DataConnectr Terms of Use

1. Definitions

The following terms have the meanings set forth below:

Connector means an interface between DataConnectr and one of your External Systems, and which may be installed on DataConnectr or on the External System, as agreed by IDHL.

Contract means the IDHL terms and conditions together with a statement of work signed by you or on behalf of your employer.

DataConnectr means the integration platform as a service which syncs data via connecting multiple different platforms together.

Data Record means a single record of your data that is input to or output from DataConnectr.

External System means any electronic system, data store, software application, website or other system from which you wish DataConnectr to receive Data Records or to which you wish DataConnectr to send Data Records.

IDHL Ingenuity Digital Limited (company number 07543416), a company registered in England having its registered office at 10 South Parade, Leeds, England, LS1 5QS.

Mission means a programmable operation to be performed on a Data Record that may involve multiple Transactions. An example would be a Mission involving the creation of a new Data Record, the comparison of a Data Record with one or more other Data Records and/or the output of a Data Record to an External System.

Transaction means a single process carried out on a single Data Record, which may be the capture or transformation of that Data Record as part of a Mission.

User means you or a member of your staff or subcontractors who is authorised to access DataConnectr.

2. Licence

2.1 For the duration of, and subject to, the terms of the Contract, IDHL hereby grants to you a personal, non-transferable right to use DataConnectr.

2.2 You agree that:

a) you have no rights to download, copy or install DataConnectr or any part thereof onto any media or computer system belonging to you or any third party;

b) you will not make DataConnectr available in any manner to third parties;

c) you will use DataConnectr for your internal business purpose only, and will not use DataConnectr to provide services to third parties through a service bureau or other arrangement, unless otherwise agreed in writing by IDHL; and

d) you will take security measures sufficient to safe guard DataConnectr from access by persons other than Users and will require each User to keep their login details and password secret.

2.3 You shall be permitted to perform certain administration and configuration tasks, including the creation, deletion and amendment of Missions (the "Administrative Functions"). You undertake to keep all usernames, passwords and other access details relating to the Administrative Functions confidential and you agree that you will be liable for any loss or damage arising as a result of your failure to do so.

2.4 IDHL reserve the right to remove or suspend access to DataConnectr for short periods of time to carry out maintenance.

2.5 IDHL endeavour to carry out regular backups of DataConnectr configuration and Missions using industry-standard backup tools and procedures. However, any Records captured are not stored permanently and IDHL does not perform backups on the Data Records. IDHL does not therefore accept liability for any loss of Data Records, howsoever arising. It is strongly advised that you backup valuable Data Records prior to sending them to IDHL from your External Systems.

3. Acceptable Use

3.1 You agree not to:

a) probe, scan, or test the vulnerability of any system or network used with DataConnectr;

b) tamper with, reverse engineer or hack DataConnectr, circumvent any security or authentication measures or attempt to gain unauthorised access DataConnectr (or any portion thereof) or related systems, networks or data;

c) modify or disable DataConnectr or use DataConnectr in any manner that interferes with or disrupts the integrity or performance of DataConnectr or related systems, network or data;

d) overwhelm or attempt to overwhelm IDHL’s infrastructure by imposing an unreasonably large load on DataConnectr that consumes extraordinary resources;

e) use DataConnectr to generate or send unsolicited communications, advertising or spam, or otherwise cause DataConnectr to become impaired in its ability to send communications;

f) use DataConnectr for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws); or

g) permit or encourage anyone else to commit any of the actions above.

3.2 Without affecting any other remedies available, IDHL may permanently or temporarily terminate or suspend your or any User’s account or access to DataConnectr without notice if IDHL (in its sole discretion) suspects or determines that a User has violated these terms of use or any terms of the Contract. IDHL shall have no liability for any loss or damage incurred in connection with such suspension, and no refund shall be due in respect of any such period of suspension.

4. External Systems and Data Records

4.1 You warrant and represent that the External Systems are owned by or licensed to you and that you have all necessary rights and licences to permit IDHL to:

a) create, install, configure, test and operate Connectors on such External Systems;

b) take feeds of Data Records from such External Systems; and

c) send feeds of Data Records to such External Systems as determined by the Missions.

4.2 You warrant and represent that the Data Records provided to DataConnectr from the External Systems are owned by or licensed to you and that you have all necessary rights and licences to permit IDHL to:

a) temporarily store the Data Records for the purposes of fulfilling a Mission;

b) process the Data Records as determined by the Missions; and

c) send the Data Records to other External Systems as determined by the Missions.

4.3 IDHL acknowledges that you are the owner or licensor of the External Systems and the Data Records and that IDHL shall acquire no rights in them save to the extent necessary to perform its obligations under the Contract.

5. Third Party Infrastructure

5.1 The infrastructure on which DataConnectr is provided is via a third party provider. You acknowledge and accept that IDHL has no control over the uptime or availability of such third party provider’s services and provides no warranties in the respect of up time, timelines or quality of the third party infrastructure.

6. Intellectual Property

6.1 IDHL is the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other intellectual property rights that subsist in DataConnectr and in any Connector created by it. For the avoidance of doubt, title and all intellectual property rights to any design, new software, new protocol, new interface, enhancement, update, derivative works, revised screen text or any other items that IDHL create for you shall remain vested in IDHL or its licensors. Any rights not expressly granted herein are reserved to IDHL.

6.2 IDHL shall have no liability for any third party claim resulting from the combination of DataConnectr with External Systems, or if the same results from any breach of your obligations under the Contract.