HAT DATABUYER BUSINESS TERMS
1. What's in these Terms?
- Acceptable Use Policy and
- Privacy Notice
which can be found here https://hatdex.org/legal/ (collectively the " Terms")apply to organisations or individuals acting in a business capacity and acquiring data through the HATDeX DataBuyer Service and HATDeX Platform.
To make it easier for you to read our Terms, we have included a glossary of certain terms (see section 6 below) that we use so that you can understand what we mean when we refer to them.
2. Who we are and how to contact us
The Services and Platform are operated and provided by HAT Data Exchange Ltd (" we", " us" or " our"). We are a private limited company registered in England and Wales under company number 09821157and have our registered office at The Cottages, 8 Comberton Road, Barton, Cambridge, CB23 7BA.
To contact us, please email firstname.lastname@example.org or write to us at HAT Data Exchange Ltd, The Cottages, 8 Comberton Road, Barton, Cambridge, CB23 7BA addressed to Andrius Aucinas, CEO.
3. By using our Services & Platform you accept these Terms
By accessing, browsing, registering for a Business DataBuyer Account and/or otherwise using our Services and Platform, you confirm that you have read, understood, accept our Terms and that you agree to comply with them. If you do not agree with our Terms, you must not access and/or use our Services and Platform. We recommend that you print a copy of these Terms for future reference.
4. We may make changes to these Terms
We may revise our Terms from time to time and will post the most current version on our Website as soon as possible after the revised Terms become effective. Also, if there are any major changes to our Terms, we will notify you by, for example, sending a message to the email address associated with your account, or posting a notice on our blog.
Each time you wish to use our Services and Platform, please check the Terms to ensure you understand the Terms that apply at that time. By continuing to use or access our Services and Platform after the revisions come into effect, you agree to be bound by the revised Terms.
5. We may make changes to our Services and Platform
We may also update and change our Services and Platform from time to time to, amongst other things, reflect changes to our users' and your needs and our business priorities. We will try to give you reasonable notice of any major changes.
|Business DataBuyer||A corporation, company, partnership, LLP or any other incorporated entity or sole trader having a Business DataBuyer Account|
|Business DataBuyer Account||An account allowing a Business DataBuyer to issue Data Offers in accordance with these Terms|
|Data Offer||A Business DataBuyer offer approved by HATDeX to acquire HAT Owner Data through data debit permission on the HAT Microserver in return for rewards (incl. but not limited to) cash, one or more vouchers or one or more services|
|Data Offer Request||A Business DataBuyer's request to authorise a Data Offer|
|is a request for a data debit permission to collect HAT data allowing researchers, marketers and organisations to ask for first party data directly from individuals|
|Databuyer Service||The HATDeX DataBuyer Service where (a) Business DataBuyers can create Data Offers, and (b) Users can view and accept Data Offers|
|HAT||A HAT Owner's personal microserver data account associated with an individual's Personal HAT Address (PHATA) of which they are the Owner|
|HAT Community Foundation||The Foundation, a company limited by guarantee registered in England and Wales with company number 9933330|
|HAT Data||Data, content and other information assets (such as the calendar, photos and notes) with which a HAT owner populates their HAT, including but not limited to, Personal Data, files, email messages, contacts, geolocation etc.|
|HAT Owner||A HAT Owner using DataBuyer services and transferring their data through the HATDeX Platform under these Terms|
|HATDeX Platform||A HAT personal data platform of HAT Microservers set-up and operated by HATDeX including HATDeX platform services and other HAT enabled applications and data plugs|
|Overall Cash Data Offer Price||The overall amount of money that a Business DataBuyer offers to the maximum number of Users set out in a Data Offer Request|
|Services||The provision of data acquisition services to HAT Owners|
|System||The cloud computing solution for providing the Services and other of our services, including (but not limited to) applications (whether mobile, desktop of other applications), software, widgets, tools, hardware, databases, data, APIs, interfaces, associated media, documentation, updates, new releases and other components or materials|
|Your Data||Data content, content, personal and other information assets you include in your Data Offers or otherwise upload to and/or make available through our Services and Platform|
If you are sole trader, our Services and Platform are not intended for and may not be used by you if you are under the age of 18. By using our Services and Platform and accepting these Terms, you warrant and represent that you are at least 18 years old .
We will provide our Services and Platform in accordance with these Terms.
You warrant and represent that you will comply with these Terms and comply with all applicable laws, including (but not limited to) the applicable data protection laws. You grant us the right to conduct any activity necessary for the maintenance and support of our Services and Platform. You agree to cooperate with us upon our request in order to (including, but not limited to) investigate service outages or suspected breaches of the Terms or applicable laws.
You must maintain all necessary certifications and registrations required by the HAT Community Foundation and comply with all Foundation rules and protocols as may apply to your activities in relation to the Service and Platform from time to time. Any failure to comply with the requirements of this provision shall be deemed to be a material breach of the Terms.
9. Your Business DataBuyer Account
In order to use our Services and Platform you need to register on our Platform and create a Business DataBuyer Account. To do that, you must follow all of the instructions given during the registration process. You must ensure that any email address you provide during registration is and remains valid and that you promptly respond to any request to validate the address. You must ensure that all the information you enter in your DataBuyer Account is accurate, current and complete.
It is your responsibility to:
- (a) protect against unauthorised access to your Business DataBuyer Account
- (b) not share and otherwise ensure no-one else uses your Business DataBuyer Account
- (c) log off or exit from your Business DataBuyer Account when not using it
- (d) keep your password or other access information secure and secret, and
- (e) maintain good internet security.
If your email account is compromised this could allow access to your Business DataBuyer Account if you have given us those details and/or permitted access through your email account. If your email account is compromised it could be used to ask us to reset a password and gain access to your Business DataBuyer Account. You must keep all of your Business DataBuyer Account details secure. If you think that your email account has been compromised you should change your Business DataBuyer Account registration details, and in particular make sure your compromised email account does not allow access to your Business DataBuyer Account. You should also tell us as soon as possible after you become aware of this, so that we can try to help you keep your Business DataBuyer Account secure and, if necessary, warn anyone else using our Platform who could be affected.
It is our right to suspend or terminate your Business DataBuyer Account credentials at any time if you do not comply with your obligations set out in this section.
10. Data Offers
You may create a Data Offer Request by filling out the form available in your Business DataBuyer Account. The following requirements must be fulfilled:
- You must set the minimum number of Users that must accept a Data Offer in order for such a Data Offer to be valid
- You must set the maximum number of Users that can accept your Data Offer. Once the maximum number of users accepting your Data Offer has been achieved, Users will no longer be allowed to accept your Data Offer
- You must set the expiration date of your Data Offer
- You need to request our authorisation to issue one or more of the following types of Data Offers:
(a) Data Offer whose reward is one or more vouchers allowing Users to obtain free access to or a discount on products or services (" Voucher Data Offer")
(b) Data Offer whose reward is the provision of one or more services (" Service Data Offer"), and
(c) Data Offer whose reward is an online payment in UK Pound Sterling of an amount of money that you determine (" Cash Data Offer").
We review all Data Offer Requests prior to making a Data Offer available to our Users. It is in our sole and absolute discretion whether to allow a Data Offer to be made available to our Users and our decision is final.
When issuing a Data Offer, you warrant and represent that you:
- (a) have adopted adequate measures for the protection of the Personal Data (whether it is User Data or Your Data)
- (b) will process such Personal Data in accordance with all the applicable data protection laws
- (d) have done and will do such other acts as required by applicable data protection laws to ensure that you comply and remain compliant with such data protection laws.
When receiving User Data from a User as a result of a Data Offer, you agree to use such User Data exclusively for the purposes stated in the "purpose" field of the Data Offer form. You shall not share such User Data with third parties, unless you expressly state that you may do so in the "purpose" field of the Data Offer form. You must identify the third parties with whom you intend to share the data.
11. Fees, payments & refunds for Data Offers
The issuance of Data Offer Requests is subject to certain fees as described in our Business DataBuyers' pricing page. The following fees (" Fees") apply to all Data Offers:
- (a) a fixed gateway fee required for the issuance of the Data Offer (" Fixed** Gateway Fee**"), and
- (b) an additional fee tied to the specific Data Offer (" Additional Fee").
We reserve the right to change the Fees at any time and for whatever reason. However, we will notify you before making any changes to the Fees.
The Fees, as well as the Overall Cash Data Offer Price when applicable, are charged to your payment instrument when you issue a Data Offer Request.
You are entitled to a refund in the following circumstances:
- (a) if we reject your Data Offer Request, then the Fees and the Cash Data Offer Price where applicable, will be refunded on your payment instrument
- (b) when a Cash Data Offer expires and has been accepted by less than the minimum number of Users you set, then the Fees and the Cash Data Offer Price will be refunded on your payment instrument, and
- (c) when a Cash Data Offer expires and has been accepted by at least the minimum number of Users and less than the maximum number of Users you had set, the difference between the Overall Cash Data Offer Price and the Individual Cash Data Offer Price paid to each User accepting the Data Offer will be refunded on your payment instrument.
When a Cash Data Offer has been accepted by the maximum number of Users you had set, you are not entitled to any refund. You are not entitled to any refund in case of suspension or termination of the Data Offer for your breach of these Terms.
Unless otherwise expressly stated in the Terms or the invoices for the payment of the Fees, all amounts due to us under this section do not include any tax on value added, goods, services, sales, use, property, excise and any other tax, import or export duty or levy imposed in connection with Data Offer Requests (" Tax"). When required by the law to collect a Tax, we will include such Tax in your invoice and you must either pay such Tax or provide evidence of your exemption from the Tax. Any obligation to pay any Tax that you, as a Business DataBuyer, may be required to pay under any applicable law shall be borne exclusively by you. You agree to cooperate with us by providing accurate and adequate information, as determined by us, to determine whether any Tax is due. All payments to us in connection with Data Offers shall be made without any withholding or deduction for any Tax, unless you are legally required to make a withholding or deduction.
13. Your Data & User Data
We do not access Your Data except as necessary to provide the Services and Platform or as required to do so in accordance with these Terms or applicable laws.
14. Intellectual Property Rights
When using our Services and Platform you retain any right, title or interest in:
- (a) Your Data, and
- (b) your trade secrets, inventions, trademarks, copyright and other intellectual property
but grant us a non-exclusive and revocable licence to use such intellectual property only to the extent required to facilitate the Services and Platform.
Our Services and Platform are protected by intellectual property rights in accordance with English and foreign laws. These Terms do not grant you any right, title or interest in any of our Services and Platform, in our trademarks, logos and other intellectual property rights and in the content of Users of our Services and Platform.
We respect intellectual property rights. To this end, we allow anyone to file notices of alleged intellectual property rights infringements in relation to:
- (a) the use of our Services and Platform, and
- (b) any content of Users of our Services and Platform.
When we consider an intellectual property rights infringement claim to be founded, we reserve the right to delete or disable content alleged to be infringing and suspend or terminate the accounts of the infringing parties. If you would like to file a notice of alleged intellectual property rights infringement, please email us at email@example.com as soon as possible.
15. Suspension & Termination
You may terminate your Business DataBuyer Account by:
- (a) sending notice in writing to firstname.lastname@example.org confirming such termination (please note it may take up to 30 days for us to action your request to terminate your account) or
- (b) clicking on the deactivation link in your DataBuyer Account settings and thereafter ceasing to use our Services and Platform.
- (a) suspend your access and/or use of our Services and Platform
- (b) terminate these Terms at any time in our absolute and sole discretion without incurring any liability if:
- we elect at our discretion to cease providing access to and/or use of our Services and/or Platform in the jurisdiction where you reside or from where you are attempting to access and/or use our Services and/or Platform
- we believe that you acted or are acting in breach of these Terms and/or applicable laws
- you fail to cooperate with our investigations relating to the provision of our Services and/or Platform in the case of suspected breaches and/or technical faults
- we believe that your Business DataBuyer Account has been accessed by an unauthorised third party or its security has been compromised in any way
- we consider the suspension necessary to prevent any harm to our Services, Platform, network, Users, business partners, interests, reputation and/or good will or any other interest whatsoever
- we are required by law or by a governmental authority to suspend access to and/or use of our Services and/or Platform
- you fail to validate your Business DataBuyer Account in accordance with these Terms
- these Terms expressly allow us to do.
We will notify you if we suspend your access to and/or use of our Services and/or Platform.
Upon termination of these Terms:
- (a) the rights granted by us to you will cease immediately, and
- (b) any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination will survive.
Suspension or termination by us of these Terms shall not affect any of our rights, remedies, obligations or liabilities that have accrued up to the date of suspension or termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of suspension or termination.
You should back up any of Your Data stored in your Business DataBuyer Account because you may not be able to access that data following suspension or termination of your Business DataBuyer Account.
16. Our liability to You
We do not exclude or limit our liability or the liability of our officers, and/or employees, or the liability of our agents, affiliates, distributors and/or contractors (as well as their officers, employees, agents, affiliates and/or contractors) for:
- (a) death or personal injury caused by negligence
- (b) fraudulent misrepresentation.
To the fullest extent permitted by law, we or any of the parties identified above shall not under these Terms be liable for:
- (a) any indirect, special, incidental, exemplary, or consequential loss or damages of any kind
- (b) any loss of profit or income
- (c) any loss of business or business opportunity
- (d) any loss or corruption of data
- (e) any loss of anticipated savings or revenue
- (f) any punitive damages
- (g) any loss of goodwill or reputation
- (h) any other loss that could have been avoided by the damaged party's use of reasonable diligence.
This will be regardless of whether or not we or any of the parties identified above have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.
We will not be in breach of these Terms if the failure to perform any of our obligations is due to an event beyond our control, such as failure of part of the power grid,ISP equipment failure, host equipment failure, communications network failure, power failure, legal restrictions and censorship, failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes, terrorism, or other events of a magnitude or type for which it is not possible for us to take precautions against such events.
If despite the above, we are found liable by a court of law or regulatory authority for any loss or damage which arises out of or in connection in any way with our performance of these Terms, then the total aggregate liability of ourselves and/or any of the parties identified above will in no event exceed the total Fees paid by you in the 12 months prior to when the claim accrued.
If an unaffiliated third party makes an allegation, threats or brings claims, demands, suits, or proceedings ("Claim(s)") against:
- (a) us, our officers, and/or employees
- (b) ur agents, affiliates, distributors and/or contractors (and/or their officers, employees, agents, affiliates and/or contractors) (collectively, " Injured Parties")
- (a) your breach of these Terms
- (b) violation of any applicable law and/or any third party rights, and/or
- (c) your use of our Services and/or Platform
then you will indemnify us against any recoveries, losses, damages, fines, penalties and/or other costs and expenses of any kind or nature including (but not limited to) reasonable legal fees, costs and expenses that the Injured Parties incur as a result of such Claims.
The obligation set out above includes claims arising out of acts or omissions of:
- (a) your officers, employees, agents, affiliates, contractors
- (b) any person that you authorised to access and/or use the Services and/or Platform, and/or
- (c) any person who gains unauthorised access to and/or use of the Services and/or Platform due to your failure to adopt reasonable security measures.
We will notify you in writing of such Claim and you hereby grant us sole control of its defense and settlement. Upon our request, you will cooperate in all reasonable respects with us in the investigation, trial, and defense of such Claim and any appeal arising from it. Failure to notify you of such Claim shall not relieve you of your obligations under this section but such Claim shall be reduced to the extent of any damages attributable to such failure.
While we strive to provide Services and Platform of the highest attainable quality, we cannot guarantee that it will always be feasible. To the fullest extent permitted by the law, we and our agents, affiliates, distributors and/or contractors make no warranties, either express or implied, about the quality of our Services and Platform. The Services and Platform are provided on an "AS IS" basis. We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement.
19. Test Services
Please note that we occasionally release services that we would like to test or evaluate on the Platform - they will be marked as 'beta', 'preview', 'early access', 'evaluation' or similar terms (" Test Services"). You acknowledge that these Test Services may not be as reliable as other Services or features provided by us and subject to these Terms. You agree to provide prompt feedback on your experience with the Test Services when so requested. You hereby assign any intellectual property rights to feedback from you to us. You agree that we may use your feedback for any purpose including product development purposes. You agree not to disclose any information regarding the Test Services to third parties and not to use such information for any purpose other than providing feedback to us.
20. Downloading or using Software for Services
Some of our Services allow you to download and use client software (" Software") that may be updated automatically. As long as you comply with these Terms, you have a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access and/or use the Services and Platform.
To the extent any component of the Software may be offered under an open source licence, we will make that licence available to you and the provisions of that licence may expressly override some of these Terms.
Unless the following restrictions are prohibited by law, you agree not to:
- (a) reverse engineer the Software
- (b) decompile the Software
- (c) use the Software for any purpose other than accessing or using our Services and Platform
- (d) attempt any of the above restricted activities, and/or
(e) assist anyone in carrying out or attempting to carry out any of the above restricted activities.
Links to Our Platform
Our Platform contains hyperlinks to websites operated by parties other than us. Such hyperlinks are provided for your reference and convenience only. We do not control such websites and are not responsible for their content and/or the privacy or other practices of such websites. It is up to you to take precautions to ensure that whatever links you select or software you download from such websites are free of viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators by us.
22. Links to other websites
We grant you a limited, revocable, non-exclusive, non-sublicensable right to create a text hyperlink to our Platform for non-commercial purposes, provided such link does not portray us or any of our products and/or services in a false, misleading, derogatory or otherwise defamatory way and provided further that the linking website does not contain any illegal material and/or any material that is offensive, harassing or otherwise objectionable, in our absolute discretion. This limited right may be revoked at any time.
You do not have the right to use any of our trade marks to link to our Platform without our express written permission. You also do not have the right to use, frame or utilise framing techniques to enclose any of our trademarks, including, for example, those found on our Platform without our express written consent.
Except as noted above, you are not given any right whatsoever in any of our intellectual property rights and/or any of the intellectual property rights of any third party without our prior written consent or the prior written consent of such other party.
23. Dispute resolution
Our approach is to resolve any disputes between us without going to court and you agree that, in the case of any disputes, we will resolve disputes using the following escalation process:
Step 1: You contact us (if you want to raise a dispute) at email@example.com or we contact you (if we want to raise a dispute) using the email address that you selected when registering for a Business DataBuyer Account. The purpose of the notice is to each let the other party know of the dispute, providing information as to what it is about. The receiving party will acknowledge receipt of such notice as soon as reasonably practicable and, in any event, no more than 7 days from the day that the notice is received (" Notification Date").
Step 2: We discuss together and make all reasonable efforts to try and resolve the dispute between us.
Step 3: If we are not able to resolve the dispute between us within 30 days from the Notification Date, then either of us will be entitled to go to court.
You also agree to only resolve disputes with us on a one-to-one basis and that you will not bring claim against us as a claimant or a class member in a class, consolidated or representative action. You agree that class arbitrations, class actions, and consolidation with other arbitrations are not allowed.
24. Waiver, Severability & Assignment
If we fail or delay to enforce a provision of the Terms, this failure or delay is not a waiver of our right to do so later on. If a provision of the Terms is found to be unenforceable by a court, such provision shall be modified by a court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law. The remaining provisions of the Terms will remain in full force and effect. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, and any such attempt will be null and void. We may assign any of our rights and obligations under these Terms without your consent for whatever reason whatsoever. These Terms shall bind and inure to our benefit, our successors and permitted assigns.
25. Entire Agreement & Third Parties
These Terms constitute the entire agreement between you and us when it comes to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.
There are no third party beneficiaries to these Terms and the provisions of the U.K. Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
26. Export Matters
You declare that we are not legally prohibited to provide you with the Services and Platform, and that you are neither based, located in nor that you operate out of any country that is embargoed or restricted under applicable export law, rules or regulations. You agree that you will not use, import or export the Services in any manner which would cause us or our affiliates to breach any applicable export control laws, rules, or regulations. You warrant and represent that you will not allow access to and/or use of the Services by any persons or organisation that is based, located in or operates out of any country that is embargoed or restricted under applicable export laws, rules and regulations.
27. Law & Jurisdiction
We irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.