DATALIGHT USER AGREEMENT

Effective Date: March 6, 2019

1. Introduction

DataLight welcomes You (“User”) to use DataLight’s website at https://datalight.me and online software described herein (“DataLight Software”) in accordance with this DataLight User Agreement (“Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE OR ANY PART OF THE RELATED SERVICES AND SOFTWARE, AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND DATALIGHT.

In this consent:

  • "We," "us," "our", "DataLight" means Looch Development OÜ, a company incorporated in Estonia with company number 14511164, that operates the DataLight Software,

  • "You", "your", “User” means the person or authorized member of an entity, creating the account (“User’s Account”), and also each additional account owner, co-signer, authorized signer, authorized representative, and/or User identified on any DataLight's Software that you apply for, use or access,

  • An “Authorized User” of a User is each an individual natural person, whether an employee, business partner, contractor or agent of a User who is registered or permitted by User to use the DataLight Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase.

This Agreement governs access to and use of the DataLight Website and DataLight Software by site visitors (“Website Visitors”), and by individuals or entities who create a User’s Account and their Authorized Users.

This Agreement includes and hereby incorporates by reference the following applications: DataLight License fees (https://datalight.me/pricing), DataLight Privacy Policy (https://datalight.me/privacy).

BY ACCESSING, USING THE WEBSITE OR ANY DATALIGHT SOFTWARE OR SERVICES, YOU AS A WEBSITE VISITOR OR A USER ACCEPT THESE TERMS (WHETHER ON BEHALF OF YOURSELF OR A LEGAL ENTITY YOU REPRESENT). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

2. User’s Registration

To access and use certain portions of the Website and the DataLight Software the User shall carry out the registration procedure at https://datalight.me/auth/signIn.

To register for a User’s Account or use the DataLight Software, You must, and hereby represent that You are of legal age (18 years of age or older or otherwise of legal age in Your resident jurisdiction) and competent to agree to this Agreement.

As a registered User you agree to: (i) provide true, accurate, current and complete registration data; (ii) maintain and promptly update the registration data to keep it accurate, current and complete; (iii) maintain the security and confidentiality of any usernames, passwords and other information used by you to access the DataLight Software; (iv) refrain from impersonating any person or entity or misrepresent your identity or affiliation with any person or entity; (v) immediately notify us in writing if you become aware of any loss, theft or use by any other person or entity of any of your registration data or any other breach of security that you become aware of involving or relating to the DataLight Software.

To register for a User’s Account to access the DataLight Software, You must complete a User’s profile, which you consent to be shown to other Users and, unless You change Your privacy settings, the public. You agree to provide true, accurate, and complete information on Your profile and all registration and other forms you access on the Website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness.

Each User is entitled to have only one User’s Account otherwise DataLight reserves the right to deactivate duplicated User’s Accounts without any prior notice.

User is strictly prohibited from providing access to DataLight’s Software to any other person or entity. User shall be solely responsible for all the usage and activity on its User’s Account and for loss, theft or unauthorized disclosure of User’s Login and Password. User agrees to provide DataLight with a prompt email notification of any known or suspected unauthorized use or any breach of the security of its User’s Account.

DataLight reserves the right to decline a registration of a User’s Account for any reason, including supply and demand, cost to maintain data, or other business considerations.

3. User’s Digital signature

After registration on the site at https://datalight.me the User receives a Login and Password to access the User’s Account.

By using the Login and Password User confirms the creation of his or her User’s Electronic signature, and agrees that all information in electronic form, signed by User using the Electronic signature (using his Login and Password) is accepted by User and DataLight to be an electronic document equal to a paper document signed by a handwritten signature.

All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User.

By registering for a User’s account User is deemed to have executed this Terms electronically, effective on the date User enter User’s account via Login and Password.

User’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print these Terms and any amendments.

4. DataLight License grants and restrictions

DataLight License Grant. DataLight grants User a non-exclusive, non-sublicensable, non-transferable, worldwide and revocable license to use DataLight Software and provides User with User’s Account so long as User fulfills all his or her liabilities in accordance with this Agreement.

License Grant Restrictions. User shall not, and shall not allow any third party to: (i) use the DataLight Software to mislead other users and third parties, as well as to violate data protection legislation or any other any applicable national, state or local legislation; (ii) insert into the DataLight Software any viruses, worms, date bombs, time bombs, or other code that is specifically designed to cease operating, or to damage, interrupt, or interfere with any end user data; (iii) disassemble, de-compile or otherwise reverse engineer the DataLight Software or otherwise attempt to learn the source code or algorithms underlying the DataLight Software; (iv) provide, sell, license, lease or lend the DataLight Software to any third party; (v) use the DataLight Software for of illegal or unlawful actions or other unauthorized purposes; (iv) exceed the scope of any license granted to User hereunder.

Trademark License and Use. User acknowledges and agrees that the DataLight’s Trademarks are owned solely by DataLight, and agrees to use the DataLight’s Trademarks only in the form and manner prescribed by DataLight. DataLight acknowledges that all User’s Trademarks are owned solely by User, and agrees to use the User’s Trademarks only in the form and manner prescribed by User.

Trademark Restrictions. User shall not remove, modify, adapt, or prepare derivative works of any DataLight’s Trademarks, DataLight’s copyright notices, or other DataLight’s proprietary rights notices.

Proprietary rights. This Agreement does not convey the title or ownership of DataLight’s Software from DataLight to User but instead gives User only the limited rights and abilities to use DataLight’s Software as set forth above. DataLight reserves all rights not expressly granted by this User Agreement. User acknowledges and agrees that DataLight’s Software and its source code form, all enhancements, corrections and modifications to the DataLight’s Software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of DataLight’s Software, are and shall remain the sole and exclusive property of DataLight.

Intellectual Property rights. This Agreement does not convey the title or ownership of DataLight’s Software from DataLight to User but instead gives User only the limited rights and abilities to use DataLight’s Software as set forth above. DataLight reserves all rights not expressly granted by this User Agreement. User acknowledges and agrees that DataLight’s Software and its source code form, all enhancements, corrections and modifications to the DataLight’s Software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of DataLight’s Software, are and shall remain the sole and exclusive property of DataLight.

Limited Copyright Permission. Provided that you are in good standing with a current and valid account for use of the DataLight Software and provided, further, that you comply at all times with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable permission, under our intellectual property rights to use the content of the DataLight’s website and DataLight Software for the following limited purpose, and only for such limited purpose: you may repost or share the content from the DataLight’s website and DataLight Software for your own personal, noncommercial use, provided that you shall retain all copyright and other proprietary notices, such as the DataLight Logo, and you shall link each use of the content from the DataLight’s website and DataLight Software directly to the following URL: https://datalight.me The permission and consent granted herein shall remain in effect until revoked by the DataLight.

5. License fees and Payments

License Fees. User shall pay DataLight the License fees corresponding to User’s subscription plan in accordance with the DataLight License fees list set forth at https://datalight.me/pricing. DataLight does not represent or warrant that a particular License fees will be offered indefinitely and reserves the right to change the License fees without prior notice.

Subscription Plan. You may choose your subscription plan in accordance with the License fees. If you elect to upgrade your subscription plan or otherwise add any paid component or feature, we will pro-rate the amount due based on the number of days remaining in your billing cycle; provided, however, that any such proration shall be based on your current subscription plan or paid components or features in existence immediately prior to your election to upgrade or add paid components or features. If you change to downgrade your subscription plan, you may cause the loss of the content or features for your account. If you cancel your subscription plan at any time, the cancellation will be effective from the next day of your current subscription. 

Subscription Period. You may choose your subscription period in accordance with the License fees. Unless cancelled, your subscription will be automatically renewed at the end of your subscription period. You will not receive a notice from us that your subscription period has ended or that your new subscription period has begun.

By using the DataLight, you are expressly agreeing that we are permitted to bill you a Lisence fee, any applicable tax and any other charges you may incur in connection with your use of the DataLight Software corresponding your User’s subscription plan.

No Refunds. User shall timely pay DataLight all fees associated with its User’s Account or use of the DataLight Software, including, but without limitation, by Authorized Users. All fees and charges are nonrefundable, and there are no refunds or credits for partially used subscription periods, or where you have elected to downgrade your subscription plan or otherwise remove any paid component or feature. PAYMENTS ARE NON-REFUNDABLE.

6. Taxes

The License fees payable by User to DataLight hereunder do not include any amount for any applicable national, state or local duty, value-added, withholding or other tax or levy ("Tax") and User shall be responsible for payment of all such Taxes imposed on orders of the DataLight Software or other fees incurred hereunder, or shall reimburse DataLight for any Taxes paid by DataLight on User's behalf (exclusive of Taxes on DataLight's net income or those for which the User is exempt). If exempt from taxation, the User shall furnish DataLight with a valid tax exemption certificate.

7. Disclaimer of Warranties

DATALIGHT DOES NOT REPRESENT THAT USER’S USE OF THE DATALIGHT SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPED OR ERROR FREE, OR THAT THE SERVICE WILL MEET USER REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY DATALIGHT OR THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT DATALIGHT AND ITS THIRD PARTY DATALIGHTS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING USER DATA OR USER’S CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED USER DATA WILL BE ACCURATE OR RELIABLE. THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE DATALIGHT SOFTWARE IS PROVIDED TO USER ON AN “AS IS” AND “AS AVAILABLE” BASIS. USER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE USER’S PURPOSE.

8. Limitations of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA OR CONTENT, LOST REVENUE ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SERVICE, THE USE OF THE SERVICE OR THE INABILITY TO USE SERVICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DATALIGHT OR ANY THIRD PARTY DATALIGHTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LICENSE, USE, OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY USER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS AGREEMENT EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE LIABILITY CAP.

THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 8 SHALL NOT APPLY WITH RESPECT TO: (I) BREACHES BY USER OF LICENSE TERMS APPLICABLE TO PROVIDED DATALIGHT SOFTWARE; (II) USER’S UNAUTHORIZED USE OF DATALIGHT’S INTELLECTUAL PROPERTY, MATERIALS OR ASSETS.

9. User's Agreement Term & Termination

User's Agreement between DataLight and User shall commence upon acceptance by User of all the terms of User's Agreement by accessing and using any part of Website or DataLight’s Software and shall continue until terminated in accordance with the terms of User's Agreement.

Either party may terminate User's Agreement at any time upon thirty (30) days prior written notice.

DataLight shall have the right at its sole discretion and without any prior written notice terminate User's Agreement if: (i) the User provides invalid data to complete the registration process; (ii) the User fails to pay the License fee; (iv) the User violates the terms of this User’s Agreement.

Upon termination of User's Agreement, for whatever reason, all licenses granted by the DataLight to the User under the User's Agreement shall immediately terminate.

Upon termination of the User's Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of User's Agreement.

10. Miscellaneous

Notices. Any notice or other communication under User's Agreement shall be in writing and shall be considered given and received when sent electronically. User agrees to receive electronically all communications, agreements, and notices in connection with this Agreement, including by e-mail, text, in-app notifications, or by posting them on the Website or through User’s Account. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account contact information current.

Competent law and jurisdiction. This User’s Agreement shall be governed by and construed in accordance with in accordance with the law of Estonia, without regard to principles of conflict or choice of laws, and the parties agree that all disputes relating to this User’s Agreement shall be resolved non-exclusively in the courts of Estonia, unless the DataLight chooses to take proceedings against the User in any other court of competent jurisdiction. The taking of proceedings by the DataLight against the User in one or more jurisdictions shall not preclude the taking of proceedings by the DataLight against the User in any other jurisdiction, whether concurrently or not.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby, but rather this Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of this Agreement, the parties shall promptly attempt to negotiate a substitute therefor.

Survival. Any obligations of the parties relating to monies owed, as well as any provisions of this Agreement relating to intellectual property, limitation of liability and commencement of legal proceedings shall survive any termination of this Agreement.

Entire Agreement. This Agreement, together with the applications incorporated by reference, represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the parties with respect to its subject matter.

Modification of Agreement. DataLight may, in its sole discretion, amend this Agreement, including its applications incorporated by reference, at any time by posting a revised version on the site at: https://datalight.me/terms. Any revisions to this Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). You agree that we shall not be liable to you or to any third party for any modification of this Agreement. PLEASE REVIEW THE WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE DATALIGHT WEBSITE, DATALIGHT SOFTWARE OR SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED AGREEMENT.