Terms of use

Thank you for visiting Secoda the data platform which helps teams find data faster

In these Terms, we or us means Secoda Technologies Ltd. We provide Secoda, a data discovery tool that helps users find, understand and use data to make decisions, which we provide through our website at secoda.co (the Site). These Terms set out the terms and conditions on which we make our Site available, and on which we make Secoda available to registered users. By using the Site or Secoda you agree to these Terms.

Summary

Full details are set out in the relevant sections of these Terms below, but keeping it brief:

• We will make Secoda available to you based on the subscription model you’ve chosen;

• We rely on you to make sure that any authentication method you use to log into Secoda remains secure;

• Any data related to your account Secoda (which we defined as Your Content) is yours. We don’t own any of it, we don’t control it, we don’t use it for our own purposes and we don’t even look at it unless you need us to in connection with a support query. If you close your account, Your Content will automatically be deleted.

• You must not use Secoda for any unlawful purpose, and must ensure that if you upload or share Your Content you do so lawfully (and in particular without breaching applicable law, anyone else’s rights, or any applicable licence terms);

• You can close your account whenever you like, but pre-paid subscription fees are not refundable;

Other relevant pages you might want to look at are:

• Our privacy policy, which describes how we make use of personal data received from users of our Site, and also explains our use of cookies; and

Registration

Registration. You can register as a user of Secoda here. To register (and to log in) you will need to create a user account, which will be authenticated either through email (we will send you an email containing a one-time code allowing you to log in) or through the credentials associated with a third-party account (such as your Google account, or any other forms of authentication we might build into Secoda from time to time). User accounts can be assigned different roles (the highest being the Workspace Owner, who will be responsible for payment as well as ownership of the relevant Workspace within Secoda). Different user roles will have different permissions in relation to the metadata on Secoda and access to different features.

Security. You should keep your account (and any third-party account you use to authenticate, or receive credentials for, your access to Secoda) secure, and not allow anyone else to use your account. If any activity takes place on your account, or any content is uploaded through your account, then you are responsible for it. You must let us know immediately if you discover or suspect that someone else has accessed your account.

Subscriptions and renewal. We offer access to Secoda on the basis of fixed-term subscriptions, priced on the basis of team size, data resources and any additional features such as additional integrations. Further information is available on our pricing page. Your subscription will have a fixed term and will renew automatically at the end of each fixed term for a further fixed term. If you do not wish to renew your subscription with us, you must notify us prior to the renewal date.

Payment. You must pay the applicable subscription fee (if any) in advance, subject to any credits which we may have applied to your account. You can make payment by following the instructions on the Site. We do not collect or process your credit or debit card details when you make payments through the Site, but these will be received by our payment processing service providers.

Changes to our subscription model. We may withdraw or change any subscription model and/or price at any time. This will not affect any subscription that you have already paid for. We will inform you of any changes so that you can choose whether or not to cancel your subscription before it next renews.

Using Secoda

Our obligations. We will make Secoda available to you in accordance with these Terms, and incorporating the product features described on our Site.

Your obligations. When you use Secoda:

• You confirm that you are authorised to enter into a contract with us on these Terms, and to conduct any activities which you may conduct through your account. This means in particular that if you are an individual you are over eighteen years old and that if you are opening an account on behalf of a company or other business you are authorised by that business to act on its behalf;

• You may only use Secoda for lawful purposes. You may not use it in any way that breaches any local or international law, for the purposes of fraud, or to transmit unsolicited advertising or spam;

• Any information you submit at any time (whether registering for an account with us or otherwise) must be true and not misleading;

• You must not misuse Secoda or our Site by introducing viruses or other malicious code to them or to our systems, nor try to gain unauthorised access to them, to any related systems or servers or to any related source code. You must not attack Secoda through DDOS or otherwise. As you probably know, breaching this provision would be a criminal act, which may oblige us to report you to law enforcement and provide them with such information as we may have about you;

• You must use our Site honestly. For example, you should not impersonate anyone else, misrepresent your affiliation with any entity, and

• You must not use any bots or other programs to crawl or scrape data from Secoda or our Site.

Intellectual Property Rights and Your Content

Rights in our content. The intellectual property rights in all of the content on and in our Site belong either to us or to whomever licensed that content to us. You may not copy or make any use of that content without having first obtained our permission or permission from whomever owns the relevant intellectual property rights. Uses which are expressly permitted by law are however allowed. If you would like to make any use of any of our content then please contact us and we can discuss this with you.

No assignment of Intellectual Property Rights: You retains your Intellectual Property Rights and nothing in this Agreement will be deemed as a transfer, license or sharing of such Intellectual Property Rights.

Metric data: We may monitor the use of Secoda using metric tools in order to provide us with insights into the user experience. For example, we might monitor which Secoda features are being used by particular organisations or users, how often particular users are active, whether users are completing or dropping from particular flows (like sign-up or configuration flows), how long it takes users to adopt new features or how quickly features are abandoned. All arising metric data will belong to us. To be clear: this monitoring activity will never involve us seeing any of Your Content. For example: our metric data might tell us that a user has used the description feature, which helps us know how often those features are used, but it will not show us the contents of the table.

Termination

Termination by you. You may terminate any contract between you and us on the Terms and close your account by written notice to us at any time. You should note that termination of your contract with us will not entitle you to any refund of any prepaid fees.

Termination by us. If you are in breach of the Terms, we may take any of the following actions:

• Issuing you with a written warning specifying the breach and requiring its remedy;

• Suspension or permanent withdrawal of your account and your use of Secoda;

• Termination of any contract between you and us on the Terms;

• Taking legal action against you; or

• Disclosing your personal information to law enforcement authorities.

We also reserve the right to terminate any contract between you and us, and/or suspend or terminate your account, by written notice to you at any time. We will try to give you reasonable notice, and ensure that an appropriate proportion of any prepaid fees are returned where we have terminated without cause. However, nothing in our relationship with you guarantees your continued use of Secoda.

Effect of Termination. Termination of the contract between you and us will not affect any rights or remedies of the parties in existence at the time of termination. For instance, if at the time of termination one of us owes the other any sums, then they will still be owed. Any of the Terms which expressly or impliedly survive termination will continue in force.

Our Liability to You

We provide a platform for data collaboration. Because our role is limited, and we don’t control the use of our platform or the value of data shared, we limit and exclude our liability to an appropriate degree. This section explains the ways in which our liability to you is limited and excluded.

• Where we don’t limit or exclude our liability. We do not limit or exclude our liability for anything for which we cannot lawfully limit or exclude our liability. For example, we do not limit our liability for death or personal injury caused by our negligence, or for fraud. This statement takes priority over the rest of the Terms.

• No implied terms. We provide access to the Site and to Secoda on these Terms alone. To the fullest extent permitted by law, we expressly exclude any and all conditions, warranties and other terms which might otherwise be implied by statute, under common law, or otherwise.

• We’re at the mercy of the Internet. You understand that there is some inherent instability in communications networks and that we may need to take down or maintain our Site from time to time. You accept that access to our Site is permitted on a temporary basis and we will not be liable if it is unavailable for any reason. At the same time, the Site and Secoda are provided “as is” and without any warranty. For example, while obviously we do our best to correct defects, we do not warrant that either will be uninterrupted, free from errors, or free from viruses or malicious code.

• No indirect or consequential loss. We expressly exclude any liability for any indirect or consequential loss, damage, costs or expenses incurred or suffered by you in connection with your use of our Site. We are not liable for losses, damages, costs and expenses that are not foreseeable to both you and us at the time you open your account with us or which are not caused by our breach.

• No liability for certain kinds of loss. We expressly exclude any liability for any loss, damage, costs or expenses incurred or suffered by you (in each case whether direct or indirect) if that liability comes within one of the following categories: loss of business, loss of revenue, loss of contract, loss of reputation, or loss of profit. In short, we are not liable for business losses.

• Cap on liability. Our total aggregate liability to you in connection with your use of Secoda will be limited in all circumstances (whether arising in negligence, including tort, breach of contract or otherwise) to a maximum sum equal to five times the Fees derived by us from your use of our Site during the twelve (12) months prior to the event giving rise to our liability.

• Notwithstanding the foregoing, we will remain liable without contractual limitation for your damages: (i) which are based on our intentional or gross negligence (ii) breach of our duty or on an intentional or grossly negligent breach of duty by our legal representative or our vicarious agents (iii) which are based on our violation of Data Protection Law obligations (iv) which are based on violation of our confidentiality obligations (v) which are based on our violation of third party Intellectual Property Rights.

Indemnity

If we are subject to any third-party claim as a result of your breach of any of your obligations under the Terms, or as a result of your negligence, misrepresentation or other wrongful act, then you will indemnify us against that claim. Indemnifying us means you will indemnify us and hold us harmless against all direct costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any reasonable legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability.

Links

Linking to our Site. You can link to our Site provided that you do so in a way that is fair and legal. You may not link to our Site in order to damage or take advantage of our reputation or to suggest any false form of association, endorsement or relationship between you and us. You may not “hotlink” to our Site or to any content on it, nor embed or frame any part of our Site or any such content on any other site. If we ask you to stop linking to our Site then you must do so immediately.

Third party links. Our Site contains links to various third party sites and resources. We have no control, and are not responsible for, any data, content or services provided by third parties.

Revisions

We may revise these Terms at any time. You should check our Terms for changes from time to time, but if the revisions are material then we will notify you of them using the contact details you have provided to us or by messaging your account. By continuing to use our Site or Secoda you will be accepting our revised Terms.

General Legal Provisions

Affliates: All use by your affiliates is permitted. You may use Secoda for the benefit of your Affiliates to the extent that you are permitted to use the Secoda under this Agreement. An Affiliate may also independently use Secoda or purchase services under this Agreement. You may authorize one or more third-party service providers to access and use Secoda to the extent of your permitted use under this Agreement, but solely on your behalf and solely to support your internal business operations.

Invoices: All invoices due under this Agreement shall be copied to: legal@secoda.co or legal@secoda.co, whichever is applicable, before any payment deadline can validly commence.

Severance. If any court or competent authority determines that any provision or partprovision of the Terms is invalid, unlawful or unenforceable then that provision or partprovision will be severed from the rest of the Terms, which will continue in full force.

Entire agreement. The Terms constitute the entire agreement between you and us relating to your use of the Site and Secoda. You acknowledge that you have not entered into any contract with us on the basis of any representation or warranty that is not set out expressly in the Terms.

Waivers. Our failure to enforce any provision of the Terms will not constitute a waiver of your breach of that provision.

Assignment. Any contract between you and us made on the Terms is personal to you, and you may not assign, transfer, sub-contract or otherwise deal in any of your rights and responsibilities under the Terms.

Third Party Rights. A person who is not a party to any contract under these Terms shall not have any rights to enforce any of them.

Governing law. The Terms and any contract between you and us on the Terms are governed by the laws of Ontario and Canada.

Disputes. If any dispute arises between you and us in connection with your use of our

Site or Secoda, then you and we will attempt to resolve that dispute through discussion. If we are unable to resolve the dispute by discussion, then the courts of Ontario will have exclusive jurisdiction over any claim. If you are not resident in Ontario then we reserve the right to bring proceedings against you in any court in your country of residence.

Contact Us

If you have any questions, comments or requests regarding the Terms or any concerns about any material featured on our Site, please contact us at support@secoda.co or use the “contact us” form or button on our Site.