Last Modified: July 26, 2022
These Terms require users to use arbitration on an individual basis to resolve disputes rather than using jurytrials or class actions. These Terms contain exclusions, disclaimers, and limitations of liability. Please read theseTerms carefully.
These Terms of Service (the “Terms”) apply to your use of the Dynamhex platform (the “Platform”). These Termsare effective as of the Last Modified date above. If you are a Customer (defined below) and you signed an orderform or similar agreement withus before the Last Modified date above, then that other agreement and our priorterms will supersede these Terms.
“We” and “You”
All references to “us”and similar words such as “we” and “our” (even if not capitalized) mean Dynamhex, Inc., a Delaware corporation. All references to “you” and similar words such as “your” (even if not capitalized) mean the individual using the Platform, and if you are using the Platform on behalf of a business entity, it means both you and that business.
Your Agreement to these Terms
By using the Platform, you are agreeing to these Terms and the other policies referenced in these Terms. If you are using the Platform on behalf of a business entity, then you represent that you are authorized to use the Platform on behalf of that business and you are agreeing to these Terms and the other policies referenced in these Terms on behalf of both you and that business.
If you do not agree to these Terms, then you may not use the Platform.
Use of the Platform
License to Use the Platform
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Platform solely for your government or business purpose. Certain portions of the Platform are reserved for Customers and their authorized users (and require payment of certain fees as described below). If you are using those portions of the Platform under a Customer’s subscription, then your license to use the same will be limited to the duration of that subscription (or such shorter period as requested by the Customer).
Accuracy of Data
Most of the information in the Platform is generated based on publicly available information. As such, most of such information constitutes estimates only, and may not be100% accurate for each parcel or area
The Platform may provide users with access to data and reports. However, we do not make any decisions regarding business or governmental affairs. Rather, it is solely up to each user to make their own decisions. We will not be liable for any such decisions.
Not for Children
The Platform is not designed for children. You may not use the Platform if you are under 13 years old.
You shall not directly or indirectly: (a) use the Platform for any illegal purpose or in a way that would violate another contract, (b) resell or otherwise make the Platform available to third parties without our express permission,(c) use the Platform in any way that may harm the Platform, including using bots, scrapers, harvesters, or other automated systems, (d) take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Platform, or (e) attempt to use the Platform without our express permission after we have terminated your right to use the Platform.
We may add to, modify, suspend, or discontinue, all or parts of the Platform at any time, for any reason, with or without notice to you, except as otherwise agreed to by us in writing. We will not be liable to you for any such change.
We will not have any obligation to provide any customer support with respect to your use of the Platform except asotherwise agreed to by us in writing.
You must keep your account credentials private and may not allow other people to use your account. You are responsible for everything that happens through your account.
Customer - Specific Terms (Subscriptions & Paid Services)
We may allow certain users to purchase subscriptions on behalf of their business/government entity for such entity (and its authorized users) to access premium features within the Platform (each such entity, a “Customer”). Except as permitted by us in writing, the only way to create a subscription is through the Platform. In either event, regardless how you create your subscription, your and your authorized users’ use of the Platform under a subscription will be subject to these Terms.
All subscriptions will have an initial term described in the subscription creation process. All subscriptions will automatically renew for successive renewal terms equal in length to the initial subscription term.
Provision of Subscription Services
We will use reasonable efforts to always make the subscription services available to the Customer and its authorized users during the Customer’s subscription, subject to scheduled downtime, which will generally not occur without prior advance notice to the Customer.
Additional Services (Implementation Services)
We may provide additional services to a Customer (for example, implementation or consulting services). If we do,then you and we may enter a separate agreement for such additional services. If that separate agreement includes payment for a subscription, then the subscription will be subject to these Terms
Purchasing a Subscription
To purchase a subscription, you must provide valid payment information to us. When you provide that information, you are authorizing us and our third-party payment vendors to charge all applicable subscription fees to your chosen payment method. All such fees will be described to you in the Platform or another written means. We may offer different subscription tiers (for example “community” or “enterprise” tiers) and each tier may have different rights and permission sets as described in the Platform. You must ensure that your payment information in your account remains current and valid so that we may charge all subscription fees to you during your subscription.
(We may also offer free, promotional uses of the Platform, in our sole discretion. We may withdraw your right to use any one or more of such promotional offers at any time, for any reason, with or without notice to you.)
All subscription fees must be paid in advance, are non-cancelable, and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form, all of which must be paid by the Customer and not us. We may charge the Customer interest at 1.5% per month for any undisputed subscription fees which are not timely paid in accordance with these Terms. We will not change a Customer’s subscription fees during that Customer’s initial subscription term, however, we may change them thereafter.
If you fail to pay any applicable subscriptions fees associated with your account (including if we are unable to successfully charge the payment information you provide to us), then we may terminate your subscription (including your account and your ability to use the Platform) and we may delete all your data in our systems
Cancelling a Subscription
Customers can cancel their subscriptions at any time using the settings in their account profile. All such cancellations will be effective at the end of the then-current subscription term. Even if the Customer cancels before the end of its then-current subscription term, the Customer will not be entitled to a refund for the remainder of the term. If the Customer or any of its users breach any of their obligations in these Terms (including non-payment of fees) or any agreement between us and the Customer or its users, then we may immediately terminate the Customer’s subscription by notifying the Customer. If a Customer’s subscription is cancelled, then we may delete all the Customer’s data in our systems
We will (a) take all reasonable measures to protect the confidentiality of the Customer’s Confidential Information in our possession; (b) not disclose any of the Customer’s Confidential Information to any third party except as permitted in these Terms or as otherwise directed by the Customer; and (c) not use any of the Customer’s Confidential Information except as permitted in these Terms or as otherwise directed by the Customer. We may, however, disclose the Customer’s Confidential Information to our employees and contractors as required in the ordinary course of our business provided each recipient agrees to protect the Customer’s Confidential Information in writing. Additionally, we may disclose the Customer’s Confidential Information to the extent we are compelled to do so by law, provided we (i) take reasonable measures to maintain the confidentiality of the Customer’s Confidential Information (for example, seeking a protective order); and (i) provide reasonable prior notice to the Customer to the extent legally permitted. “Confidential Information” means all the Customer’s information the Customer or its authorized users disclose to us under these Terms that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (w) we knew before disclosure under these Terms; (x) was or becomes public through no fault of us; (y) we independently developed; or (z) was rightfully given to us by another party. Our confidentiality obligations to each Customer under these Terms will apply during the Customer’s subscription and will survive its termination for five years. These Terms will not be used to limit or invalidate a party’s rights under applicable trade secret laws.
You may be allowed to submit content to us (such as text, documents, images, audio, videos, and more) (“User Content”). By submitting User Content to us, you represent that you own that User Content, or otherwise have legal rights to that User Content, and that the license you grant us to use that User Content is valid and does not violate any other contract or law.
License to Use the User Content
By uploading User Content, you grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, store, use, process, copy, distribute, display, perform, create derivative works from, and export, User Content, with or without attribution for the following purposes: (a) to provide, maintain, and update the Platform, (b) to prevent or address service, security, support, and technical issues, with the Platform, and (c) as required by law.
If you are using the Platform under a Customer’s subscription, then the Customer may have or may obtain ownership rights to your User Content.
Visibility of User Content
Please note that your User Content may be visible to other users of the Platform depending on the privacy settings chosen by you. We cannot guarantee that those other users will not violate your rights with respect to your User Content and we disclaim all liability for uses by other users
Deleting User Content
Notwithstanding anything contrary in these Terms, we do not have any obligation to retain or otherwise backup your User Content
Our Property Rights
The Platform (including all design, software, code, and other content on the Platform) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. As between you and us, we own all the foregoing. Your use of the Platform does not grant any rights to you other than the right to use the Platform for their intended purpose as outlined in these Terms.
We respect intellectual property rights and it is our policy to comply with the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on the Platform infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a DMCA Notice to our Designated DMCA Agent at Email mailto:firstname.lastname@example.org.
- Your DMCA Notice must include all the following:
- Identification of the copyrighted work that you claim has been infringed.
- Identification of the material that is claimed to be infringing and specifically where it is located on the Platform.
- Sufficient information for us to contact you such as your address, phone, or email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
PLEASE NOTE: Under U.S. federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Application Program Interface (API) Terms
API Terms & Conditions
We may allow certain Customers and their authorized users to interact with the Platform (including submitting, receiving, modifying, using, and displaying, certain information and data from the Platform) using their own application (an “Application”). Those Customers and their authorized users must comply with these additional API Terms while using the Application and our APIs. For clarity, for Customers and their authorized users using our APIs, the term “Platform” includes our APIs. We may limit the amount or types of information and data which you may submit or receive using our APIs at any time, for any reason. Although Customers and their authorized users may use their Application to interact with the Platform, the Customer and its authorized users may not use any of our information or data which they obtain through that Application for any use not otherwise permitted by these Terms. Customers and their authorized users may not assign any of the rights we grant to them with respect to their Applications or our APIs without our prior and express written consent. If we publish any additional API Documentation, then the Customer and its authorized users shall comply with all of that documentation at all times with respect to their use of our APIs. We may suspend or terminate one or more of a Customer’s or its authorized users’ rights to interact with the Platform using an Application and our API at any time, for any reason.
Exclusions, Disclaimers, & Limitations of Liability
All references to “us” and similar words such as “we” and “our” (even if not capitalized) in this section mean us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates.
- The Platform is offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.
- Without limitation, we do not represent or warrant that (a) the information on the Platform is free from error, (b) the functionality of the Platform will be uninterrupted, secure, or free of errors, (c)defects in the Platform will be corrected, or (d) that the Platform or the equipment the Platform use are free of viruses.
- To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement, and all liability for identity theft and other misuse of your identity or content.
- We do not vet content submitted by users of the Platform and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.
- We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Platform, or for any other websites or applications which are linked to or referenced in the Platform. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
- We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Platform or your use of the Platform.
- All limitations of liability in these Terms will apply regardless of whether you or the third party bases your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.
- All limitations of liability in these Terms will apply to the fullest extent permitted by law.
- Subject to the limitations of liability in these Terms, our liability to you or any third party will not exceed the amount you paid for the Platform, or if the claim does not relate to a purchase, then $100.
- Any cause of action or claim which you may have which arises out of or in connection to the Platform or your use of the Platform must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.
- All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.
Some jurisdictions do not allow certain exclusions, disclaimers, and limitations of liability. To the extent such jurisdictions’ laws are applicable to your use of the Platform, such exclusions, disclaimers, and limitations of liability, will be limited to the extent required by the applicable law.
You may terminate your account or your use of the Platform at any time. If you owe us any payments at the time you terminate your account or use of the Platform, then you must promptly pay us all such payments after the termination. In all cases, you will remain liable for any damage you caused or may later cause to us or any part of the Platform.
We may temporarily or permanently terminate individual users’ rights to use the Platform if the user breaches any obligations in these Terms. We may exercise those rights at any time, for any reason, in our sole discretion, with or without notice to you.
Survival of Terms
Even if your account, license to use the Platform, or subscription, is terminated (by either party), the following provisions of these Terms will continue to apply to you and will survive such termination: (a) all provisions restricting your right to use the Platform and all provisions limiting our obligations to you, (b) all provisions related to your obligation to pay us sums you owe us, (c) all provisions related to our intellectual property rights and all provisions related to your licenses of (and representations regarding) User Content, (d) all provisions related to your indemnification obligations and all provisions related to arbitration, governing law, jurisdiction, and waiver of jury trials, (e) all provisions related to exclusions, disclaimers, and limitations of liability (except as limited by applicable law), (f) all provisions related to termination of your account and license to use the Platform, and (g) all miscellaneous provisions.
Survival of Terms
You shall indemnify us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind(the “Losses”) arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against us, related to your (a) use of the Platform, (b) breach of these Terms or any other policies referenced in these Terms, (c)submission of content that violates third party rights or applicable laws, or (d) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.
Survival of Terms
If a dispute arises between you and us related to the Platform, your use of the Platform, or these Terms or any policies referenced in these Terms, then the dispute will be resolved by binding arbitration rather than in court(arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings will be held in Jackson County, Missouri, USA, or virtually if both you and we agree to virtual arbitration.
If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the legal provisions below.
Not with standing the agreement to arbitrate above, we may assert a claim seeking injunctive or other equitable relief from any court as necessary to stop unauthorized use or abuse of the Platform or intellectual property infringement(for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration
CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.
Governing Law & Jurisdiction
Our provision of the Platform, your use of the Platform, and these Terms and all policies referenced in these Terms, will be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, both you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or when applicable in the U.S. District Court having jurisdiction over that county.
Waiver of Jury Trial
You and we each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to the Platform, your use of the Platform, and these Terms and all policies referenced in these Terms.
We will not be liable for any delays or non-performance due to events beyond our reasonable control, including without limitation denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental actions.
These Terms, and all policies referenced in these Terms (if applicable to you), contain the entire agreement between you and us related to the Platform and your use of the Platform, and supersede all prior discussions and agreements(whether oral or written) by you and us related to the same.
Any failure or delay by us to exercise any right or remedy in these Terms will not operate as a waiver of the same. Any waiver by us of a breach by you of any provision in these Terms will not operate as a waiver of any subsequent breach. Any waiver by us will not be effective unless and until it is in written form and signed by us.
Each provision in these Terms will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision will be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision will be deemed removed from these Terms, but the remaining provisions will remain in full force.
You may not assign your rights or obligations in these Terms, or any policies referenced in these Terms, without our prior written consent. Any attempted assignment by you will be null and void. We may assign our rights and obligations in these Terms at anytime, for any reason, with or without notice to you.
Power to Amend These Terms
We may amend these Terms any time, for any reason, with or without notice to you. Your continued use of the Platform after the amended Terms are posted on the Platform will constitute your acknowledgment and agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Platform with actual knowledge of the amended Terms, or (b) 30 days after the amended Terms are posted on the Platform.
You can view prior versions (if any) of these Terms online at dynmhx.io/legal-archive.