms, including any additional guidelines (collectively, the “Terms“), and to the collection and use of your personal information as set forth in the Daexus Privacy Policy, which can be found at Daexus Privacy Policy.

If you are using or opening an account with Daexus on behalf of a company, entity, or organization (collectively, the “Subscribing Organization“) then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.

Please read these Terms carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. License Grant.

Subject to the terms and conditions of these Terms, Daexus hereby grants to you a limited, personal, non-transferable license to use the Product in the manner contemplated by these Terms solely for your internal business purposes. Users shall have no right to sub-license or resell the Product or any component thereof.

2. User privacy

User privacy is important to us. Please read our Privacy Policy which can be found at Privacy Policy, carefully for details relating to the collection, use, and disclosure of your personal information.

3. Consent to List as Customer.

By using the Product, you hereby grant, and represent and warrant that you have all rights necessary to grant Daexus the right to include you and/or your Subscribing Organization as a customer or client of Daexus.

4. Availability

Daexus will use commercially reasonable efforts to make the purchased Subscription Services available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime (with regard to which Daexus will endeavor to provide advance notice, except for routine maintenance times currently scheduled for every evening from 11pm – 2am Pacific Time or (b) any unavailability caused by circumstances beyond Daexus’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability or modification by third parties of Third Party Offerings.

5. Eligibility; Termination

The Product IS NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM the Product BY Daexus. Daexus may terminate your account, delete any content or information that you have posted on the Product, and/or prohibit you from using or accessing the Product (or any portion, aspect, or feature of the Product) for any reason or no reason, at any time in its sole discretion, with or without notice.You agree that Daexus, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Daexus. In addition, Daexus reserves the right to discontinue any aspect of the Product at any time, including the right to discontinue the display of anypersonal information. You agree that any termination of your access to the Product or any account you may have or portion thereof may be affected without prior notice, and you agree that Daexus will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Product may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Daexus may have at law or in equity.

Account Activity Responsibility

  • 5.1 User Accounts. In order to use certain aspects of the Product, you will have to register for the Product and create an account (“User Account“). When creating your account for the Product, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Daexus. You may be liable for the losses incurred by Daexus or others due to any unauthorized use of your User Account. You may not establish more than one User Account for the same entity without Daexus’ written consent.
  • 5.2 System Access. You may choose to allow Daexus to automatically retrieve data from your system(s) or third-party systems or services or Third Party Sites (as defined below) on your behalf and/or you may use Daexus Product to do so, at your direction. You hereby represent and warrant that you have the permission, authority, and rights to use Daexus Product to access and/or to allow Daexus to automatically access such system(s) and services and Third Party Sites and you hereby grant Daexus permission to access such system(s) and services and Third Party Sites and retrieve personal information there from by indicating the same within your User Account. You hereby represent and warrant that your use of the Product will not violate any terms of service, agreement, privacy policy, or any express or implied communication, request or demand from any third party. Daexus disclaims any and all liability associated with accessing and retrieving personal information from such system(s) and services and Third Party Sites on your or your Subscribing Organization’s behalf. You are solely responsible for maintaining the confidentiality of information you provide that is necessary to access or retrieve data from your system(s) or third-party systems or services or Third Party Sites, including but not limited to any account ID, user name, password, ID, password, or any credit, debit or charge card number. In order to connect the Product with or to use the Product to access or retrieve data from any third-party system, services or Third Party Sites, you hereby agree that such connection, access or retrieval shall be done at your sole direction and control and/or you designate Daexus as your agent and attorney-in-fact in connection with such system, services or Third Party Sites, and further authorize the Product and/or Daexus to: (a) store your personal information relating to such system, services or Third Party Sites; (b) access such system, services or Third Party Sites using personal information you provide us; (c) use any materials you provide us in order to provide you the Product; (d) gather and export from such system, services or Third Party Sites any personal information reasonably necessary for us to provide the Product to you; and (e) otherwise take any action in connection with such system, services or Third Party Sites as is reasonably necessary for us to provide the Product to you. You agree that those third-party system or service providers or Third Party Sites are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. If at any time you do not have the right and authority to access, retrieve data or connect to or to allow Daexus to automatically access, retrieve data or connect to such system(s), service(s) or third-party sites, then you hereby agree to immediately disable such functionality within your user account.
  • 5.3 Account Information. You acknowledge and agree that Daexus may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any personal information violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Daexus, its users, or the public.

6. Payment Terms; Charges and Taxes

    • 6.1 You are responsible for paying any applicable fees as set forth on the pricing and payment terms provided to and agreed upon by you at the time of your order, such as on an e-mail order or invoice, and applicable taxes associated with the Product in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made by the methods specified within the Product. You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Daexus if your selected payment method is cancelled (e.g., for loss or theft). All fees and charges are earned upon receipt by us and are nonrefundable (and there are no credits) except (a) as expressly set forth herein, and/or (b) as required by applicable law.
    • 6.2 You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your employees, co-workers, colleagues, team-members, etc.). If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your use of the Product, including, but not limited to, sales, use, or value-added taxes. To the extent Daexus is obligated to collect such taxes, the applicable tax will be added to your billing account.
    • 6.3 Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Product; provided, however, that such notice will not affect charges submitted before Daexus could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service or as provided to you at the time of your order, such as on an e-mail order or invoice. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
    • 6.4 Daexus reserves the right to change the amount of, or basis for determining, any fees or charges for the Product we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change at least fourteen (14) days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Service account, you agree that Daexus can charge these unpaid fees to any payment method that you have previously provided.
    • 6.5 Your Service will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (a) every month for monthly subscriptions; (b) upon every one (1) year anniversary for annual subscriptions; (c) such other periodic rate you have selected from among the options offered on the Product or agreed in an order. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice unless required by law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.
    • 6.6 For annual subscriptions, you will need to provide thirty (30) days’ notice, prior to the annual renewal date, to give notice that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and no future charges will be made. For monthly or other subscriptions, you will need to provide seven (7) days’ notice, prior to the monthly renewal date, to give notice that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and no future charges will be made.
    • 6.7 Unless otherwise specified, queries used above the licensed quantity may be charged at three cents per query in blocks of one hundred.

7. When using the Product and website, including uploading any personal information or User Data, you agree not to:

    • 7.1 Upload or transmit via the Product or website pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
    • 7.2 Use the Product or website for any purpose that is unlawful or is otherwise prohibited by these Terms;
    • 7.3 Use the Product or website in any manner that in our sole discretion could damage, disable, overburden, or impair the Product;
    • 7.4 Use the Product or website to access, connect to or retrieve data from any third party system or services or Third Party Sites which are subject to terms of service prohibiting your manner of access to, connection to or retrieval of data from the system, service or site using the Product;
    • 7.5 Use the Product or website in violation of any terms of service, agreement, privacy policy, or any express or implied communication, request or demand from any third party, or to access, connect to or retrieve data from any third party system or service or Third Party Sites without authorization or in excess of authorization;
    • 7.6 Use the Product or website in any manner that infringes any copyright or other intellectual property, proprietary or moral right, or use the Product to circumvent any technological protection measure that controls access to or copying of copyrighted content;
    • 7.7 Attempt to gain unauthorized access to the Product, or any part of them, other User Accounts, computer systems or networks connected to the Product, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Product or any activities conducted on the Product
    • 7.8 Modify the Product in any manner or form, or use modified versions of the Product, including but not limited to for the purpose of obtaining unauthorized access to the Product;
    • 7.9 Use any robot, spider, scraper, or other automated means to access the Product for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Product;
    • 7.10 Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships;
    • 7.11 Share Daexus-issued passwords with any third party or encourage any other User to do so;
    • 7.12 Misrepresent the source, identity, or content of User Data;
    • 7.13 Modify, adapt, translate or create derivative works based upon the Product;
    • 7.14 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
    • 7.15 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Product to any third party; provide time sharing or similar services for any third party; or use the Product for any purpose other than your own internal business use;
    • 7.16 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Product, features that prevent or restrict use or copying of any content accessible through the Product or Service, or features that enforce limitations on use of the Product including, without limitation, creating multiple accounts in order to circumvent query limits or other restrictions based on your account type;
    • 7.17 Access the Product if you are a direct competitor of Daexus, except with Daexus’s prior written consent, or for any other competitive purposes; or
    • 7.18 Collect or harvest any personally identifiable information, including account names, from the Product.
 ### 8. User Data
    • 8.1 Use of User Data. By importing User Data using Daexus, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Daexus and its subcontractors and service providers to provide the Product. Daexus cannot access, sublicense or resell User Data, except however, that you agree that Daexus may collect, analyze, and use data derived from Personal Data and/or information collected from or about an individual but which does not identify the individual personally, as well as data about you, and other Users’ access and use of the Product, for purposes of operating, analyzing, improving, or marketing the Product and any related services. If Daexus shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from personal information, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. By way of example and not limitation, Daexus may: (a) track the number of users on an anonymized aggregate basis as part of Daexus’s marketing efforts to publicize the total number of Users of the Product; (b) analyze aggregated usage patterns for product development efforts; or (c) use anonymous data derived from personal information in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. You further agree that Daexus will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
    • 8.2 Your Responsibilities for User Data. In connection with User Data, you hereby represent, warrant, and agree that: (a) you have obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity’s rights, including such person’s privacy, proprietary or intellectual property or moral rights; (b) the User Data is free of any exploits, Trojan horses, and other elements that could interrupt or harm the systems or software; (c) all User Data has and will be collected by you in accordance with a privacy policy; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder; (e) Daexus may exercise the rights in personal information granted hereunder without liability or cost to any third party; and (f) the User Data complies with the terms of these Terms. For purposes of clarity, Daexus takes no responsibility and assumes no liability for any User Data orpersonal information,and you will be solely responsible for its User Data and the consequences of sharing or disclosing it hereunder, including Daexus’s use of such personal information as contemplated herein.
    • 8.3 Security Incidents.
    • Daexus will not and cannot access data that is imported using the Product. In the event that personal information is disclosed to or accessed by an unauthorized party, Daexus will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident; and if such incident triggers any third party notice requirements under applicable laws, you agree that you will be responsible for the timing, content, cost and method of any such notice and compliance with such laws.

9. Ownership; Proprietary Rights.

The Product is owned and operated by Daexus. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Product provided by Daexus, but expressly excluding any of the foregoing owned or licensed by and posted to the Product at the direction of Users (“Materials“) are protected by intellectual property and other applicable laws. Except for any technology licensed by Daexus, which is owned by and provided by our third-party licensors, all Materials contained in the Product, including without limitation the intellectual property rights therein and thereto, are the property of Daexus or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Daexus or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.You may choose to or we may invite you to submit comments or ideas about the Product, including without limitation about how to improve the Product or our products (“Ideas“). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Daexus under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Daexus does not waive any rights to use similar or related ideas previously known to Daexus, or developed by its employees, or obtained from sources other than you.

10. Third-Party Sites, Third-Party Information

    • 10.1 You or the Product may exchange data with the servers of other websites or services solely at the direction of and as a convenience to You and/or other Users (“Third Party Sites“). Daexus makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.
    • 10.2 You acknowledge that Daexus does not and cannot access, manage or control the user data that you access or distribute through the product, and accepts no responsibility or liability for that information regardless of whether such user data is transmitted to or by you in breach of these terms. Daexus makes no warranty with respect to such user data you may access or distribute through the product. In particular, without limiting the generality of the foregoing, Daexus makes no warranty that such user data will be free of any virus, worm, Trojan horse, easter egg, time bomb, cancel bot, or other destructive or malicious code or programs. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Daexus with respect to the third party and/or user data that you choose to access through the product.

11. Security and Privacy Settings.

We have implemented commercially reasonable technical and organizational measures designed to secure your User Data from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide Personal Data or other sensitive information in order to use the Product and that you provide any such information at your own risk.

12. Disclaimers; No Warranties

    • 12.1 The product and any third-party or personal information and user data, software, services, or applications made available in conjunction with or through the product is provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Daexus, its suppliers, licensors, and partners disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
    • 12.2 Daexus, its suppliers, licensors, and partners do not warrant that the functions contained in the product will be uninterrupted or error-free, that the product will meet your requirements, that defects will be corrected, or that the product or the server that makes it available is free of viruses or other harmful components.
    • 12.3 Daexus, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the product in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain third party or user data through the use of the product or website at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third party or user-provided information, material, or data. Daexus will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any third-party or user data.
    • 12.4 Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

13. Limitation of Liability

    • 13.1 Under no circumstances, including, but not limited to, negligence, will Daexus or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or your inability to use the information or materials on the product, or any other interactions with Daexus, even if Daexus or a Daexus authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Dexus's liability will be limited to the fullest extent permitted by applicable law.
    • 13.2 In no event will Daexus’s or its affiliates’, contractors’, employees’, agents’, or third-party partners’, licensor’s, or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the product, including without limitation your interactions with other users, (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the product during the month immediately preceding the day the act or omission occurred that gave rise to your claim.
    • 13.3 You acknowledge and agree that Daexus has offered its products and services, set its prices, and entered into these terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the disclaimers of warranty and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the disclaimers of warranty and the limitations of liability set forth herein form an essential basis of the bargain between you and Daexus.

14. Indemnification

  • 14.1 Our Indemnity. Daexus will not indemnify, defend or hold you harmless from liabilities, losses and damages unless awarded by a court of competent jurisdiction, based on a third-party claim that Daexus’s proprietary software infringes the intellectual property rights of a third party
  • 14.2 Your Indemnity. You agree to defend, indemnify and hold harmless Daexus and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Product, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of or User Data violating any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party’s access and use of the Product with your unique username, password or other appropriate security code. Daexus will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Daexus. Daexus will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

Governing Law; Arbitration; and Class Action/Jury Trial Waiver

Data Processing Agreement

1. Nature and purpose of the processing

This Data Processing Agreement (“DPA) is an annex to and forms an inseparable part of the Terms of Service between the Customer or you and Daexus, regarding your use of our Services.

The agreed Service delivery may include processing of personal data by Daexus and its subcontractors, on behalf of the Customer, within the scope described in the Terms of Service. The purpose of this DPA is to set the terms and conditions governing such processing by Daexus on behalf of the Customer in compliance with the requirements set by the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and other applicable data protection legislation including California Consumer Privacy Act of 2018 (“CCPA”).

Daexus may process personal data solely to the extent necessary for the provision of the product set forth in the Terms of Service, and may not otherwise process or use personal data for purposes other than those set forth in this DPA or as reasonably instructed by the Customer in writing where such instructions are consistent with the terms of the Terms of Service. This DPA shall take precedence over conflicting provisions relating to processing of personal data in the Agreement, unless otherwise expressly stated in this DPA.

The parties acknowledge and agree that the Customer enters into this DPA on behalf of itself and on behalf of its affiliates which utilize the product as defined in the Terms of Service (“Affiliates”), thereby establishing a separate DPA between Daexus and each of the Customer Affiliates subject to the terms of this DPA. The Customer and Affiliates are jointly referred to as the “Customer”. Daexus enters into this DPA on its own behalf and on behalf of those of Daexus’ group companies that are involved in the processing of personal data under this DPA and the Terms of Service.

All references to “personal data”, “processing”, “data subject” and other terms defined in the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and not expressly defined herein shall have the same meaning in this DPA as in Article 4 of the GDPR. When CCPA applies these above mentioned terms shall have the same meaning as defined in the CCPA and “controller” means “Business” and “processor or “data processor” means “Service Provider”.

In the event that under the Terms of Service it is agreed that a cloud based service shall be delivered by a third-party provider (Amazon Web Services, Microsoft, Google or other) the parties acknowledge that any personal data processed within the cloud service shall be exclusively governed by the terms and conditions for the cloud service as stipulated and amended from time to time by the cloud service provider.

2. Term and termination of this DPA

This DPA shall become effective simultaneously with the Terms of Service and shall remain in force during the validity of the Terms of Service and thereafter for as long as necessary for the finalization of the agreed processing of personal data.

3. Processing of your personal data

For the sake of clarity, it is noted that in relation to the personal data processed under this DPA, Daexus acts as a data processor or second data processor (a so called sub-processor) and the Customer acts as a data controller or first data processor (to the extent Daexus process personal data for which a customer of the Customer is considered controller).

The types of personal data and categories of data subjects may include the following:

Categories of data subjects

The personal data will concern the following categories of data subjects:

  • data subjects about whom Daexus collects personal data in its provision of the product; and/or
  • data subjects about whom personal data is transferred (including granted access to) to Daexus in connection with the product by, at the direction of, or on behalf of the Customer.

These Data Subjects may include individuals: (a) to whom online advertising has been, or will be, directed; (b) who have visited websites, platforms, services or applications in respect of which Daexus provides the product; and/or (c) who are customers or users (including prospective customer’s or user’s) of the Customer or Customer’s customers.

Types of personal data
  • Online identifiers, such as cookie identifiers, internet protocol addresses and device identifiers; precise location data; client identifiers;
  • Contact details, such as names, email addresses, phone numbers and addresses;
  • Data relating to individuals provided to Daexus via the product by (or at the direction of) the Customer, including to create and collaborate on reports, graphs and charts;
  • Event data and CRM data relating to individuals provided to Daexus via the product by (or at the direction of) the Customer, such as data about data subjects and the actions they take on or in relation to specific websites, apps, services or applications.
  • Financial and transactional details such as accounting, sales, orders, invoices, payments and items purchased.
  • Other personal data submitted to the product by (or at the direction of) the Customer within the scope of the Terms of Service.

This DPA with the Terms of Service constitutes the instructions in accordance with which any such data is processed as per the date of entering into this DPA.

4. Responsibilities of the Customer

The Customer is the owner of its personal data and is responsible for the accuracy, legality, integrity and content reliability of such personal data. Customer shall, in its use of the product, process personal data in accordance with the requirements of applicable data protection legislation.

5. Assistance to the Customer

5.1 Daexus will assist the Customer in ensuring compliance with their obligations under Article 32 (security of processing), Article 33 (notification of personal data breaches to supervisory authorities), Article 34 (communication of personal data breach to data subjects), Article 35 (data protection impact assessments) and Article 36 (prior consultation) taking into account the nature of processing and the information available to the processor. Any assistance by processor shall be charged by processor at the then current rate applied by processor.

5.2 Daexus shall, taking into account the nature of the processing, assist the Customer by appropriate technical or organisational measures, in the fulfilment of the Customer’s obligations to respond to data subject requests relating to their exercise of their rights under the GDPR. In this respect, Daexus shall provide assistance only upon request by the Customer. Any request directed to Daexus by a data subject shall be referred by Daexus to the Customer without undue delay. Any assistance by processor shall be charged by Daexus at the then current rate applied by Daexus.

5.3 Daexus shall notify the Customer about any personal data breaches concerning the Customer’s personal data without undue delay after having become aware of such personal data breach.

  1. Miscellaneous

    17.1 Notice and Modifications. Daexus may provide you with notices, including those regarding changes to Daexus’s terms and conditions, by email, regular mail, or postings on the Product. Notice will be deemed given twenty-four hours after email is sent, unless Daexus is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Product. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Product is deemed given five (5) days following the initial posting. Daexus reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Daexus is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Daexus may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Product after any such change constitutes your acceptance of the new Terms of Service. If any such revision is unacceptable to you, your only remedy is to terminate your Daexus User Account. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Product.

    • 17.2 Waiver. The failure of Daexus to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Daexus.
    • 17.3 Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
    • 17.4 Assignment. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Daexus without restriction.
    • 17.5 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 3 and 8 through 21.
    • 17.6 Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
    • 17.7 Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between you and Daexus relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Daexus as set forth in these Terms.
    • 17.8 Claims. You and Daexus agree that any cause of action arising out of or related to the product must commence within one (1) year after the cause of action accrues. Otherwise, such a cause of action is permanently barred.

18. Disclosures.

The Product is offered by Daexus located at 12 Farwell Crescent, Weymouth, UK and can be reached via email at [email protected].