Master Service Agreement for Subscription Services
By signing an Order (as defined below) with DemandLab LLC (“DemandLab”) that references this Master Service Agreement for Subscription Services (“MSASS”), the customer identified in the Order (“Customer”) agrees to be bound by the terms and conditions of this Agreement.
1. Scope
1.1 Should any terms in this document conflict with the existing Master Services Agreement (MSA) with DemandLab, the terms in the existing MSA supersede any written in this document.
1.2 These Terms and Conditions shall apply to Customer’s use of DemandLab’s Subscription services, (“Service” or “Services”) identified in one or more ordering documents signed by the parties, including any exhibits thereto (each a “Subscription Agreement“, “Order” or “Orders”). These Terms and Conditions, and all Orders (collectively referred to as the “Agreement”) represent the parties’ entire understanding regarding the Services and shall control over any different or additional terms of any purchase order, and no terms included in any such purchase order shall apply to the Services. In the event of a conflict between these Terms and Conditions and an Order, the terms of the Order shall control.
All capitalized terms not defined herein shall have the meanings attributed in the Order.
1.3 By using the DemandLab Subscription Services, Customer agrees to be bound by the MSASS terms without any reservations, modifications, additions or deletions. If you are an individual using the Service on behalf of a corporation or other registered organization (“Legal Entity”), you represent and warrant that you have the capacity and authority to enter into the MSASS on behalf of the Legal Entity, and hereby agree to be bound by the terms of the MSASS on behalf of that Legal Entity.
1.4 The terms and conditions in this Subscription Agreement supersede and replace any and all previous versions of this Subscription Agreement, and any and all other agreements, proposals, and communications between you and DemandLab related to the products and services identified herein except as noted above in section 1.1 regarding existing Master Services Agreements. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Subscription Agreement. Continued use of the Service after any such changes shall constitute consent to such changes.
1.5 DemandLab reserves the right, at any time and without prior notice, to modify or replace any of the Subscription Agreement. Any changes to the Subscription Agreement can be found at https://www.demandlab.com/msa-subscription-services. It is the responsibility of the Customer to check the Subscription Agreement periodically for changes. Customer use of the Service following the posting of any changes to the Subscription Agreement constitutes acceptance of those changes. If there are any significant changes to the Subscription Agreement that materially affect your relationship with DemandLab, Customer will be notified upon logging in to the Service or via email.
2. Description of Service
2.1 Digital Channel Attribution Tracking Service is an online marketing attribution linkage service (the "Service"). Customer use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis.
2.2 The Service integrates to a single (1) paired Engagement Platform (“EP”) and Customer Relationship Management (“CRM”) instance combination. An individual instance of the Service is required for each unique EP/CRM paired integration.
2.3 DemandLab reserves the right to enhance, upgrade, improve, or modify features of Services as DemandLab deems appropriate and at DemandLab discretion. DemandLab will not materially reduce the core functionality (as set forth in 2.1 and 2.2) or discontinue any Services unless DemandLab provides the Customer with prior written notice. DemandLab may offer additional functionality to DemandLab standard Services or premium feature improvements for an additional cost.
3. Proper Use
3.1 Customer agrees that it will use the Service in compliance with all applicable local, provincial, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. Customer shall not authorize or encourage any third party to:
i. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by DemandLab;
ii. use the Service for any fraudulent or inappropriate purpose;
iii. resell, duplicate, reproduce or exploit any part of the Service without the express written permission of DemandLab;
iv. use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Violation of any of the foregoing may result in immediate termination of this MSASS, and may subject you to provincial, state and / or federal penalties and other legal consequences.
4. Ownership: Subscription Services; Customer Data; Statistical Information
4.1 Subscription Services
Customer acknowledges that the Subscription Services are offered online on a subscription basis. DemandLab reserves all rights, title and interest in and to the Subscription Services, including any software or documents related to or provided with the Subscription Services and all intellectual property rights and derivatives, modifications, refinements or improvements thereto. DemandLab may regularly update the Service with new features, bug fixes, etc.
4.2 Customer Feedback
Occasionally, DemandLab may seek Customers feedback and suggestions for the Service (“Feedback”). Users may provide Feedback for the Service, which DemandLab may (or may not) implement. DemandLab shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. Customer hereby irrevocably assigns all right, title and interest in and to the Feedback to DemandLab and waive in favor of DemandLab, its successors and assigns all your moral rights in the Feedback.
Customer acknowledges and agrees that, by providing any Feedback to DemandLab, you are not entitled to any compensation or reimbursement of any kind from DemandLab under any circumstances.
4.3 Customer Data
Customer owns all data, information or material originated by Customer or that Customer provides in the course of using the Subscription Services, including information regarding Customer’s social networking connections, followers or other contacts activated through use of the Subscription Services (“Customer Data”). Customer will be solely responsible for
i. the accuracy, quality, content, legality and use of Customer Data, including the means by which Customer Data is acquired and transferred by Customer outside of the Subscription Services; and
ii. all applicable social networking terms and conditions related to procurement and use of Customer Data.
4.4 Statistical Information
DemandLab may monitor Customer’s use of the Subscription Services and compile Customer Data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of the Subscription Services and may make such information publicly available, provided that such information does not include any data that would enable the identification of Customer or Customer Data, or the disclosure of Customer Confidential Information. DemandLab retains all rights, title and interest in and to such statistical and performance information.
5. Subscriptions and Payment Terms
5.1 The Customer shall pay all fees set forth in an Order and existing MSA. All fees in the Order are non-cancelable and non-refundable.
5.2 DemandLab reserves the right to update the price for Services at any time after Customer Initial Term, and price changes will be effective as of Customer next billing cycle. DemandLab will notify Customer of any price changes by publishing on our website, emailing, quoting or invoicing Customer.
6. Cancellation and Termination
6.1 The Agreement shall commence as of the date set forth in the first Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the Term in any current Order. All sections of the Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
6.2 The Initial Term commitment for Customer purchase of Services will be as specified on an Order and begins on the Effective Date.
6.3 Customer is solely responsible for notification of cancellation of the Subscription. The Customer must send a cancelation notice to support@DemandLab.com. The Customer must pay any amount due and owing before the termination is effective. There will be no refund if Customer cancels the Service before the end of the Initial Term.
6.4 The Customer may terminate its Subscription with 30 days notice after the Initial Term.
6.5 There is no cancellation fee.
6.6 Terminating specific Services does not affect the term of any other Services still in effect. If DemandLab permits Customer to reinstate Services at any time after termination, Customer agrees that Customer will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.
6.7 DemandLab may at any time and for any reason terminate the Service, terminate this MSASS, or suspend or terminate the access to the Service.
6.8 If the Agreement or any Services are terminated, Customer will immediately discontinue all use of the terminated Services, except upon request, DemandLab will provide Customer with limited access to the Services for a period not to exceed 30 days, solely to enable Customer to retrieve Customer data from the Services. DemandLab does not have any obligation to maintain Customer data after that period. Neither party will be liable for any damages resulting from the termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date.
7. Representations, Disclaimer of Warranties, Indemnities
7.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond DemandLab's reasonable control, but DemandLab shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled unavailability of the Services.
7.2 Except for the express warranties set forth herein, DemandLab and its third-party providers hereby disclaim all express or implied warranties with regard to the services, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and quality. DemandLab and its third-party providers make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the services or the results Customer may obtain by using the services. Without limiting the generality of the foregoing, DemandLab and its third-party providers do not represent or warrant that
i. the operation or use of the services will be timely, uninterrupted or error-free; or
ii. the quality of the services will meet Customer's requirements. Customer acknowledges that neither DemandLab nor its third-party providers controls the transfer of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. DemandLab is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by DemandLab, the services are provided to the Customer on an "as is" basis.
8. Limitation of Liability
8.1 Limitation on Indirect Liability
Neither party will be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other such damages, including, without limitation, damages arising out of or relating to:
- loss of data,
- loss of income,
- loss of opportunity,
- lost profits, or
- costs of recovery,
however caused and based on any theory of liability, including, but not limited to, breach of contract, tort (including negligence), or violation of statute, whether or not such party has been advised of the possibility of such damages. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply.
8.2 Limitation On Amount Of Liability
Except for customer indemnification obligations, and to the extent permitted by applicable law, the total cumulative liability of either party and their respective licensors and suppliers arising out of this agreement is limited to the sum of the amounts paid for the applicable service during the 12 months immediately preceding the incident giving rise to the liability. The foregoing does not limit customer obligations to pay any undisputed fees and other amounts due under any order.
9. Data Privacy and Protection
9.1 DemandLab’s Subscription Service does not collect, process or store any personally identifiable information (“PII”) and is not subject to sub-processor definitions under general privacy regulations. The Customer acknowledges the Service is exempt from such regulations.
Last updated: July 13, 2022