PRIVACY DYNAMICS TERMS OF SERVICE

PRIVACY DYNAMICS TERMS OF SERVICE

Last Updated: November 15, 2021

Privacy Dynamics, Inc. (“Privacy Dynamics” or “we”) uses a proprietary algorithm to de-identify data. These Terms of Service (“Terms”) apply to your access to and use of our website at www.privacydynamics.io (the “Site”). By using our Site, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 13. If you do not agree to these Terms, do not use our Site.

We may supply different or additional terms in relation to the products or services we provide, and those different or additional terms become part of your agreement with us if you use those products or services. If there is a conflict between these Terms and those additional terms, those additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Site or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Site.

If you have any questions about these Terms or our Site, please contact us at info@privacydynamics.io.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy below.

2. Eligibility

You must be at least 13 years of age to use our Site. If you are under 18 years of age (or the age of legal majority where you live), you may use our Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Site.

If you use our Site on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Site. You will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Sell, resell or commercially use our Site;
  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;
  • Modify our Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site;
  • Use our Site other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site or that could damage, disable, overburden or impair the functioning of our Site in any manner;
  • Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Site that you are not authorized to access;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Site;
  • Develop or use any applications that interact with our Site without our prior written consent;
  • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  • Bypass or ignore instructions contained in our robots.txt file; or
  • Use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 3 is solely at Privacy Dynamics’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 3 does not create any private right of action on the part of any third party or any reasonable expectation that our Site will not contain any content that is prohibited by such rules.

4. Ownership; Limited License

Our Site, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, is owned by Privacy Dynamics or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Site are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site for your own personal, noncommercial use. Any use of our Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

5. Trademarks

Privacy Dynamics and our logos, our product or service names, our slogans and the look and feel of our Site are trademarks of Privacy Dynamics and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

6. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Privacy Dynamics or our Site (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Privacy Dynamics’s sole discretion. You understand that Privacy Dynamics may treat Feedback as nonconfidential.

7. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Site (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Privacy Dynamics does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

8. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Privacy Dynamics and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Privacy Dynamics Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Site, (b) your Feedback, (c) your violation of these Terms, (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), or (e) your conduct in connection with our Site. You agree to cooperate with the Privacy Dynamics Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Privacy Dynamics Parties will have control of the defense or settlement, at Privacy Dynamics’s sole option, of any such Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Privacy Dynamics or the other Privacy Dynamics Parties.

9. Disclaimers

Your use of our Site is at your sole risk. Except as otherwise provided in a writing by us, our Site and any content therein is provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Privacy Dynamics does not represent or warrant that our Site is accurate, complete, reliable, current or error-free. While Privacy Dynamics attempts to make your use of our Site and any content therein safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Site.

10. Limitation of Liability

To the fullest extent permitted by applicable law, Privacy Dynamics and the other Privacy Dynamics Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Privacy Dynamics or the other Privacy Dynamics Parties have been advised of the possibility of such damages.

The total liability of Privacy Dynamics and the other Privacy Dynamics Parties for any claim arising out of or relating to these Terms or our Site, regardless of the form of the action, is limited to $100.

The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Privacy Dynamics or the other Privacy Dynamics Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

11. Release

To the fullest extent permitted by applicable law, you release Privacy Dynamics and the other Privacy Dynamics Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12. Transfer and Processing Data

In order for us to provide our Site, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

13. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Privacy Dynamics and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and Privacy Dynamics agree that any dispute arising out of or related to these Terms or our Site is personal to you and Privacy Dynamics and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or Privacy Dynamics seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Privacy Dynamics seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Privacy Dynamics waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Site resolved in court. Instead, for any dispute or claim that you have against Privacy Dynamics or relating in any way to our Site, you agree to first contact Privacy Dynamics and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Privacy Dynamics by email at info@privacydynamics.io or by certified mail addressed to 1525 11th Ave, Suite 500, Seattle, WA 98122. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Privacy Dynamics cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Kings County, New York or may be conducted telephonically or via video conference for disputes alleging damages less than $1000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Privacy Dynamics agree that these Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, Privacy Dynamics, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Privacy Dynamics agree that for any arbitration you initiate, you will pay the filing fee and Privacy Dynamics will pay the remaining JAMS fees and costs. For any arbitration initiated by Privacy Dynamics, Privacy Dynamics will pay all JAMS fees and costs. You and Privacy Dynamics agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Site must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Privacy Dynamics will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by emailing us at info@privacydynamics.io. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.

If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms, (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13, and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.

14. Governing Law and Venue

Any dispute arising from these Terms and your use of our Site will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Washington and the United States, respectively, sitting in King County, Washington.

15. Modifying and Terminating our Site

We reserve the right to modify our Site or to suspend or stop providing all or portions of our Site at any time. You also have the right to stop using our Site at any time. We are not responsible for any loss or harm related to your inability to access or use our Site.

16. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

17. Miscellaneous

These Terms constitute the entire agreement between you and Privacy Dynamics relating to your access to and use of our Site. Notwithstanding any other provisions of these Terms, Sections 2, 3, and 5 through 17 survive any expiration or termination of these terms. The failure of Privacy Dynamics to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Site, in whole or in part, without your prior written consent.

PRIVACY DYNAMICS PRIVACY POLICY

Last Updated: August 6, 2021

This Privacy Policy explains how Privacy Dynamics, Inc. (“Privacy Dynamics,” “we,” or “us”) collects, uses, and discloses information about you. This Privacy Policy applies when you use our website, www.privacydynamics.io (our “Site”), contact our customer service team, engage with us on social media, or otherwise interact with us as a current or prospective customer.

We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of this policy and, in some cases, we may provide you with additional notice (such as adding a statement to our website or sending you a notification). We encourage you to review this Privacy Policy regularly to stay informed about our information practices and the choices available to you.

COLLECTION OF INFORMATION

Information You Provide to Us

We collect information you provide directly to us. For example, you share information directly with us when you create an account, fill out a form, send us an email, communicate with us via third-party platforms, request customer support, or otherwise communicate with us. The types of personal information we may collect include your name, email address, company name, phone number, and any other information you choose to provide.

Information We Collect Automatically When You Interact with Us

When you access or use our Site or otherwise transact business with us, we automatically collect certain information, including:

  • Device and Usage Information: We collect information about how you access our Site, including data about the device and network you use, such as your hardware model, operating system version, mobile network, IP address, unique device identifiers, browser type, and app version. We also collect information about your activity on our Site, such as access times, pages viewed, links clicked, and the page you visited before navigating to our Site.
  • Information Collected by Cookies and Similar Tracking Technologies: We (and our service providers) use tracking technologies, such as cookies and web beacons, to collect information about you. Cookies are small data files stored on your hard drive or in device memory that help us improve our Site and your experience, see which areas and features of our Site are popular, and count visits. Web beacons (also known as “pixel tags” or “clear GIFs”) are electronic images that we use on our Site and in our emails to help deliver cookies, count visits, and understand usage and campaign effectiveness. For more information about cookies and how to disable them, see the Your Choices section below.

Information We Derive

We may derive information or draw inferences about you based on the information we collect. For example, we may make inferences about your location based on your IP address or infer that you are looking to purchase certain products based on your browsing behavior and past purchases.

USE OF INFORMATION

We use the information we collect to promote our services and to deliver the products and services you request. We also use the information we collect to:

  • Provide, maintain, and improve our products and services;
  • Personalize and improve your experience on our Site;
  • Send you technical notices, security alerts, and support and administrative messages;
  • Respond to your comments and questions and provide customer service;
  • Communicate with you about products, services, and events offered by Privacy Dynamics and others and provide news and information that we think will interest you (see the Your Choices section below for information about how to opt out of these communications at any time);
  • Monitor and analyze trends, usage, and activities in connection with our Site;
  • Detect, investigate, and prevent security incidents and other malicious, deceptive, fraudulent, or illegal activity and protect the rights and property of Privacy Dynamics and others;
  • Debug to identify and repair errors in our Site;
  • Comply with our legal and financial obligations; and
  • Carry out any other purpose described to you at the time the information was collected.

SHARING OF INFORMATION

We share personal information in the following circumstances or as otherwise described in this policy:

  • We share personal information with vendors, service providers, and consultants that need access to personal information in order to perform services for us, such as companies that assist us with web hosting, payment processing, fraud prevention, customer service, and marketing and advertising.
  • We may disclose personal information if we believe that disclosure is in accordance with, or required by, any applicable law or legal process, including lawful requests by public authorities to meet national security or law enforcement requirements.
  • We may share personal information if we believe that your actions are inconsistent with our user agreements or policies, if we believe that you have violated the law, or if we believe it is necessary to protect the rights, property, and safety of Privacy Dynamics, our users, the public, or others.
  • We share personal information with our lawyers and other professional advisors where necessary to obtain advice or otherwise protect and manage our business interests.
  • We may share personal information in connection with, or during negotiations concerning, any merger, sale of company assets, financing, or acquisition of all or a portion of our business by another company.
  • We share personal information with your consent or at your direction.

We also share aggregated or de-identified information that cannot reasonably be used to identify you.

ANALYTICS

We allow others to provide analytics services on our behalf across the web and in mobile apps. These entities may use cookies, web beacons, device identifiers, and other technologies to collect information about your use of our Site and other websites and applications, including your IP address, web browser, mobile network information, pages viewed, time spent on pages or in mobile apps, links clicked, and conversion information. This information may be used by Privacy Dynamics and others to, among other things, analyze and track data, determine the popularity of certain content, and better understand your online activity.

TRANSFER OF INFORMATION TO THE UNITED STATES AND OTHER COUNTRIES

Privacy Dynamics is headquartered in the United States, and we have operations and service providers in the United States and other countries. Therefore, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it.

YOUR CHOICES

Cookies

Most web browsers are set to accept cookies by default. If you prefer, you can usually adjust your browser settings to remove or reject browser cookies. Please note that removing or rejecting cookies could affect the availability and functionality of our Site.

Communications Preferences

You may opt out of receiving promotional emails from Privacy Dynamics by following the instructions in those communications. If you opt out, we may still send you non-promotional emails, such as those about your account or our ongoing business relations.

CONTACT US

If you have any questions about this Privacy Policy, or about any information collected on our website, please contact us at info@privacydynamics.io.

This Software as a Service Agreement (“Agreement“) is entered into as of the Effective Date (as defined below) by and between Privacy Dynamics, Inc. (“Privacy Dynamics,” “we,” or “us“) and you or the entity you represent (“you“), and governs your access and use of the Privacy Dynamics Cloud service and related services (collectively, the “Services“). This Agreement is effective as of the date you indicate acceptance (e.g., via click-through or other electronic means) (the “Effective Date“).

PRIVACY DYNAMICS SOFTWARE AS A SERVICE AGREEMENT

Last Updated: December 1, 2021

This Software as a Service Agreement (“Agreement“) is entered into as of the Effective Date (as defined below) by and between Privacy Dynamics, Inc. (“Privacy Dynamics,” “we,” or “us“) and you or the entity you represent (“you“), and governs your access and use of the Privacy Dynamics Cloud service and related services (collectively, the “Services“). This Agreement is effective as of the date you indicate acceptance (e.g., via click-through or other electronic means) (the “Effective Date“).

PLEASE READ THIS AGREEMENT CAREFULLY. BY INDICATING ACCEPTANCE OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND ALL TERMS INCORPORATED INTO THIS AGREEMENT BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT, DO NOT USE THE SERVICES.

We may make changes to this Agreement from time to time. If we make changes, we will provide you with notice of the changes, such as by sending an email or providing a notice through our website. Unless we say otherwise in our notice, the amended Agreement will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the Services.

1. The Services.
  1. Description. The Services are designed to perform the following functions with respect to the data, records, information, and other materials that you provide to us (including, without limitation, any “Protected Health Information” as defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and the implementing regulations promulgated thereunder (“HIPAA“)) (collectively, “Your Data“):

    • (a) De-Identification. The Services are designed to de-identify Your Data in accordance with HIPAA pursuant to the expert determination method under 45 C.F.R. §164.514(b)(1) or the safe harbor method under 45 C.F.R. §164.514(b)(2) (the “De-Identified Data“);
    • (b) Limited Data Sets. The Services are designed to create limited data sets of Your Data in compliance with HIPAA pursuant to 45 C.F.R. §164.514(e)(2) (the “Limited Data Sets“); and
    • (c) Statistical Reports. The Services are designed to generate statistical reports detailing how the De-Identified Data have been rendered such that the risk of re-identification is very small, in accordance with the HIPAA expert determination method (the “Statistical Reports“). 
  2. Access to Services. Subject to the terms and conditions of this Agreement and solely during the Term (as defined below), Privacy Dynamics will use commercially reasonable efforts to provide the Services to you, which you may access and use solely for your internal business purposes. You acknowledge and agree that Privacy Dynamics may update the Services and underlying technologies and methods based on reasonable commercial factors, including those necessary to meet legal, regulatory or industry‐standard requirements.  
  3. Ownership. Privacy Dynamics retains all right, title and interest in and to the Services, together with all database structures and other components thereof, including all intellectual property rights related to or embodied in the foregoing. No license or other right will be created under this Agreement by implication, estoppel or otherwise, except as specifically provided in this Agreement. You acknowledge that the Services include Privacy Dynamics’s valuable trade secrets and improper use or disclosure may cause Privacy Dynamics irreparable harm. Accordingly, you agree to use the Services solely as authorized in this Agreement. You further acknowledge that the license granted pursuant to this Agreement is not a sale and does not transfer to you title or ownership of the Services, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO PRIVACY DYNAMICS.
  4. Your Data. You must timely provide Your Data to us as reasonably necessary for, or otherwise in connection with, our provision of the Services. Without limiting the foregoing, you must provide us with timely and complete access to your credentials for the applicable third-party data warehouse, repository, and/or other platform (collectively, the “Data Repositories“) so we can access Your Data in order to perform the Services.  You hereby grant to us the right to access the Data Repositories via your account credentials for such Data Repositories and to access, reproduce, process, display, adapt, modify, create derivative works of, analyze, and otherwise use and exploit Your Data to provide, maintain, and improve the Services. You acknowledge that (a) we are relying on your timely, complete, and accurate provision of Your Data and access to the applicable Data Repositories to us for our provision of the Services and (b) we will not be responsible or liable for failures or delays in providing the Services to the extent resulting from (i) your delay or failure to provide Your Data or access to the Data Repositories in a timely manner or (ii) the inaccuracy or incompleteness of Your Data. As between the parties and subject to the express grants within this Agreement, you own all right, title and interest in and to Your Data, the De-Identified Data, and all Limited Data Sets, and any and all intellectual property rights embodied in the foregoing.
2. Restrictions

Except as expressly authorized by this Agreement, you may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof), (c) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) use the Services to build a competitive product or service, or copy any features or functions of the Services, (e) remove, alter, or obscure any proprietary notices in or on the Services including copyright notices, (f) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services, (g) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services, (h) use the Services for any purpose that is illegal in any way or that advocates illegal activity, or (i) cause or permit any User (as defined below) or third party to do any of the foregoing. 

3. Accounts and Eligibility
  1. Accounts. In order to access and use the Services, you must (a) register for an electronic account with us (an “Account“), which you may do on our website or via authorized third-party methods, e.g., linking your third-party account credentials and (b) accept this Agreement. Accounts may be created for each user within your organization that is authorized to access and use the Services (each, a “User“) and the terms and conditions of this Agreement will apply to each such User. You will ensure that no User or other person accesses the Services on behalf of another person or entity and that no User shares or transfers access rights to the Services. You must, and must ensure that all Users, (i) provide accurate Account information and promptly update that information if it changes, (ii) maintain the security of each such Account, and (iii) notify us in promptly in writing upon discovery or suspicion that someone has accessed such Account without permission. You are responsible for any and all acts or omissions of Users.
  2. Eligibility. You represent and warrant that you and all Users (a) are at least 18 years of age, (b) are not a resident of, or located in, any country subject to a United States embargo or other similar United States export restrictions, including Iran, Cuba, North Korea, the Region of Crimea, Sudan or Syria, and (c) are not on the United States Treasury Department’s list of Specifically Designated Nationals, the United States Department of Commerce’s Denied Persons List or Entity List, or any other United States export control list.
4. Payment Terms.
  1. Credits. Subject to Section 4.3 below, in order to use the Services, you must purchase credits (“Credits“) with U.S. dollars. We disclose Credits, and the amount of U.S. dollars required to purchase such Credits, on our website. Upon your purchase of Credits, we will deposit such Credits into your Account and you may redeem such Credits by using the Services. You acknowledge and agree that: (a) once you have reached the limitations on use of the Services permitted by the Credits you have purchased, we will no longer provide the Services until you purchase additional Credits; (b) we may from time to time adjust the amount of U.S. dollars required to purchase a given amount of Credits in our sole discretion (provided, that previously-purchased Credits will, subject to this Section 4.1, remain in your Account without adjustment); (c) Credits cannot be substituted, exchanged, reloaded, resold, transferred for value, redeemed for cash, or applied to another Account; and (d) we may limit the number of Credits you can purchase and/or redeem within a certain period of time and implement other restrictions on the receipt or use of Credits. Unless we expressly state otherwise, Credits expire on the earliest of (i) [number of months] after Credits are credited to your Account], (ii) we suspend or terminate your ability to redeem Credits, (iii) we discontinue providing Credits as a method for your use of the Services, or (iv) as otherwise set forth in this Agreement. We reserve the right to suspend or terminate your ability to purchase and/or redeem Credits if you violate this Agreement. We may also suspend, terminate or otherwise limit your access to Credits if we suspect fraudulent, abusive or unlawful activity associated with your Account and/or your use of Credits.
  2. Charges. You authorize Privacy Dynamics (or its authorized payment processor) to charge the payment card provided to us in accordance with the terms and conditions of this Agreement, and you represent and warrant that you are authorized to use and have fees charged to the payment card provided by you to Privacy Dynamics. If your payment method described in this Section 4.2 fails, we will not issue Credits to you.
  3. Beta Versions. We may provide “beta” or “free” versions of the Services. If you are using a “beta” or “free” version of the Services, then notwithstanding any terms to the contrary in this Agreement, (a) Section 4.1 above will not apply to any “beta” or “free” version of the Services (b) no indemnification obligations of Privacy Dynamics will apply to any “beta” or “free” version of the Services, and (c) all “beta” or “free” versions of the Services are provided “AS IS” and “AS AVAILABLE” without any representations, warranties, covenants, or conditions of any kind. 
5. Term, Termination, and Effects of Termination. 
  1. Term. Unless terminated as set forth in Section 5.2, this Agreement commences upon the Effective Date and continues for an initial period of 1 year (the “Initial Term“). Thereafter, unless terminated as set forth in Section 5.2, this Agreement will automatically renew for successive 1-year periods (each, a “Renewal Term“) (the Initial Term and the Renewal Term are referred to individually and collectively as the “Term“). 
  2. Termination. Either party may terminate this Agreement by providing the other party with written notice of termination no less than 30 days prior to the close of the then-current Term. Either party may terminate this Agreement, for cause, if the other party materially breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach. In addition, you may terminate this Agreement at any time by deleting your Account. 
  3. Effects of Termination. Upon any termination of this Agreement, (a) all rights and licenses granted to you under this Agreement will immediately terminate, (b) Credits will automatically expire, will be deleted from your Account (or deleted along with your Account), and will be unusable as of the date of termination, and (c) you must delete from your systems or otherwise destroy all Confidential Information (as defined below) of Privacy Dynamics (and, on request from Privacy Dynamics, certify in writing as to such deletion or destruction). Notwithstanding any terms to the contrary in this Agreement, (i) Sections 2, 5.3, 6.2, 7, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement, and (ii) no refunds will be issued (except as set forth in Section 8.1 below). 
6. Representations and Warranties.
  1. Each Party. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (c) the person accepting this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement and bind the entity it represents to this Agreement, and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms. 
  2. Your Representations and Warranties. Further, you represent, warrant and covenant that (a) you possess all necessary rights and consents to grant Privacy Dynamics the rights set forth in this Agreement with respect to Your Data and any Data Repositories, (b) you have collected Your Data in accordance with all applicable laws, rules, and regulations, (c) neither Your Data nor Privacy Dynamics’ use of Your Data in accordance with this Agreement will (i) infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party or (ii) violate applicable laws, rules, or regulations, (d) you will use the Services in accordance with all applicable laws, rules, and regulations, and (e) Your Data is accurate, complete, and adheres to any and all formats specified in the documentation for the Services.
7. Disclaimer.

EXCEPT AS SET FORTH IN SECTION 6.1, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (A) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (C) ANY DATA PROVIDED VIA THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT YOUR DATA WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (D) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR WE WILL DETECT ANY BUG IN THE SERVICES, (E) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (F) THIRD-PARTY DISRUPTIONS OR SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED. WITHOUT LIMITING THE FOREGOING, (I) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR DATA AND (II) WE ARE NOT LIABLE OR RESPONSIBLE, AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY, FOR ANY THIRD-PARTY SERVICES (AS DEFINED BELOW) (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR RESPONSIBILITY FOR FAILURE OR DELAY IN PERFORMING THE SERVICES RESULTING FROM ANY ERRORS IN, OR MALFUNCTIONS OF, SUCH THIRD-PARTY SERVICES). 

8. Indemnification.
  1. Indemnification by Privacy Dynamics. Privacy Dynamics will indemnify, defend and hold you harmless from and against any and all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses“) arising from any claim, demand, action or other proceeding by a third party (collectively, “Claims“) to the extent alleging that your permitted use of the Services as provided by Privacy Dynamics infringes or misappropriates any third party’s intellectual property rights. If a Claim of infringement or misappropriation under this Section 8.1 occurs, or if Privacy Dynamics determines that a Claim is reasonably likely to occur, Privacy Dynamics will have the right, at its option: (a) to obtain a right for you to continue using such Services; (b) to modify such Services to make them non-infringing; (c) to replace such Services with a non-infringing equivalent; or (d) to terminate this Agreement upon written notice to you and refund any pre-paid fees for the allegedly infringing Services. Notwithstanding the foregoing, Privacy Dynamics will have no obligation under this Section for any Claim resulting or arising from (i) modifications to Services that were not performed by or on behalf of Privacy Dynamics, (ii) the combination, operation or use of the Services in connection with a third-party product or service, or (iii) use of the Services other than in strict compliance with this Agreement. THIS SECTION 8.1 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND PRIVACY DYNAMICS’S SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO A CLAIM THAT THE SERVICES INFRINGE OR MISAPPROPRIATE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. 
  2. Indemnification by You. You will indemnify, defend and hold harmless Privacy Dynamics, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all Losses arising from any Claim to the extent resulting from, related to or arising out of any actual or alleged (a) breach by you or any Users of this Agreement or any other act or omission of you or any Users, (b) your or any Users’ gross negligence or willful misconduct, or (c) your or your Users’ violation of applicable laws, rules, or regulations.
  3. Procedures. The indemnifying party’s indemnification obligations under this Section 8 are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it (provided that failure to give such notice shall not alleviate the indemnifying party of its obligations hereunder to the extent such failure does not materially prejudice the indemnifying party), (b) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except in the event of a conflict of interest and except that the indemnified party must approve any settlement that requires an affirmative obligation or admission of fault of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement.
9. Limitation of Liability.

To the maximum extent permitted under applicable laws, rules, or regulations:

  1. Consequential Damages Waiver. EXCEPT FOR (A) BREACHES OF SECTIONS 2 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
  2. Liability Cap. EXCEPT FOR (A) BREACHES OF SECTIONS 2 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO PRIVACY DYNAMICS UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
  3. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. Confidentiality.
  1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party“) to the other party (the “Receiving Party“) (or all information (whether in oral, written, or other tangible or intangible form) acquired by the Receiving Party), concerning or related to this Agreement or the Disclosing Party (whether before, on or after the Effective Date) that the Receiving Party knows or reasonably should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party (or acquisition of the information by the Receiving Party), is proprietary information of the Disclosing Party.
  2. Obligations. During the Term and for a period of 5 years thereafter, each party will maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except to perform its obligations or exercise its rights hereunder. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. In addition, the Receiving Party may only disclose Confidential Information to its directors, officers, employees, and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, and only if such directors, officers, employees, and/or contractors are bound by confidentiality restrictions no less restrictive than the terms contained in this Section 10. Each party agrees that the terms and conditions of this Agreement will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement in confidence (a) to such party’s legal counsel, accountants, banks, financing sources, and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed equity investment, initial public offering, merger, acquisition, change in control or similar transaction. 
  3. Exceptions. Confidential Information will not include information to the extent that it: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession without obligation of confidentiality prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law rule, regulation, administrative order, or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order“), but solely on the conditions that the Receiving Party: (i) to the extent legally permitted, promptly gives the Disclosing Party written notice of the Court Order within 48 hours after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. 
11. General Provisions.
  1. Governing Law and Venue. This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Washington, without regard for any choice of law or other rules that would cause the laws of any other jurisdiction to apply. Each party submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington (the “Chosen Courts“) in any litigation arising out of or relating to this Agreement, agrees that all claims in respect of any such litigation will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).
  2. Subcontractors.  Privacy Dynamics may use subcontractors to perform all or part of the Services.
  3. Audit. Privacy Dynamics may, by itself or through an independent third party, audit your use of the Services to verify your compliance with this Agreement. You agree to provide reasonable access to your systems and records for purposes of conducting these audits. 
  4. Third-Party Services. You acknowledge and agree as follows: (a) we use third-party hosting infrastructures and/or other services in connection with the Services (the “Third-Party Infrastructures“) and (b) in order for us to access Your Data and perform the Services, you will be required to provide us access to the Data Repositories (the Third-Party Infrastructures and Data Repositories, collectively, “Third-Party Services“). Notwithstanding any terms to the contrary in this Agreement, Privacy Dynamics disclaims any liability or responsibility with respect to the Third-Party Services.  You agree to abide by any terms and conditions with respect to such Third-Party Services.
  5. Feedback. Any suggestions, comments, or other feedback provided by you or any Users to Privacy Dynamics with respect to Privacy Dynamics or the Services (collectively, “Feedback“) will not constitute your Confidential Information, and Privacy Dynamics will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 
  6. Analytics. You acknowledge and agree that Privacy Dynamics may collect, create, use, and store (a) anonymized and/or aggregated statistics regarding use of the Services and/or any individuals and/or entities that interact with the Services and/or (b) information, data, reports, and/or other content derived from our use of Your Data as permitted in Section 1.4 (collectively, “Analytic Data“). As between the parties, Privacy Dynamics owns all right, title, and interest in and to the Analytic Data, together with any and all intellectual property rights embodied in or related to the foregoing. For clarity, the Analytic Data expressly excludes the De-Identified Data and Limited Data Sets, each of which are owned by you.
  7. Publicity. You consent to Privacy Dynamics’s use of your name and logo on the Privacy Dynamics website, identifying you as a customer of Privacy Dynamics and describing your use of the Services notwithstanding any terms to the contrary in this Agreement. You agree that Privacy Dynamics may issue a press release identifying you as customer of Privacy Dynamics.
  8. Force Majeure. Neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseeable or not, including but not limited to acts of God (fires, storms, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers, epidemic, pandemic (including COVID-19), government actions, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
  9. Electronic Communications. Privacy Dynamics may choose to electronically deliver all communications with you, which may include email to the email address on or linked to your Account. Privacy Dynamics’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. You agree to do business electronically with Privacy Dynamics and to receive electronically all current and future notices, disclosures, communications, and information, and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
  10. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either party may assign this Agreement to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise without such consent. This Agreement will be binding upon and enforceable against any successor or permitted assignee.
  11. Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. 
  12. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, (a) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction, and (b) such provision, in such jurisdiction, will be replaced by a valid, legal and enforceable provision that best reflects the parties’ intent for such first provision.