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DataKnowl Terms of Service
Last modified: May 23, 2018
Welcome to DataKnowl!
Please read these Terms of Service (the "Agreement") carefully before using dataknowl.com (the "Site") and/or the other domains, products, services, and/or content (all of those collectively with the Site, the "Services")
The Services are provided by Complexity Intelligence Italia s.r.l. ("Complexity Intelligence"), located at Viale Luca Gaurico 9/11, 00143 Roma, Italy.
By using or accessing the Services, you ("Subscriber" or "you") agree to become bound by all the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you shouldn't and aren't permitted to use the Services.
Our Services are very diverse, so sometimes additional terms or product requirements may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your Agreement with us if you use those Services.
Modifications to this Agreement
Complexity Intelligence reserves the right, in its sole discretion, to modify this Agreement at any time by posting a revised Agreement through the Services and by providing notice to you that this Agreement has changed, generally via e-mail where practicable, and otherwise through the Services (such as through a notification in your DataKnowl Dashboard). You are responsible for reviewing and becoming familiar with any modifications to this Agreement. Modifications are effective when posted, and your use of the Services following any such posted modification and notice of same constitutes your acceptance of the terms and conditions of this Agreement as modified.
License Grant
Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Complexity Intelligence hereby grants You a revocable, limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services. Your license of, use of and access to the Service is conditioned upon Your compliance with the terms and conditions of the Agreement. All rights not expressly granted to You are reserved by Complexity Intelligence and its licensors.
You acknowledge that we may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for Your internal business purposes and shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.
You are personally responsible for all traffic originating from Your Applications using Your account credentials to the Services. As such, You should protect Your authentication keys and security credentials. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination, civil and criminal penalties.
Provided that You comply with the terms of this Agreement and our policies and procedures including the Acceptable Use Policy, You may use the Services to execute Applications owned or lawfully obtained by You. You are solely responsible for Your Applications, including any data, text, images or content contained therein.
Service Levels
In addition to our rights to terminate or suspend Services to You, You acknowledge that: (1) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason (2) Complexity Intelligence does not guarantee the Service will be operable at all times or during any down time caused by outages to any public Internet backbones, networks or servers, (3) caused by any failures of Your equipment, systems or local access services, (4) relating to events beyond Complexity Intelligence's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Complexity Intelligence or Complexity Intelligence servers are located or co-located.
Complexity Intelligence does not guarantee the Service will be operable at all times or during the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Service were not suspended; or in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. Without limitation, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension.
We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your contents associated with Your account.
Terms and Termination
The term ("Term") of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or us in accordance with this Section.
You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism.
We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time.
We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below: (i) You violate any provision of the Acceptable Use Policy or we have reason to believe that You have violated the Acceptable Use Policy, (ii) there is an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding.
Immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.
Effect of Suspension or Termination
You will not be entitled to any refunds of any usage fees or any other fees. Upon our suspension of Your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension; (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension.
Fees
If You have subscribed our Services, then You agree to pay applicable fees. We may increase or add new fees for any existing Service or Service feature by giving You 7 days' advance notice.
Copyright and Intellectual Property
All Complexity Intelligence Site materials, including, without limitation, text, graphics and other files, and the arrangement thereof, are copyrighted and Complexity Intelligence reserves all rights associated with such copyrights.
The names, trademarks, service marks and logos appearing on this Site may not be used in any advertising or publicity without prior express written permission.
You may electronically copy and print to hard copy any portion of this Site for the sole purpose of using the Materials it contains for non-commercial use. Any other use of the Materials on this web Site, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication or display, without the express written permission of Complexity Intelligence is strictly prohibited.
Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPLEXITY INTELLIGENCE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPLEXITY INTELLIGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Disclaimer
COMPLEXITY INTELLIGENCE MARKS AND PROPERTIES THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Ownership
Complexity Intelligence shall own all right, title and interest, including all related intellectual property rights, in and to the Complexity Intelligence and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service.
Miscellaneous
These Terms of Service supersede any prior agreements between you and Complexity Intelligence.
By using the Services, You agree that the laws of the State of California, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and Complexity Intelligence.
If you have any questions, or want to request permission to use Complexity Intelligence materials, please contact Complexity Intelligence Italia srl, Viale Luca Gaurico 9/11, 00143 Roma, Italy. All contacts must be in writing.
GDPR ADDENDUM
DATA PROCESSING AGREEMENT
This Agreement is drawn up in compliance with the art. 28 of European Regulation (EU) 2016/679 of 27 April 2016, concerning the protection of natural persons with regard to the processing of personal data, and on the free movement of such data.PREMISE THAT:
a) Complexity Intelligence LLC, with reference to the services subscribed by the Customer and made available through DataKnowl platform (hereinafter "Services"), may process personal data held by the Customer (hereinafter also "Data Controller" or "Controller").
b) The term "processing" means “ ... any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.” as reported in the art.4 of the European Regulation 2016/679.
c) The data, the information, the attachments and, in general, all the content that the Data Controller (or the persons authorised by the latter) decides to enter into the DataKnowl platform or, in general, into the Services provided by Complexity Intelligence LLC are owned of the Controller himself. In the case of the entry of special and sensitive personal data, it is the accountability of the Controller to demonstrate that he has acquired the explicit consent to their processing.
d) The Data Controller determines the purposes and means of the processing of the personal data.
e) The Data Controller may have recourse to a natural or legal person, public authority, agency or other body as a Data Processor provided that the latter provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the GDPR Regulation and ensure the protection of the rights of the data subject.
f) The Data Processor must process personal data only on documented instructions from the Data Controller; the processing is governed by this agreement or by any subsequent agreements.
g) The Data Controller allows the Data Processor and the persons authorised by the latter to access only personal data whose knowledge is necessary for the performance of their duties.
ALL OF THIS PREMISED,
1) The Customer, as Data Controller, in the person of its legal representative, designates Complexity Intelligence LLC as Data Processor of personal data (hereinafter also "Data Processor" or simply "Processor") exclusively in relation to the processing of personal data carried out for the provision of the Services subscribed by the Controller.
2) The processing of personal data will be carried out for the sole purpose of guaranteeing the full execution of the Services provided by the Data Processor. Any requests by the Controller to extend the processing operations to activities that are not compatible with the nature of the Services offered by the Processor are excluded.
3) The Data Processor, pursuant to this agreement, and taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. Inter alia, the Data Processor undertakes to:
a. Adopt preventive security measures to eliminate or minimize any risk of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
b. Process the data exclusively for the purposes related to the performance of the activity covered by the contract signed by the Data Controller and necessary for the correct execution of the Services. The Processor, therefore, does not perform any other type of processing that is not relevant to the purpose of the Services offered.
c. Ensure the confidentiality of information, documents and, in general, of all the material that comes to its knowledge during the execution of the contract for the provision of the Services.
d. Keep the data for no longer than is necessary for the execution of the Services subscribed by the Data Controller and in any case no later than the terms of the law or the period indicated by the Data Controller.
e. makes available to the Controller all information necessary to demonstrate compliance with the GDPR obligations.
4) In relation to the technical and organisational measures to be taken to guarantee an adequate level of security, the Processor undertakes to implement, as appropriate:
a. The pseudonymisation and encryption of personal data;
b. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
For a complete and updated view of the security measures adopted, the Data Processor provides a specific section on the DataKnowl website (https://www.dataknowl.com).
5) The Processor commits that it has implemented the procedure to control and identify unauthorised or illegal access or use of personal data. This includes regular testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing on an ongoing basis.
6) In the case of a personal data breach, the Processor, after having become aware of it, shall notify the Controller, without undue delay. The Processor proceeds to send the notification of data breach following the procedures established by current legislation, collaborating closely with the Data Controller and with the competent Supervisory Authorities. The notification shall at least:
a) describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
b) communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;
c) describe the likely consequences of the personal data breach;
d) describe the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
7) The Processor should assist the Controller, where necessary and upon request, in ensuring compliance with the obligations deriving from the carrying out of data protection impact assessments.
8) In relation to organisational measures, the Data Processor proceeds to:
a. Identify, within his company structure; the persons authorised to process personal data.
b. provide authorised persons with written instructions regarding the operations to be carried out in order for data to be processed in accordance with the law;
c. monitor the correct observance of the instructions given;
d. monitor that the access to the data is allowed only to authorised persons or to authorised automatic systems for purposes related to the provision of the Services. At the level of electronic processing, access to data is:
i. limited to the minimum required for the purpose of providing the Services;
ii. personal, regulated by password;
iii. role-based;
iv. subject to periodic verification
based on the principle of separation of tasks. It is also applied the time-out of inactive sessions and the blocking of accounts after multiple attempts to access.
At the level of paper processing, the Processor undertakes to verify that the persons authorised to process data keep paper documents, containing personal data, in containers and premises equipped with security and monitoring systems.
e. ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
f. train their employees on security and data protection.
9) With this Agreement, the Controller confers general written authorisation to the Data Processor to be able to use any other data processors ("sub-processors") for the esecution of specific activities of the Services. These sub-processors are selected from subjects who, due to their skills, experience and reliability, provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR Regulation. The same data protection obligations as set out in the contract or other legal act between the Controller and the Processor are be imposed on that other processor by way of a contract or other legal act under Union or Member State law. Where a sub-processor fails to fulfil its data protection obligations, The Processor remains fully liable to the Controller for the performance of that other sub-processor's obligations.
10) The Data Controller accepts that the Data Manager may use sub-managers established in third countries outside the European Union for which the European Commission has issued an opinion of adequacy and which ensures an adequate level of protection. In the case of data transfer from the European Union to the United States of America, the Controller may rely on the certification "EU-U.S. Privacy Shield Framework ".
11) In relation to the monitoring of the application of the current legislation on data protection, the Data Processor:
a. Makes available to the Controller, on simply request, all information necessary to demonstrate compliance with the GDPR Regulation;
b. Promptly notify the Data Controller if receives requests from data subjects, inspections by the Supervisory Authority or the Judicial Authority regarding the data processing. In the case of data subjects’ requests, the Processor will promptly notify the Controller in writing allowing them:
i. Provide the data subject, where applicable, with personal data concerning him or her, in a structured, commonly used and machine-readable format.
ii. Guarantee the data subject, where applicable, the right to erasure and restriction of processing.
12) On termination, for any reason, of the contract signed by the parties for the provision of the Services or, at an earlier time, at the choice of the Controller, the Processor must:
a. Return all the personal data to the Controller; or
b. Delete all the personal data, and delete existing copies unless European Union or Member State law requires storage of the personal data.
13) The Data Processor assignment will be valid for the time necessary for the provision of the Services signed by the Data Controller. If, for any reason whatsoever, the relationship between the Controller and the Processor is no longer valid, or if the Services are no longer provided, this contract will immediately cease to exist without the need for communication and revocation and the Data Processor will automatically terminate the processing of the data on behalf of the Data Controller.
This Agreement intends to cancel and replace any other contract or part of the contract between the Data Controller and the Data Processor regarding the processing of personal data.
