Last updated: May 26th, 2022

Datasembly
Terms of Service

These Terms of Service (this “Agreement”) sets forth the terms and conditions of your relationship with Datasembly, Inc., a Delaware corporation (“Datasembly”) and governs your use of the www.datasembly.com website (the “Site”), including the Spotlite software-as-a-service solution located at app.spotlite.datasembly.com (the “Software”) and the Data (defined below) provided via the Software, and any other services, features, content, and applications provided to you by Datasembly (collectively together with the Site, Software, and Data, the “Services”). By accessing the Site or Software or using the Services, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, which also incorporate Datasembly’s Privacy Policy. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to use the Services.

Datasembly may make changes to this Agreement from time to time without specifically notifying you. Datasembly will post the latest Agreement on the Site, but it is up to you to review it before using the Services. If you continue to use the Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement. If you do not accept updated versions of the Services, Datasembly shall not bear any responsibility or liability for your decision.

IMPORTANT NOTICE: SECTION 9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL REQUIRE YOU TO SUBMIT ANY CLAIMS YOU MAY HAVE AGAINST DATASEMBLY TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION PROVISION, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DATASEMBLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SECTIONS REGARDING ARBITRATION.

1. Services.

a. Account.
To use the Software, you must create an account on https://spotlite.datasembly.com (your “Account”). You will be responsible for the accuracy and completeness of the information provided through your Account. The email address associated with your Account must be the email address provided by the business you will use the Services for the benefit of (the “Business”), unless you have received written approval from Datasembly to use a different email address. You agree that you will not create more than one (1) Account. If you wish to change what products and/or retailers shown the Data that is delivered to your Account, you may email support@datasembly.com to do so. Datasembly reserves the right to refuse any such requested change, in its sole discretion. By creating an Account, you warrant that you are at least eighteen (18) years old and have the legal capacity to enter into binding contracts. You understand that Datasembly may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. Datasembly further reserves the right (without undertaking any duty) to use “geo-filtering” or other technologies to block access to certain jurisdictions, in its sole discretion, without notice.

b. License and Ownership.
As used herein, “Data” means, as compiled by Datasembly or as re-compiled by you: (i) all of the product and pricing data provided by Datasembly, whether through the Software, file transfer, or other means, including but not limited to product identifiers, prices, price trends, promotional pricing, discontinuation data, and all other product information; and (ii) all non-public information and data that is proprietary to Datasembly, including, without limitation, competitive product recognition and comparison data. Subject to the payment of all Fees due hereunder, Datasembly hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferrable license during the Term to allow you to access the Software and use the Data for the sole benefit of the Business. Aside from the foregoing license, Datasembly retains all ownership and intellectual property rights in and to the Services developed or delivered under the Agreement.

c. Restrictions.
You shall not, or permit any third party to, make any use or disclosure of the Services (including the Data) that is not expressly permitted under this Agreement. Without limiting the foregoing, you shall not, or permit any other third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (ii) modify, adapt, or translate the Services; (iii) reproduce, resell, distribute, or sublicense the Services; (iv) make the Services available on a “service bureau” basis, or otherwise allow any third party to use or access the Services; (v) use the Services, or permit any third party to use the Services, for purposes of: (A) benchmarking or competitive analysis of the Services, or (B) developing, using or providing a competing software or data product or service; (vi) use any data mining, robots, or similar data gathering and extraction tools with respect to the Services; (vii) introduce into the Services any software, virus, worm, “back door”, Trojan Horse, or similar harmful code to the Services; (viii) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Datasembly without express prior written consent. You acknowledge and agree that that Data, as compiled and organized by Datasembly, is Datasembly’s proprietary information, and that you shall not disclose the Data to any person or entity that provides a service competitive with Datasembly’s services, including but not limited to any other data or analytics provider. You shall comply with all applicable laws, rules, and regulations governing the use of the Services. If you become aware of any unauthorized use or access to the Services, you shall immediately take steps to terminate the unauthorized use or access and promptly notify Datasembly of the same.

d. Feedback.
You may, but are not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback to Datasembly (“Feedback”). you hereby grant to Datasembly a royalty-free, perpetual, irrevocable, sublicensable, transferable, and worldwide license to use, disclose, reproduce, license, distribute, and exploit such Feedback, and incorporate Feedback into the Services, and its other services, products, technologies, documentation or any other development with no obligation to pay, attribute, license or to make available to you or any third party.

2. Payment.

a. Fees. After you create an Account and any free trial has expired, if you wish to have continued access to the Software and Data you must agree to a specific plan for a certain price (the “Fee”) for a period of either one month or one year (as applicable, the “Subscription Period”). Datasembly will charge you on the first day of each Subscription Period. Any changes in the Services pricing will take effect at the start of the next Subscription Period following the date of the price change. If you do not terminate your subscription at least 1 day prior to the start of the next Subscription Period, your Payment Method will be automatically charged for the next Subscription Period.

b. Payment Method.
All credit card, debit card, bank, or other payment information supplied by you to pay for the Services (your “Payment Method”) is transmitted directly to Stripe or another third party service, which processes, stores, and otherwise uses such information in order to facilitate payments (“Transaction”). Datasembly does not store your Payment Method information. All payments are facilitated separately by Stripe or another third party service. By providing your Payment Method, you authorize Datasembly to charge your Payment Method for each Transaction. You agree to ensure that the Payment Method is accurate and complete. You agree to provide an updated Payment Method upon request or if the Payment Method provided is no longer valid. All Transactions made through Stripe are subject to Stripe’s terms and conditions, available at https://stripe.com/us/legal. All Transactions are non-refundable to the extent that is permitted by law.

c. Disputes and Late Payment.
You hereby authorize us to charge your specified Payment Method in advance on a monthly or yearly basis, as applicable, for your subscription to the Services and/or to place a hold on your Payment Method with respect to any unpaid charges. You authorize us to continue to attempt to charge and/or place holds with respect to all Fees, or any portion thereof, to your Payment Method until such amounts are paid in full. You acknowledge that Datasembly will not have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or holds placed on, your Payment Method in accordance with this Agreement. You shall not seek to cancel, charge back, or seek a refund on any basis that is fraudulent, misleading, or untrue. If you believe you have been billed in error for the Services, please notify us within 60 days of the billing date by emailing us at support@datasembly.com. Datasembly will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.

3. Term and Termination.

a. Subscription Period.
Your Software subscription will automatically renew on a monthly or yearly basis, depending on the Subscription Period you have selected, at the then-current Fee for your plan until cancelled in accordance with this Agreement. Any changes in the Services Fee for your plan will take effect at the start of the next Subscription Period following the date of the price change. Your failure to terminate, or continued use of, the Software reaffirms that we are authorized to charge you the Fee for the plan and Subscription Period you have chosen. If you cancel your subscription to the Software during the Subscription Period, you will continue to have access to the Software through the end of the Subscription Period and will not be eligible for a prorated refund of any Fee paid for the Subscription Period.

b. Account Termination.
i. Datasembly may immediately terminate or suspend your Account, and all or a portion of your subscription to the Software, without notice or refund if: (A) your payment is overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend); (B) you provide false or inaccurate information; (C) you violate this Agreement or any other Datasembly rules or agreements; (D) you engage in conduct that is a violation of any applicable law; or (E) if you engage in conduct that is threatening, abusive or harassing to Datasembly employees or agents.

ii. If Datasembly terminates or suspends your Account, your license to use the Software, Data, or any other content provided in connection with your Account is also terminated or suspended (as applicable). If your Account is terminated, Datasembly has the right to immediately delete all data, files, and other information related to your Account without further notice to you. Should you wish to resume your Account after any suspension, you must first pay all past due unpaid charges and other fees.

c. Free Trial.
If you sign up for a free trial of the Software or any other Services, Datasembly will make the applicable Service(s) available to you on a trial basis free of charge until the earlier of: (i) the end of the free trial period for which you registered to use the Services; or (ii) termination by Datasembly at any time.

4. Your Representations and Warranties.

You represent and warrant that: (a) you have full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) you are duly authorized to enter into this Agreement and to perform its obligations hereunder; and (c) you will use the Services in accordance with this Agreement and with all applicable laws, rules, and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area).

5. General Disclaimer.

a. Datasembly is not responsible for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of communications; (ii) any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Services, including injury or damage to any other person’s computer and/or mobile device; (iii) any failures, defects or delays in delivery caused by your provision of incorrect information, your failure to comply with instructions for use of the Services; or (iv) an event which is outside of Datasembly’s reasonable control.

b. DATASEMBLY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DATASEMBLY FURTHER DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (II) THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) ANY DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) ERRORS OR DEFECTS WILL BE CORRECTED; OR (V) THE SERVERS, NETWORKS, AND OTHER SYSTEMS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FEATURES. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, AND OTHER SERVICES. DATASEMBLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NO DATA OR OTHER INFORMATION OBTAINED BY YOU FROM DATASEMBLY THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

6. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATASEMBLY, INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES FOR LOSS OF USE OR INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DATASEMBLY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100), AND (B) TOTAL AMOUNT OF FEES PAID TO DATASEMBLY, PLUS THOSE THEN DUE AND OWING TO DATASEMBLY (BUT UNPAID), DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

7. Indemnification.

You agree to indemnify, defend, and hold harmless Datasembly, its licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys’ fees, arising out of or in connection with: (a) your use of the Services, including but not limited to any injuries or damages to personal property; (b) your violation of any law or the rights of any third party; or (c) your breach of this Agreement.

8. Governing Law and Venue.

Subject to the arbitration clauses included below, if there is any dispute arising out of the Services, by using the Services, you expressly agree that any such dispute shall be governed by the laws of the State of Virginia, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Virginia, in the County of Fairfax or City of Alexandria, for the resolution of any such dispute.

9. Arbitration.

You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You agree any arbitration shall take place in Fairfax County in the State of Virginia. Nothing in this Section 9 shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND DATASEMBLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU FURTHER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10. Export.

You shall comply with all export laws, rules, and regulations of the United States and any other applicable jurisdiction pertaining to the Services, including the Data. You agree that it will not directly or indirectly, export, re-export, import, or otherwise transfer the Data or related information, media, or products outside of the United States or in violation of any applicable laws, rules, and regulations, including but not limited to those of the United States (collectively, “Export Laws”). You accept sole responsibility to ensure that you comply with the Export Laws applicable to you.

11. Independent Contractor.

Datasembly shall perform its obligations hereunder as an independent contractor. Nothing contained herein shall be construed to constitute Datasembly as your or your Business’ agent, employee, partner, or joint venturer, nor shall any similar relationship be deemed to exist between us.

12. Trademarks.

You agree that DATASEMBLY, SPOTLITE, DATASEMBLY.COM, the Datasembly logo, and the Datasembly graphics, logos, page headers, button icons, scripts, and service names are the trademarks or trade dress of Datasembly (“Trademark Content”). Datasembly trademarks and trade dress may not be used in connection with any product or service that is not Datasembly’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Datasembly. All other trademarks not owned by Datasembly or its affiliates that may appear on the Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Datasembly.

13. Promotional Materials.

You agree that Datasembly may use your name, the Business’ name, and the Business’ logo for its own marketing, advertising, and promotional purposes by naming you as a client of Datasembly on its website, customer list, pitch deck, and other potential client and investor-facing materials.

14. Assignment.

You may not assign this Agreement without the prior written consent of Datasembly. Any assignment or transfer in violation of the foregoing will be null and void from the beginning. Datasembly may assign this Agreement without condition.

15. General.

No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement.

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