END USER AGREEMENT
Notice to User: This End User Agreement (this “Agreement”) contains the terms and conditions that govern your use of the SaaS Services (as defined below) and is an agreement between us and you. By either creating an account, signing in to your account, clicking “Accept,” or using the SaaS Services, you represent to us that you are lawfully able to enter into this Agreement and you will be considered to have accepted and agreed to its terms. This Agreement takes effect on the earlier of the date you click to “Accept” or the date you first use any of the SaaS Services (the “Effective Date”).
If you do not wish to accept the terms of this Agreement, please do not click to “Accept” them and do not use the SaaS Services.
If you received access to the SaaS Services as part of your employment with one of our clients under a contract they entered into with us for these services, the terms of that contract between your employer and us governs your use of the services.
SECTION A – SAAS SERVICES
- Privacy Statement. The Privacy Statement explaining the collection and use of your information through your interaction with the SaaS Services can be found at https://socrata.com/privacy/ and at https:/tylertech.com/privacy. We may update the Privacy Statement in our discretion and without advance notice to you. You are responsible for reviewing the most current version of the applicable Privacy Statement to the extent you would like information on its terms. NOTE: We may use aggregated and/or anonymized data within the SaaS Services for purposes of enhancing of the SaaS Services, aggregating statistical analysis, providing technical support and/or for other internal business purposes.
- Rights Granted.
- You are allowed to use and access the limited feature set of the SaaS Services made available to you through us. The SaaS Services, other services, workflow processes, user interface, designs, and other technologies provided by us pursuant to this Agreement are exclusively owned by us, and all associated intellectual property rights remain only with us. You may not remove or modify any proprietary marking or restrictive legends from items or services provided under this Agreement. We reserve all rights unless otherwise expressly granted in this Agreement.
- When you upload or provide User Content, you agree that we and our affiliates can use, reproduce, publicly display, distribute, modify, create derivative works of, and translate the User Content. You understand that once User Content is provided, it is provided in a public forum, and we have a limited ability to control or delete such content.
- User Content and Restrictions.
- When you provide or publish User Content, you agree; (i)that you have the lawful right to distribute and reproduce such User Content; (ii) that none of the User Content impersonates any person or entity or otherwise misrepresent your affiliation with a person or entity; (iii) that none of the User Content is subject to any export control laws or regulations; (iv) that there are no unsolicited promotions, political campaigning, advertising or solicitations in the User Content; (iv) that the private information of any third-party including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers is not contained in the User Content or is provided with the authorization of such third-party; (vi) that are no viruses, corrupted data, or other harmful, disruptive or destructive files in the User Content; and (vii) that the User Content is not objectionable or that which may expose Socrata or the users to harm or liability of any type.
- You should not expect any confidentiality in or to the User Content stored, posted, consumed through your use of the SaaS Services under this Agreement. All User Content is in the public domain.
- We take no responsibility for any User Content posted, stored, or uploaded to the SaaS Services, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity with in the SaaS Services. Your reliance on any content that you view or obtain through use of the SaaS Services is at your own risk. Although we have no obligation to monitor any of the User Content or other information provided through the SaaS Services by someone other than us, WE RESERVE THE RIGHT TO REMOVE OR EDIT ANY CONTENT WITHOUT ADVANCE NOTICE, AND YOU ARE SOLELY RESPONSIBLE FOR CREATING BACKUP COPIES OF AND REPLACING ANY USER CONTENT POSTED OR STORED ON THE SERVICE AT YOUR SOLE COST AND EXPENSE.
- You will indemnify and hold us harmless from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your User Content, your use of the SaaS Services, your violation of a law applicable, or your performance under this Agreement.
- You may not provide, store, or transmit any User Content: (i) that is unlawful, libelous, defamatory, tortious, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objection; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law; or (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
- You may not: (a) make the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services or documentation available to any third party; (e) interfere with or disrupt the integrity or performance of the SaaS Services (including without limitation, vulnerability scanning, penetration testing or other manual or automated simulations of adversarial actions, without Socrata’s prior written consent); or (f) attempt to gain unauthorized access to the SaaS Services or its related systems or networks.
- You (i) must keep your passwords to the SaaS Services secure and confidential; (ii) are solely responsible all activity occurring under your account; (iii) must use commercially reasonable efforts to prevent unauthorized access to your account and notify us promptly of any such unauthorized access; (iv) may use the SaaS Services only in accordance with this Agreement; and (v) shall comply with all federal, state and local laws, regulations and policies, as to your use of the SaaS Services, User Content, and instructions to or from us regarding the same.
- APIs. In order to transmit, store, post, or consume User Content, you are given access to the applicable application-programming interface (“APIs”). You can only interact with the SasS Services as allowed by the current APIs.
- You may not use the API in a manner--as reasonably determined by us--that results in excessive or abusive usage, or fails to comply with any part of the APIs. If any of these occur, we can suspend or terminate your access to the APIs on a temporary or permanent basis.
- We may change or remove existing endpoints or fields in APIs, but we will use commercially reasonable efforts to support the previous version of the API for at least 6 months from deprecation notice. We may add new endpoints or fields in APIs results without prior notice to you.
- We do not own any open source code that may be provided with the APIs, and any source code provided is as a convenience to you. Such open source code is provided AS IS and is governed by the applicable open source license that applies to such code.
- Reservation of Rights.
- We reserve the right to develop derivative data assets based on your publicly available data. These uses might include but are not necessarily limited to: aggregating and summarizing data; normalizing, standardizing and concatenating data to create new regional or national data assets; and/or developing key performance indicators and benchmarks. We further reserve the right to develop derivative data assets and insights based on aggregated, anonymized views of User’s internally accessible private data for the purposes of the enhancement of the SaaS Services, aggregated statistical analysis, technical support and other internal business purposes
- While we agree to never commercially sell data you make publicly available, we reserve the right to commercially sell derivative data assets we create based on your public data.
- To the extent you have any intellectual property right in or to your User Content, you retain all such rights.
- You expressly recognize that, except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any User Content used in connection with the SaaS Services.
SECTION B – THIRD-PARTY SERVICES
- Third-Party Platform Services. You may be provided with access to and usage of Third-Party Services through use of the SaaS Services. Any such services are solely governed by such Third-Party Service contracts and are provided as-is. For information on applicable Third-Party Services terms and conditions, please contact https://support.socrata.com .
- Disclaimer. You acknowledge that we are not the provider of any Third-Party Services. We do not independently warrant or guarantee the performance of the Third-Party Services.
SECTION C – TERM, TERMINATION, and SUSPENSION OF SaaS SERVICES
- Any use of the SaaS Services in violation of this Agreement may result in, among other things, termination or suspension of you right to use the SaaS Services. We may terminate this Agreement for cause if you materially breach it. Such termination shall result in an immediate suspension of your access privileges to the SaaS Services, except as otherwise agreed by you and us. Your access will only be reinstated in our discretion. may be terminated by either party for convenience.
- Suspension of SaaS Services. Although we have no obligation to screen, edit or monitor the User Content posted on SaaS Services, if, in our reasonable judgment, we discover your use of the SaaS Services threatens the security, integrity, stability, or availability of the SaaS Services, or is otherwise in violation of this Agreement, we may temporarily suspend the SaaS Services or access thereto. Unless you have conducted unscheduled penetration testing or unscheduled performance testing, we will use commercially reasonable efforts to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension. Any unscheduled penetration testing or unscheduled performance testing conducted by you will result in immediate suspension of the SaaS Services, and may also result in termination as described above. Nothing herein limits our termination rights under Subsection 1.
SECTION D – LIMITATION OF LIABILITY
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED $100. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY.
- DISCLAIMER. the saas services are provided to you on an “as is” basis without warranties of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. While we take reasonable physical, technical and administrative measureS to secure the SAAS ServiceS, we do not guarantEE that the SAAS ServiceS cannot be compromised. you understand that the Saas ServiceS may not be error free, and use may be interrupted.
WE FURTHER DISCLAIM ALL LIABILITY FOR ANY ACTIONS RESULTING FROM USERS’ USE OF THE SAAS SERVICES
SECTION E – GENERAL TERMS AND CONDITIONS
- Dispute Resolution. If you have any dispute under this End User Agreement, you will provide notice of that dispute to us at https://support.socrata.com. To the extent our dispute cannot be amicably resolved, then you agree it will be resolved through an alternative dispute resolution mechanism we identify.
- Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
- No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement.
- Entire Agreement; Severability. This Agreement constitutes the entire agreement between you and us. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this Agreement is effective unless both parties sign it. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
- No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States or the laws of the State of Washington, without regard to its rules on conflicts of law.
- All communications and notices made or given pursuant to this Agreement must be in the English language. If a translation of the English language version of this Agreement exists, the English language version of the Agreement will control if there is any conflict.
SECTION F – DEFINITIONS
- “User Content” means any data you publish, post, upload, or store to the SaaS Services, including, without limitation, any messages, spreadsheets, photos, video, graphics, code, or other items or materials.
- “SaaS Services” means our off the shelf, cloud-based software service and related services. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services.
- “User” means any individual or entity that assesses the SaaS Services under your account.
- “we”, “us”, “our” and similar terms mean Socrata, Inc., a wholly owned subsidiary of Tyler Technologies, Inc., a Delaware corporation.
- “you” and similar terms mean User.