Product Terms & Polices Documents
By DataLexing Support
By DataLexing Support
Privacy Policy
One Bit Company, doing business as DataLexing ("we," "our," "us," or “DataLexing”), has prepared this Privacy Policy to help you understand our practices regarding the collection, use, and disclosure of information we collect from you through: (i) datalexing.com and datalexing.sa, its subdomains, and any other website where our Terms of Service are posted; (ii) our online hosted services; and (iii) our “Software,” meaning, collectively, our browser extensions, mobile applications, other downloadable apps, application programming interfaces (“APIs”), and tools and documentation (collectively referred to as our “Services”). 1. What Information We Collect and How We collect information from you when you: - Create or register an account, or administer your account - Input, post, or upload information, data, or other content through the Services - Submit questions, requests, or other communications to us - Contact us for customer support or technical support - Visit any of our websites or download any of our applications - Participate in promotions, user conferences, webinars, demonstrations, contests, sweepstakes, surveys, or other marketing events - Participate in research activities - Interact with other users of the Services and guests on our community forums - Integrate third-party products and services with your account on our Services (“DataLexing Account”) We also collect information about you from our business partners, including referral partners and resellers, and third parties that help us with sales and marketing efforts, such as prospecting. We may also obtain publicly available business contact information. Below is additional information about what we collect, depending on how you interact with the Services: a. Your Content “Content” includes all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Services. It also includes information you provide when connecting a third-party account, product, or service to the Services. You (and anyone who can interact with your use of the Services) own and control the nature of any Content, subject to any applicable terms and conditions including our Terms of Service and this Privacy Policy. Our collection, use, and disclosure practices with respect to Content are distinct from those with respect to other sorts of information, as explained in Section 2.a. below. We may upload Content automatically with your authorization from third-party services (such as from your Google Drive). See Section 1.c. below. b. Customer Information “Customer Information” consists of information related to your access or use of our Services, the creation of accounts, or that otherwise identifies you as a customer or end user of the Services. Customer Information includes: - Identifiers: Name, mailing address, email address, postal code, telephone number, and other similar identifiers. - Customer Records: Username and password, payment information, company name, job title, business email address, and department. - Commercial Information: Products or services purchased, obtained, or considered. - Internet/Network Activity Information: Browsing history, log and analytics data, information about devices used to access the Services, domain server, search history, and other usage data. - Audio/Visual Information: Pictures you provide or upload in connection with the Services, and audio or video recordings of phone or video calls between you and us, where permitted by law. - Profession/Employment Information: Current employer, title, and location. - Other Personal Information: Personal information provided in surveys, comments, requests, or inquiries, and when connecting a third-party account, product, or service to the Services. - Inferences: Inferred data such as location, preferences, characteristics, psychological trends, and behavior based on your use of our Services. If you use the Services through an account created on your behalf by another DataLexing customer (e.g., an employer or organization), we may collect Customer Information about you on behalf of that customer. c. Third-Party Integrations If you create your account using a third-party service (such as Google or Apple) or a single-sign-on service (e.g., Microsoft), we may collect Customer Information from the third-party service. If you enable integration with third-party services, we may collect additional information to facilitate the integration and functionality of the Services. We will use this information to perform actions requested by you or reasonably necessary to carry out instructions provided by you. d. Automatically-Collected Information We collect information about how you use the Services, such as IP addresses, browser types, operating systems, and device identifiers. Some information is collected through cookies and similar tracking technologies. Please see our Cookie Policy for more details. 2. How We Use the Information We Collect a. Use of Content We will not use or access your Content except to provide, maintain, improve, or optimize the Services, or as otherwise explicitly approved by you. We may access Content in response to lawful requests, or where necessary to protect rights, privacy, safety, or property. We may also analyze metadata related to Content (e.g., file size, API volume, access logs). b. Use of Other Information We use the information we collect for various purposes: - Fulfilling our Contract with You: Responding to requests, providing customer support, contacting you for product updates, managing your account, and auditing transactions. - Analyzing and Improving our Services: Conducting business analysis, improving product offerings, securing the Services, and measuring engagement. - Marketing our Products and Services: Providing tailored information about products, events, and services you may be interested in. - Legal Obligations: Complying with legal obligations, enforcing our policies, and protecting rights and property. We also use aggregated or de-identified data for analytical purposes. 3. How We Disclose Information We disclose the information we collect for various reasons, including: - With your consent or at your request - With affiliates, subsidiaries, and vendors who assist us in providing the Services - With third-party services that you choose to integrate with our Services - To comply with legal requests or protect rights, privacy, and safety - In the event of a business transaction (e.g., merger or acquisition) - For legitimate business purposes that do not conflict with this Privacy Policy 4. Retention of Information We retain your information for as long as necessary to fulfill the purposes outlined in this Privacy Policy, including for legal and reporting requirements. 5. Managing Your Information a. Content You may access, correct, amend, or delete Content within the Services. Deleted Content may remain in backups. For permanent deletion, contact us at security@datalexing.com. b. Other Information You may opt-out of marketing communications by clicking "Unsubscribe" or contacting us at security@datalexing.com. You may also have jurisdiction-specific rights to access, correct, or delete your information. 6. Information from Children Our Services are not intended for children under the age of 16. If we become aware of collecting information from children, we will delete it promptly. If you believe your child has provided us with personal information, contact us at security@datalexing.com. 7. Changes to Privacy Policy We may update this Privacy Policy from time to time. Material changes will be communicated to you via email or posted on our website. 8. Contact Us If you have any questions, please contact us at: Email: security@datalexing.com
Mobile Terms and Conditions
Terms of Service for Datalexing 1. Introduction Welcome to Datalexing. These Terms of Service ("Terms") govern your use of our application and services ("Services"). By accessing or using our Services, you agree to be bound by these Terms. 2. Use of Our Services 2.1 Eligibility You must be at least 3 years old to use our Services. By using our Services, you represent and warrant that you meet this age requirement. 2.2 User Accounts To access certain features of our Services, you may need to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and for all activities that occur under your account. 2.3 Prohibited Activities You agree not to engage in any of the following prohibited activities: Violating any applicable laws or regulations. Engaging in any fraudulent or deceptive practices. Interfering with or disrupting the integrity or performance of our Services. Attempting to gain unauthorized access to our Services or systems. Using our Services to transmit any harmful or malicious content. 3. Content and Intellectual Property 3.1 Your Content You retain ownership of any content you submit or post to our Services ("Your Content"). By submitting Your Content, you grant Datalexing a worldwide, non-exclusive, royalty-free license to use, copy, modify, and distribute Your Content in connection with the operation of our Services. 3.2 Our Content All content and materials provided through our Services, including but not limited to text, graphics, logos, and software, are the property of Datalexing or its licensors and are protected by intellectual property laws. You agree not to use, copy, or distribute any content from our Services without our prior written permission. 4. Privacy Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, and share your information. 5. Termination We may terminate or suspend your access to our Services at any time, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use our Services will immediately cease. 6. Disclaimer of Warranties Our Services are provided on an "as is" and "as available" basis. We disclaim all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our Services will be uninterrupted, secure, or error-free. 7. Limitation of Liability To the maximum extent permitted by law, Datalexing shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your use of or inability to use our Services; (ii) any unauthorized access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from our Services; (iv) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; (v) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services; and/or (vi) the defamatory, offensive, or illegal conduct of any third party. 8. Governing Law These Terms shall be governed and construed in accordance with the laws of Saudi Arabia, without regard to its conflict of law provisions. 9. Changes to These Terms We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on this page. You are advised to review these Terms periodically for any changes. Changes to these Terms are effective when they are posted on this page. 10 Account Deletion If you wish to delete your account, you can do so directly through the app by navigating to [Settings] and selecting [Delete Account]. We will process your request immediately. Upon deletion, all personal data associated with your account will be removed, except for data we are required to retain for legal or regulatory purposes. Please note that some anonymized data may be retained for analytical purposes. 11. Data Retention We retain different types of data for different periods of time. Personal data associated with your account will be deleted upon your request for account deletion, as outlined in section 10. Data required for legal or regulatory purposes will be retained as required by applicable laws. Anonymized and aggregated data may be retained indefinitely for analytical purposes. 12. Contact Us If you have any questions about these Terms, please contact us at: Email: Support@datalexing.com Phone: 920006604 By using our Services, you agree to these Terms of Service. Thank you for choosing Datalexing
Developer Terms
Last Updated: Septemper 1st, 2024 DataLexing is excited to welcome you to create Integrations on our Platform! These Developer Terms are intended to ensure we provide high-quality and user-friendly products and services, and do what we can to protect the safety, security, privacy, and legal rights of our Users. These Developer Terms are a binding agreement between you and One Bit Company dba DataLexing (“DataLexing”) (and, where applicable, between your Organization and DataLexing). They include certain terms and conditions governing your use of our Platform and APIs. They also set out requirements for Integrations, including Integrations that may be published and used through the DataLexing Marketplace. To create and provide an Integration on the Platform, use our APIs, or otherwise develop software to be provided or accessed through the Platform, you agree to comply with these Developer Terms and your Service Terms. Definitions The following definitions will help in understanding and interpreting these Developer Terms: - “DataLexing” means One Bit Company, which does business as DataLexing. DataLexing is also referred to as “we,” or using “our” or “us,” in these Developer Terms. - “API” means any application programming interface we may make available to you. - “Integration” means any software extension, application, functionality, website, product, or service that you create (or your Organization creates) that uses DataLexing’s APIs or that otherwise integrates with the Platform. - “Platform” means DataLexing’s online hosted services, www.datalexing.com and its subdomains, as well as our mobile applications and downloadable software. - “User(s)” means any authorized user of the Platform, as well as anyone who interacts with the Platform, or whose Data is on the Platform. - “Data” means data, information, or other content uploaded, posted, stored, transmitted, exposed, or otherwise made available through the Platform, including by Users when using Integrations. - “Organization” means any company, organization, principal, or other entity, such as your employer (and any such entity’s affiliates), on whose behalf you access or use DataLexing. - “Service Terms” means DataLexing’s Terms of Service, available here, or other agreement, such as a Master Subscription Agreement, that governs your use of DataLexing. Applicable Terms We may review any Integration to determine whether it complies with these Developer Terms, whether it can be made available for Users to install, and, where applicable, whether it is appropriate for the DataLexing Marketplace. We may deny you or any User access to the Platform, or to any or all of our APIs, in our sole discretion. At a high level, in addition to the other standards and requirements outlined in these Developer Terms, we may consider the following when it comes to your Integration: - Function: Does the Integration do what it says? - Security and Safety: Does the Integration have security flaws, and does it protect the rights of those who interact with it? - Design: Does the Integration provide Users with an intuitive experience? - Integrity: Does the Integration treat Users and others fairly and in compliance with law? We reserve the right to take any action we deem necessary if we believe an Integration violates these Developer Terms or compromises the intent of these Developer Terms, including removing an Integration from the Platform. Access to certain APIs may require review and approval, which we may grant in our sole discretion. In order to be granted access, you may be required to provide additional information about your Organization and your Integration. Violations of these Developer Terms may result in an Integration’s removal from the DataLexing Marketplace, token revocation, Integration suspension, developer suspension, legal action, or any other action deemed appropriate or necessary by DataLexing. If you violate these Developer Terms, we may or may not provide notice before taking action. Please note that we may periodically audit Integrations, including to assess compliance with these Developer Terms, and if requested, you must provide us with proof of compliance with these Developer Terms. Security An Integration, your network, and the operating system and software of your web servers, databases, and computer systems, must: - Maintain appropriate administrative, organizational, technical, and physical controls to ensure the privacy, security, and confidentiality of Data; - Store Data using industry-standard encryption; and - Protect Data and any other data used in your Integration from unauthorized access, use, or disclosure. In addition, you and your Integrations may not: - Use unpublished APIs or APIs to which you were not given access by DataLexing, or APIs as to which your access has been revoked by DataLexing; - Provide access to the Platform in any fraudulent or unauthorized way, including by bypassing or circumventing protocols or access controls; - Transmit any viruses, malware, or other code that may damage, interfere with, or intercept any of DataLexing’s systems or Data; - Allow or facilitate financial transactions on the Platform (or allow or facilitate financial transactions outside the Platform that are not completed in a secure manner consistent with industry best practices); - Access any Data or devices without authorization or in excess of authorized access; - Make misleading or deceptive statements about Integration functionality, performance, origin, or Data use; - Send excessive data loads to DataLexing’s APIs (e.g., more than 15 API calls per second) without DataLexing’s explicit permission; or - Request or make use of a User’s personal access token. User Experience and Design An Integration should be useful, well-designed, thoughtful, appropriate, stable, easily navigable, and functional on (at a minimum) the desktop version of the Platform and all web browsers that the Platform currently supports. The DataLexing-built Integrations available on the DataLexing Marketplace are examples of Integrations that provide a positive User experience. In addition, you and your Integrations may not: - Present Users with an immediate paywall before the Users see a welcome page or enjoy Integration functionality; - Display advertising or promotional content beyond your (or your Organization’s) name and logo, or use Data in any advertisements or for the purpose of targeting advertisements or contacting Users; - Fail to provide appropriate customer assistance, including failing to provide contact methods for Users to obtain timely assistance and support; - Fail to address negative feedback or bugs in a timely manner; or - Fail to notify DataLexing if an Integration’s function changes, or if the Integration itself is discontinued. Commercial Conduct Your use of our APIs and your Integrations must meet the standards of fair and appropriate commercial conduct. To this end, you and your Integrations may not: - Circumvent DataLexing’s pricing, features, or access restrictions, or otherwise use any API in any manner to avoid paying applicable fees for your, your Organization’s, or any other person’s use of the Platform; - Sub-license, distribute, or allow access to the DataLexing APIs to or by anyone else without requiring them to have a DataLexing account (each User requires access tokens for their own DataLexing accounts); - Use DataLexing’s APIs to replicate or compete with DataLexing’s core products or services (for clarity, you will not access or use DataLexing’s APIs or Integrations without prior written consent of DataLexing if you are, are affiliated with, represent, or become a direct competitor to DataLexing); or - Imply a DataLexing endorsement, certification, affiliation, or partnership without explicit permission from DataLexing. Data Use If you make an Integration available on DataLexing, including, without limitation, in the DataLexing Marketplace, you are responsible for obtaining appropriate User consent or otherwise having a lawful basis to collect, use, process, store, or share Data. This includes obtaining appropriate consent and providing appropriate notice to Users for any sharing of Data with DataLexing and for DataLexing’s use of Data in accordance with its Privacy Policy, available at datalexing.com/privacy. In accordance with these requirements, you must also adhere to the following: - You and your Integration must comply with all applicable privacy and data security laws and regulations. - You may only retrieve or access Data from the Platform to the extent enabled by Users to whom the Data relates. - You must have a conspicuously posted privacy policy that clearly explains to Users your data privacy practices and how you plan to collect, use, process, retain, and disclose Data. - You may collect, store, or use Data solely as necessary to provide an Integration’s functionality to its Users. - You may not contact Users without their consent in compliance with the law. - You may not ask Users to provide sensitive, private, personal, or confidential information, such as credit card numbers or passwords, unless specifically necessary to fulfill the Integration’s legitimate function and purpose as requested by Users. - You may not rent or sell Data to third parties. - If a User of your Integration makes a request to access, update, delete, or otherwise take action in connection with such User’s Data, you must review and comply with such request as required by applicable law. - You may not exploit or use Data to build, create, or modify User profiles or combine a User’s Data with data acquired from another source, other than as necessary for Integration functionality, nor may you otherwise use or exploit Data in violation of these Developer Terms. Law and Safety Each Integration must comply with all applicable laws and legal requirements. In addition, you and your Integration may not: - Confuse, deceive, defraud, mislead, spam, or intimidate Users; - Infringe upon, or facilitate the infringing of, any intellectual property rights; - Use vulgar or obscene language or images, or offer content that is violent, extreme, hateful, harassing, bullying, or that a reasonable person would consider inappropriate for the workplace; - Facilitate violations of the law or the use of DataLexing in violation of the Service Terms; or - Falsely represent that an Integration is authorized by or produced by another company or organization. Data Breach In the event you discover or have reason to suspect that there has been loss, theft, or destruction of Data, or unauthorized access to (or attempt to access), acquisition of, disclosure of, use of, or alteration of Data, through or in connection with your Integration, you must inform DataLexing immediately in writing (and in no event later than 48 hours after the relevant incident), and cooperate with DataLexing’s own investigation into the incident, assist with any required DataLexing notices, and provide any information requested by DataLexing in connection with the incident. You can reach DataLexing for these purposes at security@datalexing.com. Changes to these Developer Terms These Developer Terms may change from time to time. When we make changes to these Developer Terms, we will change the “Last Updated” date at the beginning of these Developer Terms. If we make material changes to these Developer Terms, we may notify you by email, by prominent posting on DataLexing’s website or other messaging through the Platform, or through other appropriate communication channels. All changes will be effective from the date of publication unless otherwise stated. Contact If you have any questions about these Developer Terms, please contact us at support@datalexing.com.
Mobile Privacy Policy
Introduction Welcome to Datalexing. We respect your privacy and are committed to protecting your personal data. This privacy policy explains how we collect, use, and share information about you when you use our application. Contact Information If you have any questions about this privacy policy or our data practices, please contact us at: Email: Suppport@datalexing.com Phone: 920006604 Information We Collect We collect various types of information in connection with the services we provide, including: 1. Email address 2. First name and last name 3. Phone number 4. Address, State, Province, ZIP/Postal code, City 5. Other information you choose to provide How We Use Your Information We use the information we collect for the following purposes: - To provide, operate, and maintain our application. - To improve, personalize, and expand our application. - To communicate with you, either directly or through one of our partners, including for customer service, to provide you with updates and other information relating to the application, and for marketing and promotional purposes. - To process your transactions and manage your orders. - To prevent fraud and enhance the security of our application. To comply with legal obligations. Sharing Your Information We may share your information with third parties in the following circumstances: Service Providers: We may share your information with third-party vendors, service providers, contractors, or agents who perform services on our behalf. For example, we use Google Analytics to help us understand how our customers use the application. Business Transfers: If we are involved in a merger, acquisition, or asset sale, your personal data may be transferred. Legal Requirements: We may disclose your information if required to do so by law or in response to valid requests by public authorities (e.g., a court or government agency). 6. Data Retention We will retain your personal information only for as long as is necessary for the purposes set out in this privacy policy. We will retain and use your information to the extent necessary to comply with our legal obligations, resolve disputes, and enforce our policies. Managing Your Information You can manage your information by: Creating an Account: When you create an account, you can review and update your personal information at any time. Deleting Your Account: You can delete your account through the application. If you choose to delete your account, we will delete your information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our terms of use, and comply with legal requirements. 8. Security of Your Information We use administrative, technical, and physical security measures to help protect your personal information. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse. Changes to This Privacy Policy We may update our privacy policy from time to time. We will notify you of any changes by posting the new privacy policy on this page. You are advised to review this privacy policy periodically for any changes. Changes to this privacy policy are effective when they are posted on this page. Your Consent By using our application, you consent to our privacy policy and agree to its terms. Account Deletion If you wish to delete your account, you can do so directly through the app by navigating to [Settings] and selecting [Delete Account]. We will process your request immediately. Upon deletion, all personal data associated with your account will be removed, except for data we are required to retain for legal or regulatory purposes. Please note that some anonymized data may be retained for analytical purposes. Thank you for choosing Datalexing. We are committed to protecting your personal information and your right to privacy.
Acceptable Use Policy
Last Updated: Septemper 1st, 2024 This Acceptable Use Policy governs your or your organization's (collectively, “you” or “your”) use of anything that One Bit Company dba DataLexing (“DataLexing”) makes available, including its online software-as-a-service products and services, downloadable software, websites, agents, SDKs, APIs, and other code (collectively, the “Services”), and describes acceptable and unacceptable conduct for the Services. If you violate this policy, or if you encourage, allow, or assist others to violate this policy, DataLexing may suspend or terminate your access to the Services. This policy may change as DataLexing grows and evolves, so please check back regularly for updates and modifications to this page. Capitalized terms used but not defined in this policy have the meaning set forth (for such term or its substantive equivalent) in the agreement(s) between you and DataLexing that governs your use of the Services, such as DataLexing’s Terms of Service or Master Subscription Agreement, the DataLexing AI Terms, or another applicable master subscription agreement (“Service Terms”). 1. General Usage Restrictions Except as DataLexing otherwise agrees in writing or to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit, or enable DataLexing, any third party, or any Extension to do, any of the following: - Disassemble, reverse engineer, decode, or decompile any part of the Services; - Use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record the Services; - Copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of DataLexing or any of DataLexing’s intellectual property; - Use the Services in a manner that impacts the stability of DataLexing’s servers, the operation or performance of the Services, any other user’s use of the Services, or the behavior of other applications using the Services; - Use the Services (including, without limitation, by uploading to the Services, storing on the Services, using the Services to generate, using information or data generated through the Services, or otherwise providing DataLexing with access to any information, data, or other content) in any manner or for any purpose that: (i) infringes, violates, or promotes the infringement or violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person or entity, including intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive, or defamatory, including phishing; (iii) promotes hatred, violence, or harm against any individual or group; or (iv) otherwise may be harmful, obscene, or objectionable to DataLexing, its providers, its suppliers, its users, or others; - Overload, flood, spam, or mail-bomb the Services; or otherwise use the Services in a manner that interferes with or creates an undue burden on the Services, including by using the Services to send unsolicited communications, promotions, advertisements, or spam; - Use or display the Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of DataLexing or the Services, or otherwise to DataLexing’s detriment or disadvantage; - Attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; - Generate or transmit viruses, worms, malware, or other software agents or harmful code through the Services; - Impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose, including phishing; - Use or attempt to use a log-in credential other than your own, share passwords or authentication credentials for the Services, or otherwise circumvent DataLexing’s pricing, DataLexing’s fees, or the measures DataLexing may use to prevent or restrict access to the Services, to enforce limitations on use of the Services, or to charge fees for each user of the Services; or - Identify or refer to DataLexing or the Services in a manner that could reasonably imply an endorsement by DataLexing, or a relationship or affiliation between you or a third party and DataLexing, other than your permitted use of the Services under your Service Terms, without DataLexing’s express written consent. 2. DataLexing AI Usage Restrictions In addition to complying with the General Usage Restrictions above, if you use DataLexing AI: (i) you agree to comply with, and you will require each of your individual users (e.g., Permitted Users) to comply with, the applicable Third-Party AI Provider terms and policies available at [DataLexing AI Terms and Policies], as updated from time to time; (ii) you must be at least 18 years old; and (iii) you agree not to do, and not to assist, permit, or enable DataLexing, any third party, or any Extension to do, any of the following: - Attempt to gain unauthorized access to DataLexing AI or its related systems or networks; - Access DataLexing AI to build a competitive product or service, including foundation models or other large-scale models; - Include in any Input or attempt to generate Output containing: (i) information under regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards); (ii) government-issued personal identifiers; (iii) biometric identifiers; (iv) health information subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or similar regulations; or (v) any data constituting “sensitive personal information,” “sensitive data,” “special categories of data”, or similar terms defined under applicable data protection laws; - Use DataLexing AI or Output in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage; - Use internet search or browse functionality included in DataLexing AI: (i) to collect nonpublic information you do not otherwise have the right to collect; (ii) to engage or participate in DDoS attacks; (iii) for automatic ticket purchasing; (iv) in connection with raffles, lottery, or gambling; (v) for gaming or trading of in-game items/currency; (vi) to access media streaming-related domains; (vii) to trade crypto/virtual currency or NFT; (viii) for search engine optimization manipulation; (ix) to post on classified, used goods, or resell sites; or (x) to complete surveys in return for a benefit or anything of value; - Use DataLexing AI for clinical purposes (for clarity, non-clinical research, scheduling, or other administrative tasks are not restricted), as a substitute for professional medical advice, or in any manner that is overseen by or requires clearance or approval from any applicable regulatory authority; - Use DataLexing AI: (i) for mass surveillance, racial profiling, or any use that violates or encourages the violation of basic human rights or other applicable laws and regulations; (ii) to provide fully automated decision-making in connection with use cases involving critical processes or the risk of loss of life, property, or impact on an individual’s legal rights; (iii) in a manner that impersonates another for deceptive purposes or conceals the fact that a user is interacting with AI; (iv) to send unsolicited, abusive, or deceptive messages of any type; (v) to host or distribute harmful, misleading, disparaging, or offensive content; or (vi) to disrupt or gain (or with the intent to disrupt or gain) unauthorized access to data, services, networks, or computing environments within or external to DataLexing AI; or - Engage in any use of DataLexing AI that is prohibited or considered “high-risk” under the EU AI Act or any other law or regulation applicable to your use of the Services.
Service Level Agreement
1. OVERVIEW The DataLexing v.02 Customer Support Services provides technical assistance for the Product, access to the Documentation and update/upgrade releases for the Product. Unless otherwise noted in the Order Form, DataLexing v.02 shall provide Customer Core Support Services (as defined below) during Customer’s Subscription Term. Other Support plans is available at an additional fee, and if ordered, will be reflected in an Order Form. 2. SUPPORT TERMS 2.1. Technical Assistance DataLexing’s Customer Support staff shall provide technical assistance to support the administration of the Product to the Customer’s Authorized Contacts in accordance with the terms of the applicable Support Services Plan Level described below. Customer agrees that only Authorized Contacts will contact DataLexing for technical support and that Customer, and not DataLexing, shall be responsible for providing front-line support to Customer’s Users. 2.2. Support Availability DataLexing Customer Support staff are available to provide portal support to an User in accordance with the terms of the applicable Support Services Plan Level described below. “Business Hours” is defined as between 9 am and 5 pm Arabia Standard Time (Riyadh, KSA), and “Business Days” is defined as Sunday through Thursday excluding Saudi Arabia local holidays. Eligibility for support requires an active DataLexing v.02 User license and will only be provided to an Authorized Contact. 2.3. User A User is an individual who has either of the following: (i) completed training (including implementation training), or (ii) certified partner status including implementation training. 2.4. Language of Support Unless specific arrangements are made in writing in advance, all Customer Support will be provided in English or Arabic Languages. 2.5. Scope of Support DataLexing is not obligated to provide Customer Support if: (a) the Product has not been used in a manner consistent with the Documentation; (b) the Product is installed on a non-DataLexing system and doesn’t meet DataLexing v.02 specifications; (c) the Product has been altered or modified by any party other than DataLexing; (d) Customer has not installed an upgrade, update or patch that DataLexing has recommended and made available; or (e) DataLexing is not able, after commercially reasonable efforts, to replicate an error or problem in the Product within the DataLexing Support laboratory environment. DataLexing does not provide support for third-party software or hardware. 3. ISSUE REPORTING 3.1. Issue Severity Definitions: - L1 - Critical: Complete loss of application functionality causing a critical impact on business operations. - L2 - Urgent: The Product is operative but degraded causing a significant impact on business operation. - L3 - Tolerable: The Product is usable, non-critical functionality or components are affected; most operations are unaffected. - L4 - Question: Includes general questions, requests for documentation, or other non-critical system related issues. Operations are not affected. 3.2. Reclassification. DataLexing may reclassify the priority level upward or downward and modify the order, classifications and method of responding to and/or addressing such issues, if any, at any time. 3.3. Priority Response Time. DataLexing will use commercially reasonable efforts to respond within the Response Time set forth below in accordance with: (a) the specific priority level assigned by DataLexing, and (b) the Support Services Plan specified below. DataLexing’s response consists of either: (a) DataLexing remediation of the support issue, or (b) confirmation that DataLexing has received the support issue reported and indication of active remediation efforts. 4. SUPPORT PLANS support plans may change based on agreement between datalexing and subscribed organizations | On-Premise Support | | | -------------------------- | -------------------- | | Support Item | Enterprise | | Support Cases per year | Purchased Separately | | Account Manager | ✅ | | Knowledge Base | ✅ | | Portal Support | ✅ | | Email Support | ✅ | | Chat Support | ✅ | | Phone Support | ✅ | | Response Time | | | L1 | ✅ | | L2 | ✅ | | L3 | ✅ | | L4 | ✅ | 5.1. PRODUCT UPDATES 5.1. New Releases. During the Subscription Term, DataLexing will notify Customer of new Product releases if and when they are made available. Product releases include Product version updates, feature releases, and patches. - For DataLexing Hosted Deployments, DataLexing will perform upgrade releases during designated upgrade windows. - For Customer Hosted Deployments (On-Premise), DataLexing will notify Customer via email of new releases available for deployment time. Customer may also contact DataLexing Customer Support directly during designated support hours for updates on new releases. - Product updates do not include products or features sold separately or new products and features that DataLexing may develop and release for additional fees. Customer may add such new functionality and/or features to the Product that it subscribes to upon payment of the additional fees. Customer agrees that its Subscription is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by DataLexing with respect to future functionality or features. 5.2. End of Life Policy. DataLexing provides active support to the most recent minor release, the previous two minor releases and the most recent Extended Support Release. Beyond these releases, we consider versions End-of-Life (EOL) as designated by the Officially Supported Releases 6. Support Scope 6.1. The DataLexing Customer Support Services is Limited to support the DataLexing App only. 6.2. The DataLexing support personal shall not interact with any system other than DataLexing App. 6.3. All data wrangling activities on the Customer Data Stores are the responsibilities of the Customer. 6.4. Resident engineer shall not interact with any system owned by the Customer and only responsible to support the DataLexing App. 6.5. In case of the Customer wants to replace the Resident Engineer, after written approval between DataLexing and the Customer, DataLexing shall replace the Resident Engineer within sixty (60) Days after the written agreement. 6.6. The Resident Engineer should only get support requests via the official support channels to log all of the support activities and enable DataLexing to audit the Resident Engineer and measure the support performance. 6.7. As part of the On-Site Engineer services option, your Resident Engineer is dedicated full time to administrate your DataLexing Application. Your Resident Engineer works at your designated location during regularly scheduled business hours, Sunday through Thursday. 6.8. DataLexing’s technical support center will provide remote back-up coverage for L1 and L2 Issue Severity levels of customer support when your Resident Engineer is unavailable due to official holidays and official leaves according to the Saudi Labor Law.
Master Subscription Agreement 1 of 3
Last Updated: October 30, 2024 This Master Subscription Agreement (this "Agreement") is entered into by and between the organization ("Customer") identified on the order form, online purchase confirmation, or other ordering document entered into by the parties and referencing this Agreement (the "Order Form") and One Bit Company dba DataLexing ("DataLexing") (Customer and DataLexing each, a "party" and collectively, the "parties"). This Agreement sets forth the terms and conditions under which Customer subscribes to or uses DataLexing's products and services as described in the Order Form. The Order Form incorporates this Agreement and is effective as of the date Customer agrees to it (the "Effective Date"). The individual who signs, clicks through, or otherwise agrees to the Order Form binds Customer to the terms and conditions of the Order Form and this Agreement and has been duly authorized by Customer to do so. 1. DATALEXING SERVICES 1.1. Provision of Products and Services Subject to the terms and conditions of this Agreement, DataLexing will provide Customer with access to and use of the online software-as-a-service products and services, and such other products and services, as set forth on an applicable Order Form (collectively, "Services") for the applicable Service Term (defined below). Customer may access and use the Services on a non-exclusive and non-transferable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end-user documentation provided by DataLexing for such Services, including the DataLexing-provided information available from the DataLexing Help Center (the "Documentation"). Each Order Form is hereby incorporated into, and is fully governed by, this Agreement upon execution of the Order Form. 1.2. DataLexing Components Customer may choose to use downloadable software, agents, SDKs, APIs, or other code provided by DataLexing in connection with the Services ("DataLexing Components"). DataLexing grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the DataLexing Components during the applicable Service Term solely as reasonably necessary for Customer's use of the Services in accordance with this Agreement. DataLexing Components are Services within the meaning of this Agreement. 1.3. Professional Services DataLexing and Customer may enter into an Order Form or mutually agreed statement of work ("SOW") under this Agreement for the provision of implementation, configuration, integration, advisory, or other professional services ("Professional Services"). The nature and scope of such Professional Services, and the fees for such Professional Services, shall be set forth in such Order Form or SOW. Professional Services are Services within the meaning of this Agreement, except to the extent the Professional Services are provided by a third party (a "Services Partner"), in which case: (i) Customer shall be responsible for ensuring the Services Partner complies with Customer's procedures, standards, and policies; and (ii) DataLexing shall not have any liability with respect to such Professional Services. 1.4. Permitted Users "Permitted Users" means employees, independent contractors, consultants, and other persons associated with Customer or its Affiliates (defined below) who access or use the Services through Customer's account or pursuant to an Order Form signed by Customer. Customer permits its Permitted Users to access and use the Services in accordance with this Agreement and the applicable Order Form. Customer shall be responsible for the acts and omissions of each Permitted User. Customer shall require that all Permitted Users keep user ID and password information used to access the Services strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer's, and Customer's Permitted Users', accounts and passwords. 1.5. Use by Affiliates "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, "control" means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity. Each of Customer's Affiliates may access and use the Services in accordance with this Agreement by entering into an Order Form with DataLexing directly that explicitly references and is subject to the terms of this Agreement. For purposes of any such Order Form, the term Customer, as used in this Agreement, shall mean the Affiliate who entered into the Order Form. 1.6. Acceptable Use and Usage Restrictions Customer will comply with, and will ensure its Permitted Users comply with, DataLexing's Acceptable Use Policy ("AUP"), which is incorporated herein by reference. DataLexing reserves the right to suspend access to the Services by any Permitted User whom DataLexing reasonably suspects is in violation of the AUP. DataLexing will work with Customer in good faith to investigate and resolve each such suspected violation and use commercially reasonable efforts to notify Customer ahead of such suspension, except in emergency situations. 1.7. Service Level Agreement DataLexing will provide the Services in accordance with the availability, service credit, and other terms set forth in DataLexing's Service Level Agreement ("SLA"), which is incorporated herein by reference. 1.8. Product Trials DataLexing, in its sole discretion, may make available to Customer certain product features on a trial basis, and such trial may be designated by DataLexing as an alpha, a beta, a pilot, a limited release, limited availability, a test period, a preview, an evaluation, or another similar term ("Product Trial"). Customer may elect to participate in a Product Trial, subject to any additional terms and conditions made available by DataLexing. Customer acknowledges that product features made available to Customer as part of a Product Trial ("Trial Features") are not considered part of the Services and may contain bugs, errors, or omissions. Trial Features might never be made available for general use, and DataLexing may discontinue Trial Features, or revoke Customer's access to Trial Features, at any time, which may have the effect of making Customer Data inaccessible to Customer. TRIAL FEATURES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS, AND ARE NOT SUBJECT TO THE SLA OR ANY OTHER SERVICE OR SUPPORT COMMITMENTS. 1.9. DataLexing AI "DataLexing AI" means the features and functionality of the Services made available to Customer that utilize generative artificial intelligence models. Customer and its Permitted Users' use of DataLexing AI will be subject to this Agreement and the DataLexing AI Terms, which are incorporated herein by reference. 1.10. Purchasing through a DataLexing Partner Purchases of Services through a reseller, distributor, or other partner of DataLexing ("DataLexing Partner") will be made through a separate agreement or ordering document between Customer and the DataLexing Partner ("Partner Sales Agreement"), which shall address, as between Customer and such DataLexing Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Sales Agreement is not binding on DataLexing, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the DataLexing Partner. In the event of any conflict between this Agreement and any Partner Sales Agreement, this Agreement shall govern as between DataLexing and Customer. 2. CUSTOMER DATA 2.1. Definition "Customer Data" means information, data, and other content that is uploaded by Customer to, or otherwise received directly or indirectly from Customer (including from a Permitted User on Customer's behalf) by or through, the Services, or provided by Customer to DataLexing to input into the Services. If Customer enables DataLexing AI, then Customer Data also includes "Output" within the meaning of the AI Terms. For clarity, Customer Data does not include Usage Data (defined below). 2.2. Limited License to Customer Data As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to DataLexing a non-exclusive, worldwide, fully paid-up, royalty-free, limited-term license to use, copy, store, transmit, modify, and display the Customer Data in order to: (a) provide, maintain, improve, or optimize use of the Services; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice). For clarity, Customer Data is not used to train any generative artificial intelligence models used to provide DataLexing AI. 3. EXTENSIONS AND THIRD-PARTY SERVICES 3.1. Extension Development Customer or its Permitted Users may elect, in their discretion, to develop, test, or support Customer-developed or third-party-developed applications or extensions (collectively, "Extensions") that integrate with the Services. This Agreement does not apply to any such Extension development, which shall instead be subject to Section 4 (Developers) of DataLexing's Terms of Service. 3.2. Third-Party Services Customer may be able to access and use certain optional third-party services through or with its use of the Services, subject to the third-party provider's applicable terms and conditions. The Services do not require any Third-Party Services for operation, and Customer is under no obligation to use any Third-Party Services. DataLexing does not endorse, and is not and will not be responsible or liable for, any Third-Party Services, nor for any act or omission of any provider of Third-Party Services, nor for any act or omission of any Permitted User in connection with any Third-Party Services. DataLexing does not warrant or provide direct support for Third-Party Services. CUSTOMER EXPRESSLY RELIEVES DATALEXING FROM ANY AND ALL LIABILITY ARISING FROM CUSTOMER'S USE OF THIRD-PARTY SERVICES. 4. OWNERSHIP 4.1. General Ownership No intellectual property rights are assigned or transferred to Customer under this Agreement. Customer is obtaining only a limited right to access and use the Services. DataLexing or its suppliers own and retain all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to: (a) the Services, the Documentation, and any and all related and underlying technology, documentation, and other information; (b) any intellectual property it develops hereunder; and (c) any derivatives of any of the foregoing (individually and collectively, "DataLexing Technology"). For clarity, Customer retains all rights in Customer Data. 4.2. Feedback In the event Customer provides DataLexing with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Services ("Feedback"), DataLexing shall own such Feedback (but not any Confidential Information of Customer or Customer Data contained within Feedback) and shall be free to use and exploit the Feedback without payment, attribution, or restriction. 4.3. Usage Data DataLexing shall have the right to collect and analyze data and other information regarding Customer's use of the Services, including access, usage patterns, and performance; and DataLexing shall be free (during and after expiration of this Agreement) to use such data and information for its internal business purposes, such as analytics, quality assurance, product and service development and improvement, and churn rate and service level analysis (collectively, "Usage Data"). For clarity, Usage Data does not include Customer Data. 5. FEES AND PAYMENT 5.1. Payment Terms Customer will pay all fees specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form: (a) all fees shall be due and payable in advance at the start of the applicable Service Term and non-refundable, except as expressly set forth in Sections 6.4, 7.1, and 8.1; and (b) quantities purchased cannot be decreased during the applicable Service Term. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, associated with the Services, other than taxes based on the income of DataLexing. Unpaid fees are subject to a service charge of 1.5% per month of the amount due or the maximum amount permitted by law, whichever is lower. 5.2. Suspension of Service If Customer's account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies, DataLexing reserves the right to suspend Customer's access to the applicable Services, without liability to Customer, until promptly after such amounts are paid in full, provided that, prior to any such suspension, DataLexing shall provide notice to Customer and afford Customer a reasonable opportunity (at least three (3) business days) to pay such amounts in full. 6. TERM AND TERMINATION 6.1. Term This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the "Service Term"). If no term is stated on an Order Form, the Service Term for such Order Form is one (1) year. 6.2. Termination Either party may terminate this Agreement with at least fifteen (15) days' prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and such breach is incapable of cure, or with respect to a breach capable of cure (including a failure to pay fees), the breaching party does not cure such breach within thirty (30) days after receiving written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate, and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days thereafter. Termination of this Agreement will automatically terminate all Order Forms. 6.3. Effect of Termination Upon the expiration or termination of this Agreement: (a) Customer shall immediately cease any and all use of and access to the Services; and (b) each party will return to the other party (or destroy) such other party's Confidential Information upon request. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. 6.4. Refund or Payment upon Termination for Material Breach If Customer terminates this Agreement in accordance with Section 6.2(a), then DataLexing will refund to Customer any prepaid, unused fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. If DataLexing terminates this Agreement in accordance with Section 6.2(a), Customer will pay to DataLexing any unpaid fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to DataLexing for the period prior to the effective date of termination. For the avoidance of doubt, prepaid fees shall be deemed consumed on a per diem basis over the applicable Service Term. 6.5. Customer Data At any time before or within thirty (30) days after termination or expiration of this Agreement, Customer may download Customer Data directly from the Services. Upon request by Customer at the expiration or termination of the Service Term, subject to applicable legal requirements, DataLexing shall cause all Customer Data to be removed from DataLexing's systems, applications, databases, and servers (including, without limitation, as backups and/or archives) within ninety (90) days of such request. DataLexing shall not be responsible or liable for any adverse impact on Customer's use of the Services caused by Customer's deletion of Customer Data during the Service Term. To the extent DataLexing retains any Customer Data subject to applicable legal requirements, DataLexing shall implement and maintain reasonable and appropriate measures to ensure that all such retained Customer Data is: (a) segregated; (b) secured in a manner consistent with Sections 11 and 12 of this Agreement; and (c) not accessed, used, shared, disclosed, or otherwise processed except as required to comply with such applicable legal requirements for which the Customer Data is retained. 6.6. Survival The following Sections shall survive any expiration or termination of this Agreement: 1.6, 2, 3, 4, 5.1, 6, 7.3, 8, 9, 10, 12, and 15.
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7. WARRANTIES AND DISCLAIMER 7.1. DataLexing Warranty DataLexing warrants that it will provide the Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. DataLexing's entire liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, in DataLexing's sole and reasonable discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if DataLexing determines such remedy to be impracticable, to allow Customer to terminate the Order Form for any portion of the Services affected by such breach and receive as its sole remedy and DataLexing's entire liability, a refund of any unused fees prepaid by Customer for use of the Services that it has not received as of the date of the warranty claim. The warranty set forth in this Section shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first becomes aware of the non-conforming condition; (b) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services; or (c) to Trial Features or other Services provided on a no-charge or evaluation basis. 7.2. Customer Warranties Customer warrants that: (a) Customer's use of the Services and all Customer Data is and will at all times be compliant with Customer's privacy policies and all applicable local, national, and international laws, regulations, and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data; (b) Customer has sufficient rights in the Customer Data to grant the rights granted to DataLexing in Section 2.2; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate the rights of any third party. 7.3. Warranty Disclaimer EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DATALEXING AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF COMPLIANCE WITH LAWS, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. 8. INDEMNIFICATION 8.1. Indemnification by DataLexing DataLexing shall defend Customer from and against any claims by a third party alleging that the Services, when used in accordance with the terms of this Agreement, infringe a patent, copyright, or trademark, and will indemnify and hold harmless Customer from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim. If Customer's use of any Services is, or in DataLexing's opinion is likely to be, enjoined or subject to a claim for infringement, or if required by settlement, DataLexing may, in its sole and reasonable discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Services; or, if (a) and (b) are commercially impracticable in DataLexing's sole judgment, (c) terminate the applicable Order Form or this Agreement and refund to Customer any unused fees prepaid by Customer for the terminated period. Notwithstanding the foregoing, DataLexing shall have no liability under this Section, and no obligation to indemnify Customer, for any claim to the extent it arises from: (i) any modification of the Services other than by DataLexing or explicitly permitted by DataLexing; (ii) access to or use of the Services in combination with any materials or services not provided by DataLexing or specified in the Documentation; (iii) Customer's breach of this Agreement, or use of the Services in breach of this Agreement or in violation of applicable law; (iv) Customer Data; or (v) Customer's fraud or willful misconduct. THIS SECTION 8.1 SETS FORTH DATALEXING'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. 8.2. Indemnification by Customer Customer shall defend DataLexing from and against any claims by a third party arising from or relating to (a) Customer Data or (b) Customer's use of the Services in breach of Section 1.6 (Acceptable Use and Usage Restrictions), and will indemnify and hold harmless DataLexing from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim; provided, however, that Customer shall have no liability under this Section, and no obligation to indemnify DataLexing, for any claim to the extent it arises from DataLexing's breach of this Agreement. 8.3. Indemnification Procedures If a party entitled to indemnification becomes aware of any indemnifiable claim, the indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim such that the indemnifying party has sufficient time to respond without material prejudice; (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim (as long as such settlement releases the indemnified party from any and all liability); and (c) all reasonable cooperation assisting the indemnifying party's investigation, defense, and settlement of such matter requested by the indemnifying party. 9. LIMITATION OF LIABILITY EXCEPT WITH RESPECT TO EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DATALEXING OR TO A DATALEXING PARTNER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE, PROVIDED THAT THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE. 10. CONFIDENTIAL INFORMATION 10.1. Definition "Confidential Information" means information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary, including Confidential Information disclosed prior to the Effective Date. All DataLexing Technology, performance information relating to the Services, and the terms and conditions of this Agreement and each Order Form (including the fees and pricing information) shall be deemed Confidential Information of DataLexing without any marking or further designation. Notwithstanding anything in this Agreement, Confidential Information does not include information that the Recipient already lawfully knew, becomes public through no fault of the Recipient, was independently developed by the Recipient without any reference to or use of Confidential Information, or was rightfully obtained by the Recipient from a third party. 10.2. Obligations The Recipient will use reasonable care to protect the Discloser's Confidential Information, and will use the Discloser's Confidential Information only for its internal business purposes, to exercise its rights and fulfill its obligations under the Agreement (including, in DataLexing's case, to provide the Services to Customer), and to explore potential business transactions with the Discloser. The Recipient will not disclose Confidential Information except to its Affiliates, employees, agents, professional advisors, and contractors ("Representatives") who need to know it and have agreed in writing to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (a) if directed to do so by the Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser's reasonable efforts to obtain confidential treatment. With respect to each Order Form, the obligations set forth in this Section will survive for the duration of the Service Term set forth therein and three (3) years following the expiration or termination thereof. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Discloser may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. 11. SECURITY 11.1. DataLexing Security Measures DataLexing has implemented and will maintain appropriate physical, technical, and administrative safeguards to protect the security and integrity of the Services and Customer Data as described in DataLexing's Information Security Standards, which are incorporated herein by reference. DataLexing has established and maintains sufficient controls to meet certification and attestation for the objectives stated in ISO 27001, ISO 27701, and SOC II Type II (or equivalent standards) with respect to the Services. Upon Customer's written request (email to suffice), DataLexing will provide to Customer for review a copy of DataLexing's most recent annual SOC II Type II audit results, and a copy of its then-current ISO 27001 and ISO 27701 certificates, which shall be considered DataLexing's Confidential Information. 11.2. Two-Factor Authentication The Services support log-in using two-factor authentication ("2FA"), which is known to materially reduce the risk of unauthorized use of or access to the Services. Accordingly, notwithstanding anything to the contrary, DataLexing will not be responsible for any damages, losses, or liability to Customer, Permitted Users, or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA. 12. DATA PROCESSING DataLexing uses certain "personal data," "personal information," or "sensitive data" (as defined in the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the California Consumer Privacy Act of 2018, as amended ("CCPA")) ("Personal Data") to operate, develop and improve the Services, as detailed in DataLexing's privacy policy. For Customer Data constituting Personal Data that DataLexing processes to provide the Services, where DataLexing acts as a "data processor" (for the purposes of GDPR) or a "service provider" (for purposes of CCPA), the parties agree to comply with the provisions of any Data Processing Addendum between them ("DPA"). Customer may access and execute a DPA by filling out the form accessible from DataLexing. In the event of any conflict between DataLexing's privacy policy and a DPA, the DPA shall govern. 13. COMPLIANCE WITH LAWS 13.1. General Compliance DataLexing shall comply with any applicable laws and regulations to the extent applicable to DataLexing's provision of the Services to its customers generally (i.e., without regard for Customer's particular use of the Services), as well as any laws and regulations applicable to this Agreement under, and subject to, the terms of any DPA. For clarity, DataLexing shall not be responsible for Customer's compliance with any laws and regulations specific to Customer or its industry. 13.2. Anti-Corruption and Bribery Neither party has received or been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or other thing of value from an employee or agent of the other party in connection with this Agreement, other than reasonable and customary gifts and entertainment provided in the ordinary course of business. Moreover, neither party will take any action that would cause either party to be in violation of any anti-bribery or anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-bribery or anti-corruption law or regulation. 13.3. Export and Sanctions Compliance Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is: (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity; or (b) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes. 14. PUBLICITY Except as otherwise agreed in writing (email to suffice), neither party may use the other party's name, logo, trademarks, designs, service marks, or other brand assets ("Marks") without such party's written approval in each case, except that DataLexing may identify Customer as a DataLexing customer, and may include Customer's name and logo, on DataLexing's website, in press releases or statements to the media, and in marketing and promotional materials, in each case in accordance with any branding guidelines provided by Customer. Customer may opt out of such use of its name and logo by emailing DataLexing at support@DataLexing.com at any time. Any use by Customer of DataLexing's Marks is subject to DataLexing's Trademark Guidelines.
Master Subscription Agreement 3 of 3
15. GENERAL TERMS 15.1. Assignment This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and its rights and obligations hereunder without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void. 15.2. Force Majeure Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of government (including legislation, regulation, or other act of government rendering some or all of Customer's use of the Services unlawful, in DataLexing's reasonable discretion), epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services (each, a "Force Majeure Event"). For clarity, this provision does not relieve Customer of its obligation to pay fees for services provided by DataLexing that are unaffected by a Force Majeure Event. 15.3. Independent Contractors The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent. 15.4. Severability If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. 15.5. Governing Law, Jurisdiction, and Venue This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia, without regard to conflicts of laws provisions thereof. Any dispute arising under this Agreement shall be finally settled in binding arbitration in accordance with the rules of the Saudi Center for Commercial Arbitration (SCCA). The arbitration will be conducted in Riyadh, Saudi Arabia, unless the parties agree otherwise. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Subject to the foregoing provisions of this Section 15.5, the jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Riyadh, Saudi Arabia, and both parties hereby submit to the personal jurisdiction of such courts. 15.6. Notice Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses first listed on an applicable Order Form (email to suffice) or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (a) immediately upon receipt, if personally delivered; (b) the first business day after sending, if by email; (c) the first business day following dispatch, if sent by overnight courier service; or (d) upon receipt, if sent by registered or certified mail, postage prepaid and return receipt requested. 15.7. Amendments and Waivers Except as set forth in Section 15.10, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing or via click-through execution by a duly authorized representative of each party to this Agreement or otherwise permitted by the terms of this Agreement, including terms incorporated by reference herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such document shall not apply (even if the order is accepted or performed on by DataLexing). 15.8. No Third-Party Rights There are no third-party beneficiaries to this Agreement. 15.9. Construction This Agreement has been reviewed, considered, and/or negotiated by the parties and their respective legal counsel, if any, and any legal or equitable principles that might require or permit the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. The words "hereof", "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing", "written" and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any person or entity include the successors and permitted assigns of that person or entity. Except as otherwise provided herein, in the event of any conflict or inconsistency between this Agreement and an Order Form, the Order Form shall control. 15.10. Modifications DataLexing may change this Agreement from time to time by posting a modified version on its website. If, in DataLexing's sole discretion, the changes are material, DataLexing will provide Customer with reasonable notice prior to the effective date of the changes, either by emailing the email address associated with Customer's account or by notifying Customer (including any person designated as an administrator on Customer's account) through the Services. A materially-modified Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting thereof. By continuing to access or use the Services after the effective date of changes to this Agreement, Customer agrees to be bound by the modified version of the Agreement. If DataLexing fails to provide Customer with notice of material changes to this Agreement in accordance with this Section, then Customer's subscription to and use of the Services will continue to be governed by the terms and conditions of the Agreement as they were immediately prior to such modifications, until Customer's next renewal date, after which the modified Agreement will govern. 15.11. Entire Agreement This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or inconsistent written and oral agreements and communications, relating to the subject matter of this Agreement. To the extent any issue or claim arising under this Agreement relates to multiple Order Forms, including Order Forms signed before the Effective Date, this Agreement shall take precedence over any other agreement relating to the subject matter of this Agreement and govern such issue or claim. Any pre-printed terms in a Customer purchase order or similar document are null and void. Subject to this Agreement, the parties expressly object to any different or additional terms set forth in any purchase order, acceptance, vendor portal, code of conduct, or other ordering documentation, and neither party's later failure to object to any such different or additional terms nor its use or acceptance of any such other document or materials will be deemed acceptance thereof or a waiver of any of the terms hereof.