Effective as of January 1, 2017
1. Acceptance of Terms
1.1 ClearStory Data Inc. (“ClearStory Data”) provides this Terms of Service (TOS) License Subscription for the ClearStory Data Application and Platform “Service” (as defined below) to you through this online Agreement. By accepting this TOS or by accessing or using the ClearStory Data “Service”, you acknowledge that you have read, understood, and agree to be bound by this License TOS. To use the Service you must be part of a company, business or other legal entity, and thereby you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
Prior to activating your License Term period referenced in the ClearStory Data Order Form, for your company, business or legal entity, ClearStory Data reserves the right to validate that you and all User Licenses referenced in the Order Form, are part of a business entity via yours and your Users email address acknowledgement and activation.
1.2 ClearStory Data may change this TOS from time to time. You can review the most current version of this TOS at any time. The revised terms and conditions will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your remedy is to stop accessing and using the Service.
1.3 ClearStory Data’s Service is restricted to Data Volumes, Data Sources and Users, referenced in the Order Form. At the end of the License Term, it is automatically renewed and a revised Order Form will be provided for execution as appropriate. At any time, you or your organization may request expanded usage and access to the Services by contacting email@example.com. Order Form amendments will be provided for approval and execution at the time of the request.
2. Description of Service
2.1 The ClearStory Data “Service” requires execution of an Order Form for payment. Users include you and other members in your organization that you choose to collaborate with through the ClearStory solution. Should you require additional data or users, beyond the specifications in the Order Form, please contact firstname.lastname@example.org.
To begin usage you must learn how to access data into ClearStory and create “Data Stories” and “StoryBoards”. To facilitate this we encourage you to use the Online Help center in the Services. This is found in the ‘Help’ menu of the Service and addresses all ClearStory capabilities inclusive of video-based Tutorials and Training.
2.2 ClearStory Data does not own and shall not be responsible for any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not ClearStory Data, shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and ClearStory Data shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
2.3 During this License Term, ClearStory Data is offering you all generally available features available as of the effective date of the executed Order Form. The License fee specified in the Order Form is noncancellable. We reserve the right in our absolute discretion to determine your continued eligibility for the Service and subject to applicable laws, to withdraw or modify your access at anytime without prior notice and with no liability, to the greatest extent permitted under law, in the event of non-payment, Service mis-use, or non-compliance with this Terms of Service agreement. Unless terminated earlier as described in this TOS, the Service access will be discontinued through the License Term of the agreement. Upon any condition of License termination, all Customer Data will be deleted from the Service.
3. General Conditions, Access and Use of the Service
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to ClearStory Data. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or any computers, networks, servers or accounts of third parties. You shall comply with any codes of conduct, policies or other notices ClearStory Data provides you or publishes in connection with the Service, and you shall promptly notify ClearStory Data if you learn of a security breach related to the Service. You will not use the Services in a manner that violates the terms and conditions of any third party application or other service.
3.2 Any software that may be made available by ClearStory Data in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, ClearStory Data hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the terms this License, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the application user interface that is provided by ClearStory Data for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ClearStory Data or any third party is granted to you in connection with the Service.
3.3 You are solely responsible for all Account Information (as defined below), data, information, feedback, suggestions, text, content and other materials that you enable, upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. ClearStory Data reserves the right to access your account in order to respond to your requests for Technical Support and reserves the right to have one ClearStory Support User in your account for the purposes of providing Technical Support help. By posting Your Content on or through the Service, you hereby do and shall grant ClearStory Data a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. ClearStory Data has the right, but not the obligation, to monitor your Service, Content, or Your Content. You further agree that ClearStory Data may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
3.4 You understand that the operation of the Service, including Your Content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to ClearStory Data’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. ClearStory Data will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.5 The failure of ClearStory Data to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ClearStory Data, even though it is electronic and is not physically signed by you and ClearStory Data, and it governs your use of the Service and takes the place of any prior agreements between you and ClearStory Data.
4. Post License Term Continued Usage of the Service
For access to the ClearStory Data Service beyond the License Term you will be required to execute an Order Form for the new License Term and provide ClearStory Data information regarding your payment instrument as specified in the Order Form. You represent and warrant to ClearStory Data that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing/invoicing address or credit card expiration date) that may occur. You agree to pay ClearStory Data the amount that is specified in the Order Form in accordance with the terms of such plan and this TOS or ClearStory’s full Online Service Agreement (OSA). You hereby authorize ClearStory Data to bill your payment instrument in advance on a periodic basis in accordance with the terms of the Order Form until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let ClearStory Data know within thirty (30) days of the executed order form. We reserve the right to change ClearStory Data’s prices. If ClearStory Data does, ClearStory Data will provide notice of the change in email to you, at ClearStory Data’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount referenced in an addendum to an Order Form.
5. Representations and Warranties
You represent and warrant to ClearStory Data that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow ClearStory Data to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and ClearStory Data’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.