Terms of Service

These DataPress Ltd Terms of Service (“Agreement”) are entered into by and between DataPress Ltd (“DataPress” or “we”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). If you are accessing or using the Service on behalf of your employer, you represent that you are authorized to accept this Agreement on behalf of your employer, and all references to “you” or “Customer” in this Agreement mean your employer.

If you have a separate written agreement with DataPress for your use of the Service, this Agreement will not apply to you.

This Agreement permits Customer to purchase subscriptions to the Service and other services from DataPress pursuant to DataPress ordering documents, online registration, order descriptions, or order confirmations referencing this Agreement (“Orders”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Certain capitalized terms are defined in Section 22 (Definitions) and others are defined contextually in this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order referencing this Agreement.

Modifications to this Agreement: From time to time, DataPress may modify this Agreement. Unless otherwise specified by DataPress, changes become effective for Customer upon renewal of Customer’s current Subscription Term or entry into a new Order. DataPress will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order, and in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If DataPress specifies that changes to this Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Service for the terminated portion of the Subscription Term.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNDER THE AGE OF 16, PLEASE DO NOT USE THE SERVICE.

1. Overview

1.1 DataPress provides a data portal solution designed to securely store and manage data for our customers. Customers can create their own portals or select from pre-built templates and customize them to their needs. Data can be securely uploaded to the portal, with customers controlling what data is shared and who has access. Customers can also choose to integrate their portal with third-party platforms such as analytics tools or reporting services to enhance their data management capabilities. DataPress offers robust security measures to protect customer data, and we strive to ensure that our service is always available and reliable.

2. The Service

2.1 Permitted Use: During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with any Scope of Use and the Documentation, the AUP and this Agreement.

2.2 Customer Data: In order to use the Service, Users may be required to upload data to the Services. Customer may use their own tools to send data to DataPress's Service or select from reference tools that DataPress makes separately available in public repositories (“Reference Tools”). Customer's use of Reference Tools is subject to the applicable license terms provided with such Reference Tools and not the terms of this Agreement. Customer's failure to properly upload data may cause certain features of the Service to be unavailable or cease to function. The Service excludes Reference Tools, and DataPress shall have no warranty, support, indemnity or other obligations with respect to Reference Tools under this Agreement.

2.3 Users: Only Users may access or use the Service. The Service is not intended for and should not be used by anyone under the age of 16. Customer must ensure that all its Users are over 16 years old. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by DataPress's breach of this Agreement). Customer will promptly notify DataPress if it becomes aware of any compromise of any User login credentials. DataPress uses User account information as described in its Privacy Policy, but the Privacy Policy does not apply to data uploaded to DataPress' Services ("Customer Data").

2.4 Restrictions: Customer will not (and will not authorize anyone else to) do any of the following: (a) provide access to (except for Users), distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service (except for Customer Applications) to, third parties, (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to DataPress), (e) modify or create derivative works of the Service or copy any element of the Service, (f) remove or obscure any proprietary notices in the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service's operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service or (i) transmit any viruses or other harmful materials to the Service.

3. Acceptable Use

3.1 This Acceptable Use Policy ("AUP") describes prohibited uses of the DataPress data portal service ("Service"). DataPress may modify this AUP at any time by posting a revised version on the Service. By using the Service, you agree to the latest version of this AUP. If you violate this AUP or authorize or assist others to do so, we may suspend or terminate your use of the Service.

3.2 You may not use the Service to store or transmit any viruses, malware, or other code designed to permit anyone to access in an unauthorized manner, disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions.

3.3 You may not use the Service for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction.

3.4 You may not use the Service in support of a business, software, or other material that is dedicated to — or focused on facilitating or encouraging — discriminatory, malicious, or harmful speech or actions. This includes, but is not limited to, hate speech and any other material that DataPress reasonably believes degrades, intimidates, or incites violence against people based on gender, race, sexual orientation, age, ethnicity, disability, national origin, religion, or other protected categories.

3.5 You are solely responsible for ensuring that the content you upload to the Service complies with applicable laws, regulations, and industry standards, including those related to data protection, privacy, and intellectual property.

3.6 DataPress reserves the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this AUP, including without limitation, reporting you to law enforcement authorities.

4. Support

4.1 If you have purchased a paid subscription to DataPress, unless otherwise specified in an Order, during the Subscription Term we will provide Support through our online support page or by email at [email protected], and will use reasonable efforts to respond to your Support requests during business hours. For free or unpaid subscriptions to DataPress, please visit the support pages available through https://datapress.com for any support-related questions.

5. Customer Data

5.1 Submission of Customer Data: Customer controls the types and amounts of Customer Data (including what, if any, personal information is included) that are uploaded to the Services through Customer’s account. Customer is responsible for ensuring that the Customer Data is accurate, complete, and lawful.

5.2 Data Use: Subject to this Agreement, and solely to the extent necessary to provide the Services and Support to Customer, Customer grants DataPress the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Customer Data. Solely to the extent reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to modify and create derivative works of Customer Data.

5.3 Security: DataPress uses reasonable technical and organizational measures designed to protect the Services and Customer Data as described in the Security Policy.

5.4 Personal Data: Unless Customer and DataPress have entered into a DPA, Customer will not submit any Personal Data to the Services.

5.5 Location: DataPress may store and process Customer Data in the United States, in the EU, or if approved or selected by Customer, in other available countries.

5.6 Data Export and Deletion: During the Subscription Term, Customer may export or delete its Customer Data from the Services using the export and deletion features described in the Documentation. After the Subscription Term, DataPress will delete Customer Data in accordance with its standard schedule and procedures.

6. Customer Obligations

6.1 Generally: Customer is responsible for all Customer Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Services. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use Customer Data with the Services and grant DataPress the rights in section 5.2 "Data Use", all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Customer Data.

6.2 No Sensitive Personal Information: Customer must not use the Services with Sensitive Personal Information (except as permitted in accordance with applicable laws). Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including any requirements under applicable data protection laws, and that DataPress has no liability for Sensitive Personal Information.

7. Suspension of Service

7.1 DataPress may suspend Customer's access to the Service and related services if Customer breaches Section 2.4 (Restrictions) or Section 6 (Customer Obligations), if Customer's account is 30 days or more overdue, if Customer's actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits) or if Customer fails to comply with the AUP. Where practicable, DataPress will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, DataPress will promptly restore Customer's access to the Service in accordance with this Agreement.

8. Third Party Platforms

8.1 Certain features or functionality of the Services may require Customer to use third-party services. Use of third-party services is subject to Customer's agreement with the relevant provider and not this Agreement. Datapress does not control and has no liability for third-party services, including their security, functionality, operation, availability, or interoperability or how the third-party services or their providers use Customer Data. If Customer enables a third-party service with the Services, Datapress may access and exchange Customer Data with the third-party service on Customer's behalf.

9. No Professional Services

9.1 Datapress does not provide any professional, consulting, work-for-hire, custom development or similar services of any type.

10. Commercial Terms

10.1 Subscription Term: Unless otherwise specified in the applicable Order, each Subscription Term will automatically renew for an equivalent period unless either party gives the other party notice of non-renewal before the current Subscription Term ends (with respect to Customer, in accordance with Section 10.4 below).

10.2 Fees and Taxes: The fees for DataPress are as described in each Order. Fees are invoiced on the schedule in the Order. Unless otherwise specified in the Order, all fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at DataPress's then-current rates, regardless of any discounted pricing in a prior Order. All fees are non-refundable, except as expressly otherwise set forth in this Agreement. All Fees are exclusive of any applicable VAT, sales tax or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on DataPress's net income) or (b) furnish DataPress with evidence acceptable to the applicable government authority to sustain an exemption therefrom.

10.3 Payment via Credit Card: If Customer is purchasing DataPress via credit card, debit card, or other payment card (“Credit Card”), the following terms apply:

10.3.1 Recurring Billing Authorization: By providing Credit Card information and agreeing to purchase DataPress, Customer hereby authorizes DataPress (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order.
10.3.2 Foreign Transaction Fees: Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
10.3.3 Invalid Payment: If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to DataPress and DataPress may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
10.3.4 Changing Credit Card Information: At any time, Customer may change its Credit Card information by entering updated Credit Card information in its account settings.
10.3.5 Payment of Outstanding Fees: Upon any termination, expiration, or cancellation of a Subscription Term, DataPress will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of DataPress during the Subscription Term, after which DataPress will not charge Customer’s Credit Card for any additional fees.

10.4 Cancellation: If Customer does not want to renew a subscription, Customer must cancel its account(s)/subscription(s) from its account settings. An email or phone request to cancel Customer’s account is not considered notice of non-renewal. Any cancellation will take effect only at the end of Customer’s then-current Subscription Term, and Customer will continue to owe all fees for the duration of the then-current Subscription Term. Notwithstanding the foregoing, DataPress reserves the right, at its sole and absolute discretion, to permit Customer to cancel its subscription immediately without further liability by making a lump-sum payment to DataPress that is equal to the upcoming three (3) months of subscription fees that Customer would otherwise have owed DataPress.

10.5 Upgrades and Downgrades: If Customer upgrades its plan or Scope of Use, we will immediately bill Customer for the applicable subscription fees. Downgrades will go into effect at the end of Customer’s then-current Subscription Term. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Downgrading account(s) may cause the loss of Customer Data, features, or capacity of such account(s). We do not accept any liability for such loss.

10.6 Termination for Cause: Either party may terminate this Agreement if the other party breaches this Agreement and does not cure the breach within thirty (30) days (or ten (10) days for non-payment) after receiving written notice of the breach. If Customer terminates this Agreement for DataPress’s breach, DataPress will promptly refund Customer any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If DataPress terminates this Agreement for Customer’s breach, Customer will promptly pay any unpaid fees covering the remainder of the Subscription Term after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to DataPress for the period prior to the effective date of termination.

11. Disclaimer

11.1 The Service and all related DataPress services are provided "AS IS". DataPress and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Unless otherwise expressly stated in this Agreement, DataPress does not warrant that Customer's use of the Service will be uninterrupted or error-free, that DataPress will review Customer Data for accuracy, or that it will maintain Customer Data without loss. DataPress is not liable for delays, failures, or problems inherent in the use of the Internet and electronic communications or other systems outside DataPress's control or for use of the Service in High Risk Activities. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. DataPress does not warrant that using the Service will enable Customer to identify all issues or bugs in Customer Data or that Customer will be able to correct issues or bugs reported by the Service. DataPress makes no warranties regarding the performance of Customer Data and, as between the parties, Customer is solely responsible for Customer Data.

12. Term and Termination

12.1 Term: This Agreement will commence on the Effective Date and will continue until the expiration, cancellation, or termination of all Subscription Terms.

12.2 Termination: Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

12.3 Effect of Termination: Upon expiration or termination of this Agreement or an Order, Customer's access to the Service will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 5.6). Customer Data and other Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.

12.4 Survival: These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 6 (Customer Obligations), 10.2 (Fees and Taxes), 10.3 (Payment via Credit Card), 11 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14 (Data Rights), 15 (Limitations of Liability), 16 (Indemnification), 17 (Confidentiality), 18 (Required Disclosures), 21 (General Terms), and 22 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

13. Ownership

13.1 Except as expressly provided in this Agreement, neither party grants the other any rights or licenses in or to the Customer Data. Between the parties, Customer retains all intellectual property and other rights in the Customer Data uploaded to the Service. Except for Customer’s use rights in this Agreement, DataPress and its licensors retain all intellectual property and other rights in the Service and related DataPress technology, including any modifications or improvements to these items made by DataPress. If Customer provides DataPress with feedback or suggestions regarding the Service or other DataPress offerings, DataPress may use the feedback or suggestions without restriction or obligation.

14. Data Rights

14.1 Data Collection and Use: DataPress may collect and use Usage Data to operate, improve, and support the Service and for other legitimate business purposes, such as analytics, benchmarking, reporting, and developing new products and services. DataPress will not disclose Usage Data externally, including in benchmarks or reports, unless it has been de-identified or aggregated so that it does not individually identify Customer, its Users, or any other person, and DataPress will not identify Customer as the source of Usage Data.

14.2 Data Ownership: Except for Usage Data collected by DataPress, Customer retains all intellectual property and other rights in Customer Data provided to DataPress. DataPress and its licensors retain all intellectual property and other rights in the Service and related DataPress technology, templates, formats, and dashboards, including any modifications or improvements to these items made by DataPress.

14.3 Feedback: If Customer provides DataPress with feedback or suggestions regarding the Service or other DataPress offerings, DataPress may use the feedback or suggestions without restriction or obligation.

15. Limitation of Liability

15.1 Waiver of Consequential Damages: Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

15.2 Liability Cap: Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to DataPress during the prior 12 months under this Agreement.

15.3 Excluded Claims: "Excluded Claims" means: (a) Customer's breach of Sections 2.4 (Restrictions) or 6 (Customer Obligations), (b) Customer's breach of Section 17 (Confidentiality), or (c) amounts payable to third parties under the indemnifying party's obligations in Section 16 (Indemnification).

15.4 Nature of Claims and Failure of Essential Purpose: The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

16. Indemnification

16.1 Indemnification by Customer: Customer agrees to defend, indemnify, and hold harmless DataPress, its affiliates, and their respective directors, officers, employees, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data, (b) Customer’s breach or alleged breach of the Terms of Service, or (c) Customer’s violation of any applicable law or regulation.

16.2 Procedures: DataPress’s indemnification obligations under this section are subject to the following: (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action. The indemnified party may participate in a claim with its own counsel at its own expense.

17. Confidentiality

17.1 Definition: “Confidential Information” means any confidential or proprietary information that is disclosed to the receiving party under this Agreement and is either marked as confidential or should be reasonably understood to be confidential given the nature of the information and the circumstances of its disclosure. DataPress’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Customer Data.

17.2 Obligations: Each party agrees to keep the Confidential Information of the other party confidential and not disclose it to any third party, except as permitted in this Agreement, including Section 5.2 (Data Use) and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a legitimate need to know the information, provided that such representatives are bound by written confidentiality obligations that are no less restrictive than the terms of this Section 17.

17.3 Exclusions: The confidentiality obligations set forth in this Section 17 do not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving party’s possession before receiving it from the disclosing party without restriction; (c) was rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

17.4 Remedies: The parties agree that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the disclosing party for which monetary damages may be inadequate, and that the disclosing party will be entitled to seek equitable relief, including injunctive relief, without the requirement of posting bond or other security or proving actual damages, in addition to any other remedies available to it at law or in equity.

18. Required Disclosures

18.1 In the event of any legal requirement, such as a court order, subpoena, or lawful request by a government authority, either party may be compelled to disclose certain information, including Customer Data and other confidential information, despite any restrictions in this Agreement. If legally permissible, the party that is subject to such requirement shall provide the other party with prior notice of the requirement and shall cooperate with the other party in seeking confidential treatment of such information.

19. No-Charge Products

19.1 DataPress may provide Customer with access to the Service or Service features on a complimentary, free, or trial basis or as a beta, alpha, or early access offering ("Complimentary Products"). Customer may use Complimentary Products only during the period designated by DataPress (or if not designated, 30 days). Complimentary Products are optional and either party may terminate Complimentary Products at any time for any reason. Complimentary Products may be inoperable, incomplete, or include features that DataPress may never release, and their features and performance information are DataPress's Confidential Information. Notwithstanding anything else in this Agreement, DataPress provides no warranty, indemnity, service levels or Support for Complimentary Products and its liability for Complimentary Products will not exceed GBP £50.

20. Publicity

20.1 DataPress and Customer may not publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, DataPress may include Customer and its trademarks in DataPress's customer lists and promotional materials, issue a press release identifying Customer as a DataPress customer, inform other potential customers that Customer is a DataPress customer and identify Customer as a customer in other forms of publicity (including, without limitation, case studies and blog posts), but will cease such use at Customer’s written request.

21. General Terms

21.1 Assignment: Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities (each, a “Change of Control”). If Customer assigns this Agreement in a Change of Control permitted under this Section, Customer will update all necessary details in Customer’s account settings. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

21.2 Governing Law, Jurisdiction and Venue: This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods.

21.3 Costs and Expenses: The prevailing party in any action to enforce this Agreement will be entitled to recover its legal costs and expenses reasonably incurred in connection with such action.

21.4 Notices: Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its contact information with notice to the other party.

21.5 Entire Agreement: This Agreement (which includes all Orders and the Policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

21.6 Amendments: Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by DataPress. Nonetheless, with notice to Customer, DataPress may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease DataPress’s overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by DataPress; any of these Customer documents are for administrative purposes only and have no legal effect.

21.7 Waivers and Severability: Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

21.8 Force Majeure: Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.

21.9 Subcontractors: DataPress may use subcontractors and permit them to exercise DataPress’s rights, but DataPress remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

21.10 Independent Contractors: The parties are independent contractors, not agents, partners or joint venturers.

22. Definitions

“Affiliate” means an entity directly or indirectly owned by, controlled by or under common control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Documentation” means DataPress’s usage guidelines and standard technical documentation for the Service.
“DPA” means the Data Protection Addendum, if any, separately executed by the parties in connection with this Agreement.
“European Data Protection Legislation” means the data protection and privacy laws and regulations enacted in Europe and applicable to the Personal Data in question, including as applicable: (a) the GDPR; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); and/or (c) in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; in each case as may be amended, superseded or replaced from time to time.
“Customer Data” means any electronic or digital data, information, documents, files, spreadsheets, datasets, or other materials that are uploaded, imported, or otherwise transmitted or made available to the Services by or on behalf of the Customer, or generated or collected by the Services through the use of such data, in connection with the Customer's use of the Services. This includes any metadata, tags, labels, annotations, or other descriptors associated with the Customer Data, as well as any derivatives or subsets of the Customer Data created by the Services for the purpose of providing the Services to the Customer.
“GDPR” means the General Data Protection Regulation (EU) 2016/679, as may be amended, superseded or replaced from time to time.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, national, and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and export of technical or personal data.
“Order” has the meaning set forth in the third paragraph of this Agreement.
“Personal Data” means personal data or personal information (as those terms are defined by UK Data Protection Legislation).
“Policies” means the AUP in Section 3, Privacy Policy, Security Policy or any other DataPress policies referenced in or attached to this Agreement.
“Privacy Policy” means the Privacy Policy at https://datapress.com/legal/privacy/.
“Scope of Use” means any monthly usage quota or seat allowance set forth in an Order.
“Security Policy” means the DataPress Security Policy, the current version of which is at https://datapress.com/legal/security-policy/.
“Sensitive Personal Information” means any (a) special categories of data enumerated in the UK Data Protection Legislation or any successor legislation, (b) PHI, (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic laws.
“Service” means DataPress’s proprietary cloud service identified in the relevant Order or otherwise provided to Customer, as modified from time to time. The Service includes the Documentation but does not include SDKs or Third-Party Platforms.
“Subscription Term” means the term for Customer’s use of the Service as identified in an Order.
“Support” means technical support for the Service.
“Third-Party Platform” means any platform, add-on, service or product not provided by DataPress that Customer elects to integrate or enable for use with the Service.
“Transaction” means an action (such as an API call or a page load) taken with respect to a Customer Application.
“Usage Data” means technical logs, data and other information relating to Customer’s and its Users’ configuration and use of the Service.
“User” means any individual authorized by the Customer to access and use the Services, including employees, contractors, agents, and external contributors, who have been granted access to the Services by the Customer.