Datasent Terms And Conditions
Scope:
These terms govern your use of Datasent's platforms, including websites and apps.
Content:
You may encounter user-generated content and are responsible for any content you provide.
Service Use:
Datasent grants you limited access to their services, subject to these terms.
Third-Party Services:
With your consent, Datasent may link to or integrate third-party services, but isn't responsible for their content or your interactions with these services.
User Responsibilities:
You're expected to use the services lawfully and not misuse any service features.
Account Management:
You are responsible for maintaining the security and accuracy of your account information.
Intellectual Property:
All rights in the platform and its content are owned by Datasent.
Changes:
Datasent can modify the terms at any time, with changes taking effect upon posting.
Dispute Resolution:
Disputes will be resolved through arbitration and are subject to New York, New York law.
Limitations:
The terms limit Datasent's liability in connection with your use of the services.
1. DATASENT, INC. TERMS OF USE
Effective Date: April, 15th 2024
These Terms of Use (“Terms” or “Terms of Use”) are entered into by and between you (“you,” “your,” or “User”) and Datasent, Inc. (together with our officers, directors, employees, contractors, and agents, “Datasent ,” “we,” “us,” and “our”), and govern your access to and use of our Platform (as hereinafter defined).
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS, AND REMEDIES IN CONNECTION WITH YOUR ACCESS TO AND USE OF OUR PLATFORM. BY ACCESSING OR USING OUR PLATFORM, OR BY CLICKING TO ACCEpx OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT ACCESS OR USE OUR PLATFORM.
1. OUR PLATFORM
A. Platform. The “Platform” means, collectively: any website owned or operated by Datasent (including the website currently located at https://datasent.com/ and any and all features, functionalities, tools, and content available on or through each such website; any web, mobile, or downloadable application owned or operated by Datasent (each, an “App”); any and all proprietary software owned by Datasent; any and all other technology through which Datasent provides the Platform, including all application programming interfaces or other integrations with Third-Party Dependencies (as defined below) that are owned, developed, accessed, or otherwise utilized by Datasent in connection with the Platform; and any and all services that Datasent may provide in connection with any of the foregoing.
B. User Content. Certain aspects of the Platform may provide you with the opportunity to upload, share, or store limited content related to you and your Platform preferences, including consent (collectively, “User Content”) on or through the Platform. By uploading, sharing, storing, or otherwise providing, making available, or causing to be made available by you, User Content on or through the Platform, you hereby grant all necessary rights in order for Datasent to use User Content in accordance with your instructions and/or this Agreement. Please see our privacy policy, available at https://datasent.com/privacy-policy (“Privacy Policy”), for more information about how we use your User Content.
C. Customer Websites. The Platform is offered in connection with our proprietary software, which our business customers who have licensed such software from us (“Business Customers”) incorporate into their websites (as enabled by our proprietary software, “Customer Websites”) to help such Business Customers manage consent on their respective Customer Websites. Datasent has no control over any Customer Website or how Business Customers may be using your data when you visit the Customer Website or otherwise interact with a Business Customer. Engagement or any other interaction with a Business Customer or a Customer Website is at your own risk, and we recommend reviewing the Customer Website’s privacy policy to better understand how such Business Customer may process your personal information.
2. ABOUT THE TERMS; AMENDMENTS
A. The Terms. Your access to and use of the Platform is governed by these Terms of Use and any User guides, documentation, policies, and rules referenced herein, posted on the Platform, or otherwise communicated to you in connection with your access to or use of the Platform.
B. Amendments. We may amend the Terms of Use at any time and without prior notice; in such cases, we will post the updated version on the Platform and update the “Effective Date” at the top of the Terms. By continuing to access or use any aspect of the Platform after we have posted an updated version of the Terms, you agree to be bound by the amended Terms. If the amended Terms are not acceptable to you, your only recourse is to stop using the Platform. No other amendment to the Terms will be binding on Datasent, unless it is in writing and signed by an authorized representative of Datasent.
3. ACCESS AND USE; ACCOUNT
A. Access and Use. Subject to your compliance with the Terms and timely payment of any related fees (if applicable), Datasent grants you limited non-exclusive, non-transferable, non-assignable, and non- sublicensable access to use the Platform, solely as provided by Datasent and in a manner permitted by these Terms. In order to use the Platform, you must register for a Datasent account (as set forth in more detail below), and provide and maintain, at all times, complete, accurate, and up-to-date account information. If you access and use the Platform through an App, you must download such App on your smartphone or other mobile device. We reserve the right to modify or discontinue the Platform, in whole or in part, at any time, for any reason or no reason, with or without notice to you. We may develop and provide upgrades, bug fixes, patches, and other error corrections and/or new features, functionalities, tools, or content (collectively, “Updates”) for Apps. All Updates are part of the applicable App and subject to these Terms. If you do not promptly download and install all Updates, portions of the applicable App may not properly function or operate.
B. Account. You must register for an account to use our Platform. If you access or use the Platform, you agree to provide complete, accurate, and up-to-date information during the registration process; to update such information as necessary to ensure that it remains complete, accurate, and up-to-date at all times; to safeguard and not disclose your username or password to any third party; and to immediately notify Datasent of any unauthorized access or use of your account. You are responsible for any and all activities or actions on or through your account, whether or not you have authorized such activities or actions. We are not liable for any loss or damage arising from your failure to comply with the above requirements.
4. USE OF BLOCKCHAIN TECHNOLOGY; THIRD-PARTY DEPENDENCIES
Our Platform utilizes a purpose built proprietary blockchain and associated protocols that may rely, in whole or in part, on the operations or actions of third parties (collectively, “Third- Party Dependencies”).
You understand, acknowledge, and agree that we have no control over, cannot and do not guarantee, and disclaim all responsibility and liability for these Third-Party Dependencies, including, without limitation, their respective uptimes, functionalities, and availabilities. You understand, acknowledge, and agree that any change in the features or operative functionality of any third-party dependency may impact the features or operative functionality of the platform, and if there is any failure of one or more Third-Party Dependencies, you may be temporarily or permanently unable to access, view, or otherwise utilize the Platform, in whole or in part.
You further understand, acknowledge, and agree that there are inherent and associated risks with using Internet- and blockchain-based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information you have provided in connection with your access to or use of the Platform.
You also understand, acknowledge, and agree that information provided in connection with the platform, which is recorded on one or more blockchains in relation to your use of the platform, cannot be modified or deleted once recorded, and that Datasent cannot delete such recorded information.
5. NO ENDORSEMENTS
The Platform may provide links to, or otherwise incorporate, third-party websites, resources, content, or services (collectively, “Third-Party Material”). DATASENT IS NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY OTHER THIRD PARTY FOR THE ACCURACY, VALIDITY, SUFFICIENCY, AUTHENTICITY, OR COMPLETENESS OF ANY THIRD-PARTY MATERIAL, OR THE AVAILABILITY, TERMS, OR PRACTICES OF ANY PROVIDER OF SUCH THIRD-PARTY MATERIAL. USE OF OR LINKS TO THIRD-PARTY MATERIAL ON OR THROUGH THE PLATFORM DOES NOT IMPLY ANY ENDORSEMENT, WARRANTY, OR GUARANTEE BY DATASENT OF SUCH THIRD-PARTY MATERIAL OR THE PROVIDERS THEREOF. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF ANY AND ALL THIRD-PARTY MATERIAL, AND FROM YOUR DECISION TO TRANSACT OR ENGAGE WITH ANY PROVIDER OF THIRD-PARTY MATERIAL OR TO ENGAGE WITH ANY CURRENT OR FUTURE CONTENT, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH SUCH PARTIES’ WEBSITES OR SERVICES.
6. USER CONDUCT GUIDELINES
You warrant that you shall not, directly or indirectly, attempt to or actually:
access or use the Platform or a Customer Website to violate any laws or regulations, or to infringe the rights (including intellectual property, privacy, or publicity-related rights) of any third party;
access, copy, reproduce, distribute, share, publish, use, store, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any component of or content, in whole or in part, made available in connection with the Platform, except as expressly permitted by these Terms;
rent, lease, lend, sell, license, assign, distribute, publish, transfer, or otherwise commercially exploit, transfer or grant rights in or to, or make available the Platform or a Customer Website to any third party, except as expressly permitted by these Terms;
bypass, circumvent, or breach any security device or protection used for or contained in the Platform (including by attempting to access or use the Platform despite being temporarily or permanently prohibited or blocked from doing so);
interact with the Platform by “scraping,” “crawling,” or “spidering” the Platform, or by any means other than through the currently available and published interfaces that are made available by Datasent;
use, display, mirror, or frame the Platform, in whole or in part, or any intellectual property or proprietary information of Datasent without Datasent’s express written consent;
interfere with, disrupt, damage, or compromise the Platform, our systems, or the access of any User or Business Customer;
reverse engineer, disassemble, decompile, decode, or adapt the Platform or any Customer Website, or otherwise attempt to derive or gain access to any of the source code or software, in whole or in part, used to provide the Platform or any Customer Website;
use the Platform for purposes of (i) benchmarking or competitive analysis of the Platform or its underlying software, (ii) developing, using, or providing a competing software product or service, or (iii) any other purpose that is to Datasent's detriment or commercial disadvantage; or
otherwise use the Platform or a Customer Website for any purpose or application not permitted by these Terms, abuse the Platform or a Customer Website, or breach the Terms.
Datasent reserves the right to monitor access to or use of the Platform by any User, and to investigate and prosecute all reports, complaints, and claims or other suspected misconduct or violations of these Terms or the law to the fullest extent permitted by law. You agree to cooperate with and assist, in good faith, Datasent or its representative(s) in connection with any such investigations, including by providing us with such information as we may reasonably request.
7. ACCOUNT TERMINATION, SUSPENSION, AND CANCELLATION
If you wish to terminate your account, you may simply discontinue using the Platform.
We may, in our sole discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to limit, suspend, deactivate, or cancel your account and take technical and legal steps to prevent you from accessing or using our Platform at any time and for any reason, including, but not limited to, your failure to comply with the Terms, or for no reason. If Datasent has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until such breach is cured or otherwise resolved to Datasent’s reasonable satisfaction. When an issue concerning a User arises, including but not limited to the User’s actual or suspected breach of these Terms, we reserve the right to consider such User’s use history and the specific circumstances giving rise to and/or otherwise surrounding the issue in applying our policies and making related determinations. If we terminate your account for any reason, such termination will be effective immediately.
8. INTELLECTUAL PROPERTY; USER CONTENT; FEEDBACK; PRIVACY
A. Intellectual Property. The Platform, including all features, functionalities, tools, and content thereof, are protected by copyright, trademark, patent, and other laws of the United States. You acknowledge and agree that, as between you and Datasent, the Platform, all associated documentation, and all intellectual property rights therein, and all trade names, logos, and other trademarks and service marks associated with Datasent, whether or not registered (the “Datasent Marks”), are the sole and exclusive property of Datasent (collectively, the “Datasent IP”). You shall not remove, alter, or obscure any Datasent Marks, patent marking, or other intellectual property or proprietary rights indicia or notices incorporated in or accompanying the Platform, or use the Datasent Marks without our prior written consent. No licenses or rights are granted to you, by implication or otherwise, in or to any Datasent IP or any other intellectual property rights owned or controlled by Datasent or its licensors, except as expressly provided in these Terms. Any and all rights not expressly granted to you under these Terms are hereby reserved by Datasent.
B. Feedback. If you choose to provide us with feedback, comments, ideas, and suggestions for improvements, enhancements, or modifications to the Platform (“Feedback”), you agree that all such Feedback will be the sole and exclusive property of Datasent. You hereby irrevocably transfer and assign to Datasent all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein.
C. Privacy. User Content may include personal information. We process personal information and other information about Users in accordance with our Privacy Policy. By accessing or using the Platform, you warrant that you have read and understand our Privacy Policy. You further acknowledge and understand that your use of the Platform will result in our collection of data and information you generate, that we may use such data and information in an aggregated and anonymized way pursuant to our policies and in compliance with applicable law, and that such aggregated and anonymized data and information does not constitute User Content and is not subject to the Privacy Policy.
D. Processing on Behalf of Business Customers. Under certain circumstances, we process and share personal information on behalf of our Business Customers who have entered into an agreement with us and incorporated our proprietary software into their respective Customer Websites, and where you have visited such Customer Website(s) and utilized our Platform in connection therewith. Where processing on behalf of our Business Customers, we do not control the respective information being processed, and instead process such information at the applicable Business Customer’s instructions. Please see the applicable Business Customer’s privacy policy for more information about how such Business Customer processes your personal information.
9. CONFIDENTIAL INFORMATION
"Confidential Information" means all trade secrets, customer lists, product designs, business and financial information, business methods, procedures, know-how, and other information of any kind that relates to the business, products, or services of either you or Datasent (each, a “Party”) that would lead a reasonable person to believe such information is confidential. For avoidance of doubt, Datasent IP and Feedback shall be considered Confidential Information of Datasent. Confidential Information shall not include information which (a) is or becomes generally available to the public, other than as a result of a disclosure by the Party receiving Confidential Information (the "Receiving Party"), (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the other Party (the "Disclosing Party"), (c) becomes available to the Receiving Party on a non-confidential basis from a source which, to the Receiving Party’s knowledge, was not bound by a confidentiality agreement with the Disclosing Party or by some other contractual, legal, or fiduciary obligation of confidentiality with respect to such information, or (d) was developed independently by the Receiving Party without reference to the applicable Confidential Information.
The Receiving Party may use Confidential Information of the Disclosing Party solely for the purposes of operating or using the Platform, as the case may be, or exercising its rights or performing its obligations under the Terms, and will disclose the Confidential Information of the Disclosing Party only (a) to the employees or contractors of, or other persons associated with, the Receiving Party who have a need to know such Confidential Information in connection with or for the purposes of these Terms and who are bound by confidentiality obligations at least as protective of the Disclosing Party as those contained herein, or (b) to the extent legally required, as based on the advice of legal counsel, and then only after giving the Disclosing Party prior notice of such required disclosure, to the extent legally permissible, so that the Disclosing Party may pursue injunctive relief barring such disclosure if it so chooses. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, and will so protect with no less than reasonable care.
10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
DISCLAIMER OF WARRANTIES. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, OR ANY REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM, INCLUDING ANY TEXT, DATA, RECORDS, INFORMATION, AND OTHER CONTENT THAT MAY BE STORED, SHARED, OR OTHERWISE MADE AVAILABLE OR CAUSED TO BE MADE AVAILABLE BY DATASENT OR BY USERS ON OR THROUGH THE PLATFORM, WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM AND THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DO NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, DATASENT DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.
THE PLATFORM AND APPLICABLE CUSTOMER WEBSITES USE OR INTEGRATE BLOCKCHAIN TECHNOLOGY IN THEIR OPERATIONS, AND RELY ON RECORDS MAINTAINED ON ONE OR MORE BLOCKCHAINS TO PROVIDE THE PLATFORM’S SERVICES. ALL RECORDATION ON SUCH BLOCKCHAIN(S) IS FINAL, PERMANENT, AND IMMUTABLE, AND DATASENT CANNOT, AND SHALL NOT BE OBLIGATED TO, REVERSE, OR REMOVE ANY BLOCKCHAIN TRANSACTION RECORDED IN RELATION TO THE USE OF THE PLATFORM. ACCORDINGLY, DATASENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY CONNECTED TO SUCH BLOCKCHAIN RECORDATION. FURTHER, DATASENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY CONNECTED TO ANY EXPLOITATION, VULNERABILITY, OR OTHER FORM OF FAILURE OR MALFUNCTIONING OF APPLICABLE BLOCKCHAIN(S) OR ANY RELATED FEATURES, INCLUDING ANY TECHNICAL NODE ISSUES OR ANY OTHER ISSUE THAT MAY RESULT IN LOSSES OR INJURY TO YOU. IN ADDITION, DATASENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES INCURRED BY YOU AS A RESULT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO OR ACTIVITIES AGAINST THE APPLICABLE BLOCKCHAIN(S), INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK.
IN NO EVENT WILL DATASENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL
OR EQUITABLE THEORY OR CAUSE OF ACTION, AND REGARDLESS OF WHETHER DATASENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, DATASENT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE SHALL BE LIMITED TO TWENTY-FIVE UNITED STATES DOLLARS (US$25). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION; ACCORDINGLY, THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, SHOULD THE FOREGOING LIMITATION OF LIABILITY BE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE PLATFORM MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND DATASENT, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. INDEMNIFICATION
To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Datasent, its parent, subsidiaries, affiliates, licensors, and service providers, and its and their officers, directors, shareholders, agents, employees, and representatives, harmless (collectively, “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs, and expenses, including in connection with any bodily injury, illness, death, or damage to any real or personal property, or any other injuries, losses, or damages of any kind (whether compensatory, direct, incidental, consequential, or otherwise), and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (a) your access to or use of the Platform or any Customer Website, (b) your User Content, (c) your breach of the Terms, and (d) your gross negligence or willful misconduct.
12. GOVERNING LAW; DISPUTE RESOLUTION; NO CLASS ACTION
A. Governing Law; Dispute Resolution. The Terms shall be governed by and interpreted in accordance with the laws of State of Delaware without regard to conflict of law principles. All disputes, claims, controversies, and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (the “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in New York, New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple-plaintiff, or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.
Subject to the above arbitration provisions, you and Datasent agree that any and all disputes, claims, and actions, at law or in equity, arising out of or relating to or in connection with (a) these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or (b) the use of the Platform (collectively, “Disputes”) shall be commenced in the federal or state courts located in New York, New York, and you and Datasent agree that such courts shall have exclusive jurisdiction and venue for any such actions, except that Datasent retains the right to submit a Dispute to any court of competent jurisdiction. Datasent may also seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action, or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.
B. No Class Action. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THESE TERMS OF USE; ACCORDINGLY, YOU AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You have the right to opt out and not be bound by the above arbitration and waiver of class action provisions by sending written notice of your decision to opt out to 5900 Balcones Drive, Suite 8043, Austin, TX 78731 within thirty (30) days of your earliest access or use of the Platform
13. MISCELLANEOUS
A. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between you and Datasent regarding your access to and use of the Platform, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Datasent regarding the subject matter hereof.
B. Assignment. You shall not assign, transfer, delegate, or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our prior written consent.
C. Relationship. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Terms.
D. Application. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
E. No Waiver. Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation, or breach, and the exercise by either party of any of its remedies under the Terms will be without prejudice to its other available remedies.
F. Enforceability. Except as otherwise provided in these Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void, or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
G. Survival. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms or your access to or use of the Platform shall survive such expiration or termination.
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