Effective Date: September 15, 2020
Thank you for using MintData Services. Before reading this Terms of Service (this “Agreement” or these “Terms”), we encourage you to visit https://mintdata.com and https://mintdata.com/product/ to familiarize yourself with MintData, its products and services.
By registering for a MintData account and/or using MintData products or services (“Services”) you accept the terms and conditions set forth within this Agreement. If you do not agree with these Terms, you should not register an account on MintData and you should not use MintData Services.
In this Agreement you will be referred to as "you," "your," and "Customer." If you register on behalf of an individual or other organization for a MintData account or use MintData Services, you agree to these Terms for that entity or organization and indicate to MintData that you have the right to bind that entity or organization to these Terms (and in which case the words "you," "your" and "Customer" would apply to that entity or organization). The exception is if that company has a separate contract with MintData covering one or more accounts and the use of MintData Services, in which case the use of MintData will be governed by that contract with respect to those accounts.
MINTDATA MAKES NO WARRANTY OR REIMBURSEMENT FOR ITS SERVICES AND THESE TERMS LIMIT THE LIABILITY OF MINTDATA TO YOU. DISPUTES CONCERNING THIS AGREEMENT, YOUR ACCOUNT OR MINTDATA SERVICES MUST BE RESOLVED BY BINDING ARBITRATION AND ONLY ON AN INDIVIDUAL BASIS.
1.1 When used in this Agreement the terms described below will have the following meanings:
2.1 These Terms. MintData may periodically amend these Terms. If MintData changes the Terms, the updated Terms will supersede previous versions. Unless otherwise specified by MintData, revisions shall take effect on the effective date indicated at the top of the Terms. MintData will give you notice of any changes to the products. This notice will be sent to the email address MintData has on file for your account. MintData will change the effective date of the Terms at the top of the page for other revisions. When you visit the MintData website, MintData encourages you to verify the effective date of these Terms.
2.2 MintData Services. You agree that MintData can from time to time alter, deprecate or republish MintData APIs for any MintData Services or MintData feature, and that it is your duty to ensure that calls or requests you make to MintData Services are consistent with the MintData Services' then-current MintData APIs. While MintData strives to prevent reverse-incompatible changes to the MintData APIs or MintData Services, if such changes become required, MintData will implement the changes and update the MintData documentation within thirty (30) days of the change.
3.1 Provision of Services. Subject to the terms and conditions of this Agreement, MintData will make reasonable attempts to make MintData Services accessible to you pursuant to this Agreement and hereby grants you a non-exclusive right of access to and use of MintData Services for the management of Customer Content, including the right to write and execute software applications or websites ('Customer Applications') as given in this Agreement. If Customer is an organization, certain rights can be limited to access and use only on behalf of specific Customer Clients, as decided by the parties.
3.2 Restrictions. The rights hereby given are subject to the following limitations (the "License Restrictions"):
3.3 Other Customer Responsibilities.
4.1 Subscription Plan. The prices, features, and options of the MintData Services depend on the Subscription Plan selected as well as any changes instigated by you. MintData does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.
4.2 No Refunds. You will pay MintData in a timely fashion all fees associated with its Subscription Plan, Account, or use of the MintData Services. Your payments are non-refundable except as expressly provided in these terms. Charges for all Subscription Plans will be billed to you in advance.
4.3 Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan through the payment method you provide, such as a credit card, PayPal, or similar mechanism. You must promptly notify us of any change in your billing address and must update your account with any changes related to the payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, YOU AUTHORIZE MINTDATA OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE MINTDATA SERVICES. The authorization continues through the applicable subscription term and any renewal term until you cancel as set forth in Section 9 of these Terms.
4.4 Late Fees & Collection Costs. If MintData does not receive payment via your provided payment method, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by MintData to collect any amount that is not paid when due. MintData may accept payment in any amount without prejudice to MintData’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to MintData may not be withheld or offset by you for any reason against amounts due or asserted to be due from MintData.
4.5 Invoices. MintData will provide billing and usage information in a format we choose, which may change from time to time. MintData reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your statement. If you do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such problems or discrepancies.
4.6 Billing Cycles. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations. You agree that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from your payment card issuer until submission of the accumulated charge(s).
4.7 Tax Responsibility. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on MintData’s net income (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with your purchase of, payment for, access to or use of the MintData Services. Where the responsibility to remit Taxes falls upon MintData, the Taxes will be added to the payment and payable to MintData at the same time as the payment. Taxes shall not be deducted from the payments to MintData, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, MintData receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. You hereby confirm that MintData can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. Your and MintData’s obligations under this Section 4.7 (Tax Responsibility) shall survive the termination or expiration of these Terms.
5.1 MintData’s Ownership Rights. As between the parties, MintData is the sole proprietor of all rights, title and interest in and to the MintData Services. MintData reserves all privileges, titles and interests in and to the MintData Services and the Confidential Information of MintData except for the express rights granted hereunder.
5.2 Feedback. From time to time, you can provide MintData suggestions or comments about enhancements or updates, new features or functionality, or other feedback ('Feedback') about MintData Services. MintData will have full freedom to decide whether any requested improvements, new features or functionalities are to be developed or not. MintData shall have the absolute, unencumbered right to use, implement and otherwise completely exercise and exploit any such input in connection with its products and services, without obligation to pay or reimburse you.
5.3 Customer Content. As between the parties, you will own the Customer content and Customer applications (or, if the Customer is an organization, the Customer's client(s)). A non-exclusive worldwide license to copy, distribute and use Customer content is hereby granted to MintData only in connection with provision of MintData Services.
5.4 Confidentiality. Each party agrees that it will use the other party's Confidential Information solely in compliance with the terms of this Agreement and will not disclose or authorize the disclosure of the same information directly or indirectly to any other party without prior written permission of the other party, except as otherwise permitted hereunder. However, either party can reveal Confidential Information to its staff, officers, directors, lawyers, auditors, financial advisors and other members who need to know and are legally bound by confidentiality obligations consistent with those of this Agreement to preserve confidentiality of such information; and as required by law (in which case the receiving party shall give prior written notice of such disclosure to the disclosing party), will give the disclosing party the opportunity to appeal such disclosure, and will make appropriate efforts to minimize such disclosure to the degree permitted by applicable law. None of the parties shall disclose the terms of this Agreement to any third party, except that either party may disclose certain terms to existing or future lenders, investors or acquirers in confidentiality. Every party agrees to exercise due care in protecting against unauthorized use and disclosure of Confidential Information. In the event of a real or attempted violation of the provisions of this Section or of the License Restrictions, the non-breaching party shall be entitled, without waiving any other rights or remedies at its discretion, to obtain immediate injunctive relief and other equitable relief. Each party shall inform the other in writing without delay if it becomes aware of any breaches of the confidentiality obligations set out in this Agreement.
5.5 Aggregated Information. Notwithstanding anything to the contrary, MintData shall have the right to accumulate, gather and analyze data and other information relating to the provision, usage and performance of MintData Services and shall be free (during and after the term hereof) to (a) use such data and other information to develop and enhance MintData Services and (b) reveal such data and other information in an aggregated and anonymized format that does not identify you or any individual.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE AGENTS AND SERVICES ARE BEING PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. MINTDATA DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS. MINTDATA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AS TO NON-INFRINGEMENT.
You agree to indemnify and keep harmless MintData and its subsidiaries, affiliates, directors, officers , representatives, partners and employees against any claim or complaint, including reasonable attorney's fees, made by any third party as a consequence of or resulting from the MintData Services provided under this Agreement or any act or omission by you (including the entity on whose behalf you are entering into this Agreement). This indemnity obligation shall for any reason survive the expiration or termination of this Agreement by any party.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL MINTDATA BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF MINTDATA HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
9.1 Term. The term of this Agreement will begin on the date you accept these Terms, and will continue until your account is terminated as set out below.
9.2 Termination and Suspension. At any time, you can terminate your account via the account management tools made available by MintData services. MintData can terminate or suspend your account in the event that you commit any material breach of any provision of these Terms and fail to resolve the breach within five ( 5 ) days after being informed of that breach in writing. MintData may also immediately terminate or suspend your account if: (a) there is a reason to believe that the traffic generated by your use of the MintData Services or your use of the MintData Services is fraudulent or has an adverse effect on the operating capacity of the MintData Services; (b) MintData decides, at its absolute discretion, that the provision of the MintData Services is prohibited by law, or it has become impractical or unfeasible to provide the MintData Services for any legal or regulatory reason; or (c) subject to applicable law, upon your liquidation, dissolution proceedings, disposition of your assets or change of ownership, inability to continue business, assignment to the benefit of creditors, or when you become the subject of bankruptcy or the like. If your account is suspended by MintData, MintData will make a reasonable effort to inform you. Notice that, in the case of any suspension or termination of your account, no refund will be provided.
9.3 Survival. Upon termination of this Agreement, all rights and responsibilities shall be terminated immediately, except that any conditions or terms that by their nature should survive such termination will survive, including License Restrictions and terms and conditions relating to intellectual property and confidentiality, disclaimers, compensation, liability and termination limitations and general provisions listed below.
10.1 Publicity. You agree that MintData can refer to your name and trademarks in MintData's marketing materials and website; however, without your prior written permission (which may be by email) MintData may not use your name or trademarks in any other publicity (e.g. press releases, client references, and case studies)
10.2 Assignment; Delegation. None of the parties to this Agreement may delegate or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that, without the consent of a successor, either party may delegate this Agreement to all or substantially all of its assets or business related to this Agreement. Furthermore, you agree that MintData may have some of its obligations fulfilled by a MintData affiliate, given that MintData remains responsible for its obligations hereunder and will be liable for the performance of such an affiliate as if it were MintData. Under this Agreement, MintData may assign receivables for debt collection and financing arrangements purposes. This Agreement shall be binding on the Parties and their successors and assigns, subject to the foregoing.
10.3 Waiver. Until authorized in writing by both parties, no waiver of any rights hereunder will be effective. Any such waiver shall be exclusively for a specific provision and under the specific circumstances for which it has been given, and shall not apply in respect of any recurring or continuing breach of the same provision or other provision. Failure or delay by any party to implement any provision of this Agreement shall not be considered to constitute a waiver of future enforcement of that provision or any other.
10.4 Amendment. This Agreement can be revised or updated by MintData from time to time, in which case the new Agreement will supersede prior versions. MintData will notify you of the planned changes or modifications through the public MintData website. If you do not object within 30 days of such amendment or adjustment, MintData may rely on such non-objection as your consent to such amendment. In such a notice, MintData will notify you of the right to object and of the consequences of non-objection. If you object to such an amendment, you must do so by submitting a written notice to MintData within the 30-day notice period, in which case MintData may elect either (a) to reject the request for amendment and to continue this Agreement without such amendment or (b) to terminate this Agreement immediately by written notice (which may be sent by email). Subject to the foregoing, unless decided in writing by both parties, no amendment or modification to this Agreement will be effective.
10.5 Relationship. Nothing contained herein shall constitute, in any way, any alliance, collaboration, organization, employment or joint venture between the parties hereto, or be understood to demonstrate the parties' intention to create any such relationship. No party shall have the authority to obligate or bind the other in any manner, and nothing contained herein shall give rise to, or be designed to give rise to, any rights of any kind to any third party.
10.6 Unenforceability. If a court of competent jurisdiction finds that any provision of this Agreement is null, unlawful or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the expressed intention of the parties, while the remainder of this Agreement shall remain in full force and effect and shall bind the parties under its terms.
10.7 Notices. Any notice required or authorized to be given will be issued in writing to your email address as specified in your account information. Notices to MintData must be sent to firstname.lastname@example.org.
10.8 Entire Agreement. This Agreement covers the entire agreement between you and MintData on its subject matter and supersedes all previous and prior (oral and written) plans, statements, promotional material, or presentations and agreements. A warranty will not be created by oral or written information or advice provided by MintData, its agents or employees.
10.9 Force Majeure. None of the parties hereunder shall be considered in violation of any suspension, disruption or delay in the execution of their obligations due to causes beyond their reasonable control ('Force Majeure Event'), including earthquakes, floods or other natural disasters, acts of God, labor conflicts, civil unrest, terrorism, war (whether or not officially declared), cyber attacks (e.g. denial of service attacks), or the inability to obtain adequate equipment, transportation or other vital goods or services needed in the conduct of its business, or any change or adoption of any regulation, law, judgment or decree.
10.10 Interpretation. "Including" means "including without limitation" for purposes hereof. All dates and times set out in this Agreement, or any related document, shall be in respect to Greenwich Mean Time (GMT), unless otherwise stated.