Last updated March 25, 2022. Replaces previous version in its entirety.

Acceptance of Terms.

These Terms of Use govern your use of our Website, Services, and Software that we include as part of the Services, including any applications, scripts, instruction sets, and any related documentation (collectively, “Services”). By using the Services, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE, OUR PRIVACY POLICY, AND ALL OTHER POLICIES OR NOTICES POSTED BY US IN OUR SERVICES. If you do not agree to these Terms of Use, do not use the Services. You understand that DataSay may change these Terms of Use without any notice to you. It is your responsibility to review these Terms of Use regularly for any changes as it creates a binding legal agreement between you and DataSay. If you use the Services after we have changed any Terms of Use, you are agreeing to all of the changes.

If you have entered into another agreement with us concerning specific Services or Software, then that agreement controls where it conflicts with these Terms of Use.

These Terms of Use control the relationship between DataSay and you. These Terms of Use constitute the entire agreement between you and DataSay. They do not create any third-party beneficiary rights. If you do not comply with these Terms of Use, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions.

1. How this Agreement Works.

1.1 Choice of Law. Your relationship is with DataSay, Inc. (DataSay), a United States company, and the Services and Software are governed by the laws of Virginia, U.S.A. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law. By using DataSay Services or Software, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Virginia, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and DataSay, and you and DataSay consent to personal jurisdiction in those courts.

1.2 Eligibility. You may only use the Services if you are (a) over 18 years old and (b) allowed by law to enter into a binding contract and (c) you follow all the rules and restrictions that we have identified in these Terms of Use.

1.3 Privacy. The Privacy Policy at privacy governs any personal information you provide to us. By using the Services you agree to the terms of the Privacy Policy.

1.4 Electronic Communications. When you use any DataSay Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you in a variety of ways, such as by e-mail, text, in-app push notices, or by posting notices and messages on this site or through the other DataSay Services, such as our Message Center. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

1.5 Copyright and Trademarks. All content included in or made available through any DataSay Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of DataSay or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any DataSay Service is the exclusive property of DataSay and protected by U.S. and international copyright laws. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any DataSay Services are trademarks or trade dress of DataSay in the U.S. and other countries. DataSay's trademarks and trade dress may not be used in connection with any product or service that is not DataSay's. DataSay's trademarks and trade dress may not be used in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits DataSay. All other product, company names, and trademarks not owned by DataSay that appear in any DataSay Services are the property of their respective owners and are mentioned for identification purposes only.

1.6 Availability. We use reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond our control. We will take reasonable steps to minimize such disruption, to the extent it is within our reasonable control. Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that user-generated content available via the Services is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages.

1.7 Definitions.

"Services" means a website or other service you use and software that we include as part of the Services, including any applications, Content (defined below), scripts, instruction sets, and any related documentation.

"Information" means personally identifiable information.

"Participant" means a third party who interacts with the Services as a result of such party's relationship with or connection to you.

“Content” means text, audio, video multimedia and other information/material created by you and provided to DataSay through its Services.

“Service Term” means the period of time for which you have elected to use, and, if applicable, pay for, the Service.

1.8 Modification. We may modify, update, or discontinue the Services (including any of their portions or features) at any time without liability to you or anyone else. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.

2. Use of Services.

2.1 Authority to Use Services. You represent and warrant that you have all necessary right, power and authority to enter into these Terms of Use and to perform the acts required of you. If you are using our Services on behalf of a business or organization, that entity accepts these terms. It will hold harmless and indemnify DataSay and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgements, litigation costs and attorneys’ fees.

2.2 License and Access. Subject to your compliance with these Terms or Use and the law and your payment of any applicable fees, DataSay grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make non-commercial use of the DataSay Services. This license does not include any resale or commercial use of any DataSay Services, or its contents; any derivative use of any DataSay Services or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. The license provided is a named user license. All rights not expressly granted to you in these Terms of Use or any Service Terms are reserved and retained by DataSay or its licensors, suppliers, publishers, rightsholders, or other content providers. No DataSay Service, nor any part of any DataSay Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of DataSay. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of DataSay without express written consent. You may not use any meta tags or any other "hidden text" utilizing DataSay's name or trademarks without the express written consent of DataSay. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may not use the DataSay Services for any illegal purpose. We may cease providing any DataSay Services and we may terminate your right to use any DataSay Services at any time. Your rights to use the DataSay Services will automatically terminate without notice from us if you fail to comply with any of these Terms of Use or any other Service Terms, our Privacy Policy, and all other policies or notices posted by us in our Services.

2.3 DataSay Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services. We remain the sole owner of all right, title and interest in any customization of our Services without regard to any fees charged for that customization. Access to any customization is dependent on a valid, current, fully paid license. We reserve all rights not granted under these terms.

2.4 Use of Third Party Services. When you use the DataSay Services or Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.

2.5 Use on Behalf of Others. You may create and maintain DataSay Services that you may use provided that you agree that (a) you are solely responsible for maintaining the confidentiality of any non-public authentication credentials associated with your or your organization’s use of the Services or any DataSay Services; (b) you are solely responsible for maintaining a sufficient number of licenses to the Services to support your DataSay Services; and (c) you will promptly notify our customer support team about any possible misuse of your or your users’ accounts or authentication credentials, or any security incident related to the Services. For the purposes of clarity, if you allow your user(s) the right to allow multiple users to access that DataSay Services, you must obtain licenses sufficient to cover those users.

2.6 Education and School Use. If you are a teacher, school, or educational institution, you agree that (a) you, and not DataSay, are solely responsible for compliance with COPPA including, but not limited to, obtaining verifiable parental consent concerning collection of students' personal information (Information) as part of provisioning or use of the Services; (b) any collection of student personal information (Information) by you with the Services is done for solely for the use and benefit of the school; and (c) that you will provide parents with information about DataSay's collection, use and disclosure practices, which you will find in these Terms of Use and in the DataSay Online Privacy Policy.

2.7 Notice to U.S. Government End Users. For U.S. Government procurements, DataSay Services is a commercial computer software as defined in FAR 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Services by the U.S. Government must be in accordance with license rights and restrictions described in these Terms of Use.

2.8 No Reverse Engineering. You must not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the DataSay Services, whether in whole or in part, or create any derivative works from or of the DataSay Services.

2.9 Changes to Services. DataSay constantly changes and improves the Services. DataSay may add, alter, or remove functionality from a Service at any time without prior notice. DataSay may offer automatic or manual updates at any time and without notice to you. You agree to receive such updates from DataSay as part of your use of the Services. DataSay may also limit, suspend, or discontinue a Service at its discretion. If DataSay discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. DataSay may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

2.10 Storage. When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.

2.11 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.

3. Your Content.

3.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.

3.2 Licenses to Your Content. If you do post content or submit material, and unless we indicate otherwise, you grant DataSay a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, and transferrable right to use, reproduce, adapt, publicly display, distribute, modify, create (derivative works), communicate, publish, publicly display and distribute such content. Your privacy is important to us. Our use of this license is consistent with our privacy policies at https://www.DataSay.com/privacy.html

The rights you grant in this license are for the purposes of:

(a) operating, improving, marketing and promoting the Services;

(b) developing new services;

(c) displaying the content within the Services;

(d) including all or parts of any content as part of a larger aggregated content file solely to provide information to users of the Services; no individually identifiable content would be publicly displayed or shared;

(e) archiving or preserving the content for disputes, legal proceedings, or investigations.

This license continues even if you stop using our Services. Our automated systems analyze your content to provide you personally relevant product features, such as customized search results, customized reporting and tailored advertising. This analysis occurs as the content is sent, received, and when it is stored. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify DataSay for all claims resulting from content you supply. DataSay has the right but not the obligation to monitor and edit or remove any activity or content. DataSay takes no responsibility and assumes no liability for any content posted by you or any third party.

3.3 Our Access. We will not access, view, or listen to any of your content, except as reasonably necessary to perform or improve the Services. Actions reasonably necessary to perform or improve the Services may include (but are not limited to) (a) responding to support requests; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; (c) enforcing these terms; and (d) operating, maintaining, developing, and improving the services we provide to you.

3.4 Sharing Your Content.

(a) Sharing. Some Services may provide features that allow you to Share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.

(b) Level of Access. We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.

(c) Comments. The Services may allow you to comment on content. Comments are not anonymous and may be viewed by other users. Your comments may be deleted by you, other users, or us.

3.5 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

4. Information of Participants.

Information You Provide to Us. When you register to use the Services, you are required to provide certain information as part of the registration process which may include, but is not limited to, your first and last name, a valid email address, a password, and your country of residence (“Required Personal Data”). If you do not provide this information, you will not be permitted to create an account and therefore will not be able to interact with the Service in any way.

4.1 Your Responsibilities Regarding Information of Participants. As between DataSay and you, you have sole responsibility for any and all Information of Participants used and submitted in connection with the Services, and DataSay has no responsibility in connection thereto. You will comply with all data protection and privacy laws and rules applicable to Information of Participants. You must obtain and maintain consent from Participants (a) to your access, use, or disclosure of Information of Participants; and (b) to DataSay providing the tools for you to perform the actions described herein. You must obtain any authorizations from Participants required to enable DataSay to provide the Services. You will defend, indemnify, and hold harmless DataSay from any claim, suit or proceeding brought against DataSay by a Participant in connection with any acts or omissions with regards to such Information of Participants.

4.2 Sensitive Information of Participants. In addition to your responsibilities set forth in section 4.1 (Your Responsibilities Regarding Information of Participants), you specifically acknowledge and agree:

(a) you are solely responsible for compliance with the Children's Online Privacy Protection Act of 1998 ("COPPA"), including but not limited to, obtaining parental consent for the collection and use of Information from people under the age of thirteen (13) in connection with use of the Services by you and Participants;

(b) DataSay (i) is not acting on your behalf as a Business Associate or subcontractor as such terms are used, defined, or described in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented, ("HIPAA") when providing and making available the Services to you; and (ii) solely complies with the privacy and security terms described in these Additional Terms;

(c) you are solely responsible for compliance with HIPAA in connection with Protected Health Information (as such term is defined in HIPAA, the Health Information Technology for Economic and Clinical Health ("HITECH") provisions of the American Recovery and Reinvestment Act of 2009, and regulations promulgated thereunder, as each may be amended from time to time) obtained or used in connection with use of the Services by you and Participants; and

(d) you are solely responsible for compliance with any data protection and privacy laws and rules applicable to other sensitive information, including but not limited to social security numbers, credit card numbers, drivers’ license numbers, and bank account information, obtained or used in connection with use of the Services by you and Participants.

4.3 Emails to Participants. Emails related to the Services are generally sent to Participants by you and not by DataSay. As a result, even though certain Participants may have opted-out from receiving communications from DataSay, such Participants may receive certain Services-related emails sent by you. In addition, if applicable, DataSay may send emails to Participants in your name as your agent, at your request, and on your behalf. You are solely responsible for such emails and the contents thereof.

5. Account Management.

5.1. Keep Your Password Secure. Do not reuse your Account password on third-party applications. You, and not DataSay, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify DataSay immediately at info@DataSay.com. You may not (a) share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.

5.2. Keep Your Details Accurate. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

5.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, DataSay will not be liable for any failure to store, or for loss or corruption of, your Content.

5.4. Account Inactivity. DataSay may terminate your account and delete any content contained in it if there is no account activity (such as a log in event) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active. Accounts without a valid subscription will be terminated and any content deleted upon subscription expiration.

6. User Conduct.

6.1 Responsible Use. The DataSay communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.

6.2 Activation. Failure to activate or register the Services, validate the subscription, or a determination by us of fraudulent or unauthorized use of the Services may result in reduced functionality, inoperability of the Services, or a termination or suspension of the subscription.

6.3 Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:

(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;

(b) enable or allow others to use the Service, Software, or content using your account information;

(c) use the content or Software included in the Services to construct any kind of database;

(d) access or attempt to access the Services by any means other than the interface we provided or authorized;

(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;

(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);

(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(h) use a false email address, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) attempt to disable, impair, or destroy the Services, software, or hardware;

(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),

(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(l) place advertisement of any products or services in the Services;

(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or

(n) violate applicable law.

(o) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

(p) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You may not use the Services in a way that would subject DataSay to those industry-specific regulations without obtaining DataSay’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with DataSay that permits you to do so.

7. Notify Us of Infringers.

If you believe that something on our Website, Services or Software (“Services”) violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section.

7.1 In order for us to take action, you must do the following in your notice:

(a) provide your physical or electronic signature;

(b) identify the copyrighted work that you believe is being infringed;

(c) identify the item on our Services that you think is infringing your work and include sufficient information about where the material is located on our Services so that we can find it;

(d) provide us with a way to contact you, such as your address, telephone number, or e-mail;

(e) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on our Services; and

(f) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.

7.2 Contact information for our copyright agent:

DataSay, Inc.
Copyright Enforcement
44715 Prentice Drive #798, Ashburn, VA 20146
E-Mail: dmca@DataSay.com

7.3 We cannot take action unless you give us all the required information.

8. Fees and Payment.

8.1 Fees for Services. You agree to pay to DataSay any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable.

8.2 Subscriptions. We offer only annual subscriptions to our services. Our Services are billed on a subscription basis (“Subscriptions”). The purchase of an annual subscription plan will be billed as a one-time payment at time of purchase. Your Subscription will automatically renew, at your current subscription level, at the end of your annual subscription period unless you cancel the auto-renewal in writing and email the cancellation notice to info@datasay.com no later than 60 days before your account subscription expiration date.

8.3 Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. DataSay does not collect sales or use tax. Your purchase may be subject to use or sales tax by your state unless it is specifically exempt, and there may not be an exemption specifically based on the fact that a purchase is made over the internet, by catalog, or by other remote means. DataSay is not a tax advisor. Please consult your tax advisor and your state's department of revenue for more information.

8.4 Credit Card Information. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

8.5 Price Changes. DataSay may change the fees charged for Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. DataSay will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the changes become effective.

8.6 Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.

8.7 Onboarding Fees. If you have entered into another agreement with us concerning specific Services or Software, onboarding fees are amortized over the Agreement period. If the Agreement ends before the onboarding costs are recovered, you shall reimburse DataSay for any outstanding unreimbursed onboarding costs. For plans that include customization, as defined by the plan, “Customization Credits” that customization must be redeemed within the subscription period in which it was purchased. Customization credits do not rollover and have no monetary value.

9. Your Representations, Warranties, and Indemnification Obligations.

9. 1 Representations and Warranties. By using or accessing the Services, or submitting your Content, you (1) represent and warrant that you own or otherwise control all of the rights to your Content necessary to grant the licenses, including, without limitation, all the rights necessary for you to provide, upload, input or submit your Content, and have all right, power and authority to enter into these Terms of Use and the Privacy Policy and to fully perform thereunder, (2) represent and warrant that your use of the Services does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, or contractual right, or violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject, (3) represent and warrant that you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to the Services, (4) represent and warrant that you will only submit and use your Content in accordance with the licenses you have granted herein and (5) agree that DataSay shall not be liable to you or any third party for accepting or not accepting your Content or for deleting or not deleting your Content, in whole or in part.

9.2 Indemnification. You will indemnify, defend (or settle) and hold harmless DataSay our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys fees and all other costs, fees, and expenses (collectively, “Claims”) against DataSay our subsidiaries, affiliates, officers, agents, employees, partners, and licensors to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Services, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Content provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms of Use, including without limitation any breach of your representations and warranties herein. In connection with any Claims that may give rise to your indemnification obligations as set forth above, DataSay our subsidiaries, affiliates, officers, agents, employees, partners, and licensors shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to DataSay our subsidiaries, affiliates, officers, agents, employees, partners, and licensors pursuant to this Section.

9.3 If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify DataSay and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

10. Disclaimers of Warranties.

10.1 The Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services will meet your expectations; or that (d) any errors or defects in the Services will be corrected.

10.2 We specifically disclaim any liability for any actions resulting from your use of any Services. We do not warrant the accuracy of information contained in any Services. Users should contact appropriate authorities such as regulatory, licensing agencies or professional organizations if they have specific questions or need more detail. The final responsibility for the accuracy of the information from the Website is with the user. You may use and access the Services at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service.

11. Limitation of Liability.

11.1 To the fullest extent permitted under law, DataSay and Its Affiliates, Suppliers, Partners, are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (1) resulting from loss of use, data, or profits, whether or not foreseeable, (2)based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (3) arising from any other claim arising out of or in connection with your use of or access to the Services.

11.2 Notwithstanding anything to the contrary contained herein, DataSay’s total liability and the liability of each of its officers, directors, investors, employees, agents, advertisers, licensors, suppliers, service providers and other contractors to you or any third parties under any circumstance is limited to a maximum amount of US$100. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

12. Termination.

12.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle.

12.2 Termination by Us. DataSay reserves the right to refuse service, terminate accounts, remove content in its sole discretion. We may, at any time and without prior notice, immediately terminate or suspend all or a portion of your account and access to the Service. We will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account or access to the Service. Upon the termination of your Service account by us, we will close your account without notice and you will no longer be able to use the Service, including, but not limited to retrieval of the data about your Content, and we may delete, as applicable, your Content and all data related to your Content. If we terminate these Terms or Use for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. We may at any time terminate these terms (and your access to Services) with you if:

(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

(b) you fail to make the timely payment of fees for the Services, if any;

(c) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);

(d) we elect to discontinue the Services, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or

(e) there has been a period of inactivity in your free account or at the end of a trial period.

12.3 Further Measures. If DataSay stops providing the Services to you because you repeatedly or egregiously breach these Terms of Use, DataSay may take measures to prevent the further use of the Services by you, including blocking your IP address.

12.4 Termination by Group Administrator. Group administrators for a Service may terminate a user’s access to a Service at any time. If your group administrator terminates your access, then you may no longer be able to access content that you or other users of the group have shared on a shared workspace within that Service.

12.5 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.

13. Investigations.

13.1 Screening. We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing).

13.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.

14. Export Control Laws.

The Software, Services, content, and your use of the Software, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. You agree to comply with all the laws, restrictions, and regulations.

15. Dispute Resolution.

15.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us though our customer support desk at info@datasay.com. If a dispute is not resolved within 30 days of submission, you or DataSay must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Use as a court would. Such arbitration, all filings, evidence and testimony connected with the arbitration, and all relevant allegations and events leading up to the arbitration, shall be held in strict confidence.

15.2 Rules. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.

15.3 No Class Actions. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that we may bring suit in court to enjoin infringement or other misuse of our intellectual property rights.

15.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Software or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16. Compliance with Licenses.

If you are a business, company, or organization, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software or Services is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us in order to verify that its installation and use of any and all Software and Services is in conformity with your valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licenses, subscriptions, and any applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.

17. Miscellaneous.

17.1 Notice to DataSay. You may send notices to us to at the following address: DataSay Inc., 44715 Prentice Drive #798, Ashburn, VA 20146.

17.2 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.

17.3 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.

17.4 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party at any time without notice to you.

17.5 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

17.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

17.7 No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and DataSay as a result of these Terms of Use or your use of the Services or Software.

17.8 Statute of Limitations. Any cause of action you may have with respect to your use of the Services or Software must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.