Effective Date: These Terms apply as of May 6, 2022. 

General terms

These General Terms apply to your account with International Data Flows Ltd and to our Offerings, and constitute a binding contract between us.

1. Acceptance

By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree, you do not have the right to access or use our Offerings.

You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.

Additional capitalised terms are defined in these Terms and in the "Definitions" section (Section 22) below.

 

 

2. Right of Return for Refund

For a limited period after You purchase or renew an annual subscription (the “Return Period”), (i) if You object to any of the terms set forth in these Terms, or (ii) if You object to the International Data Flows Ltd terms of purchase or auto-renewal (if any) applicable to the purchase or renewal of the annual subscription, or (iii) if You are dissatisfied (for any reason) with the Offering to which You subscribed, You may return the Offering and may qualify for a refund.

For orders placed directly with International Data Flows Ltd, International Data Flows Ltd will provide a full refund of Your annual subscription fees if You cease use and return the Offering within the Return Period set forth below.

 

Type	Subscription Term	Return Period
New annual subscription, Renewal of an existing subscription, Addition of users to an existing subscription, Aligning subscription billing or renewal dates	Subscriptions longer than monthly (e.g., annual)	30 days from the date of purchase or renewal

 

Your right of return for refund does not apply to all orders, including orders for monthly software subscriptions, cloud hosting, consulting, expert consulting, training, subscriptions or fees, extra-territorial rights, partner agreements and enterprise agreements, books. For more information please see, Appendix A, Right of Return Policy.

 

 

3. Additional Agreements, Special Terms

You may have an additional agreement signed directly with one or more International Data Flows Ltd entities or a supporting technology entity (for example, Docker) that supplements or amends these Terms (for example, an enterprise business agreement) (“Additional Agreement”). In addition, Offerings may be subject to special terms (“Special Terms”), including, for example, particular entitlements or restrictions on types of use. Special Terms may apply to a particular Offering or to a particular category of user (for example, students). The Special Terms are set forth in, Appendix C, Special Terms or in the Documentation for the Offering.

You agree to the Special Terms, if any, for an Offering that You subscribe to, obtain, access or use. If You do not agree to all such Special Terms, You may not subscribe to, obtain, access or use the Offering.

If there is any conflict between these General Terms and the Additional Agreement or Special Terms, the Additional Agreement or Special Terms will control in relation to their subject matter. If there is a conflict between the Additional Agreement and the Special Terms, the Additional Agreement will control in relation to its subject matter. Any arrangement with respect to an Offering is expressly conditioned on Your agreement to these Terms, and any further or different terms are rejected.

4. Account

4.1 Account Responsibilities

To subscribe to an Offering, You may need an account. You are responsible for anyone who obtains, accesses or uses Offerings through You or Your account (including Your Authorised Users). This means (among other things) that You are responsible for Your Authorised Users’ compliance with these Terms, including their use of their accounts, as though each of the Authorised Users is You. In certain cases, Your Authorised Users may be required to set up individual accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings, but that requirement does not affect Your responsibility for Your Authorised Users.

You are also responsible for the security of Your account and all activity associated with Your account. This means (among other things) that You (i) will ensure that only Your Authorised Users use Offerings associated with Your account, and (ii) will secure and not share user IDs or passwords (except with authorised account administrators). If You suspect unAuthorised use of Your account, please email unAuthorised@internationaldataflows.com and submit your account information and describe the issue.

You will ensure that all Your account information (including any information that You or Your Authorised Users provide in connection with Your registration for any Offering) is, and continues to be, true and complete.

 

4.2 Account Benefits

Your account is designed to provide a place for You to access and manage Your account information and obtain rights to Software, Web Services and other Benefits, including free benefits. Your account is designed to be accessible virtually anywhere, anytime via the web at www.Internationaldataflows.com/login or at other successor or alternative International Data Flows Ltd sites.

 

Your account features may include:

·        Single sign-in to International Data Flows Ltd sites and services

·        Management of Your subscriptions

·        Access to Offerings

·        Access to downloads and trials

·        Access to technical support, learning resources and subscription news

·        Usage information regarding Your subscriptions, cloud services and analytics

 

 

5. You Own Your Work

You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by You or Your Authorised Users and submitted or uploaded to any Offering by You or Your Authorised Users.

 

 

6. Privacy

International Data Flows Ltd is committed to protecting Your privacy and letting You know what International Data Flows Ltd will do with Your personal information. International Data Flows Ltd’s Privacy Statement, Appendix D, sets forth (i) how International Data Flows Ltd may collect, use, store and process personal information of or relating to You, and (ii) how you may request access to or deletion of Your personal information or exercise other privacy rights. You acknowledge that You have read and understand the Privacy Statement.

 

 

7. Subscriptions

Benefits

Your subscriptions may include Software or Web Services or a combination of both Software and Web Services. Your subscriptions may also include additional Benefits.

 

7.1 Subscriber Benefits

You will be entitled to the subscriber Benefits that International Data Flows Ltd makes generally commercially available to users with the same subscription as You (including level, geography and other attributes). Subscriber Benefits may include, for example:

·        Technical support

·        Access to forums, learning events, newsletters, webinars, galleries, and other educational resources

·        Access to trial versions and APIs

·        Rights to Updates, Upgrades and other additional Software

·        Rights to Web Services

 

7.2 Subscribing to an offering

International Data Flows Ltd may offer additional modes of support from time to time. Examples may include online chat, request a call-back, support for Software and Web Services APIs provided via International Data Flows Ltd partner Network, International Data Flows Ltd Developer Network, remote desktop troubleshooting or access to curated technical support resources, including articles, videos and similar content. Modes of support may differ depending on Your Offering. Additional terms may apply to these modes of support, including but not limited to conditions relating to technical requirements. Not all modes of support will be available in every region or every language.

 

7.3 Length of software subscription

Your subscription to a software Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your confirmation of purchase or other Offering Identification. If no length is indicated, please contact us and we will determine and confirm the length of Your subscription term.

 

7.4 Renewal of subscription

At the end of Your subscription period for an Offering, You may be able to renew Your subscription to the extent, and on the same terms, that International Data Flows Ltd then generally makes commercially available to subscribers of such Offering in the same geography. Certain subscriptions may have the option of automatically renewing.

 

7.5 Switched subscriptions

If Your subscription is replaced by a successor or substitute subscription, the new subscription may be considered a Switched Subscription and, if so, may be subject to different Subscription Terms.

 

8. Software

If You order an Offering that includes Software (for example, a Web Service Offering) the Software will be made available for through Your account. International Data Flows Ltd will not be liable for any losses or other liability incurred by You or others due to late or interrupted delivery, or failure of any third party service provider of either International Data Flows Ltd, you, or the organisation you represent.

 

For any Offering consisting of Software that International Data Flows Ltd makes available to You, and subject to compliance with these Terms and all payment obligations, International Data Flows Ltd grants to You a nonexclusive, non-sublicensable and non-transferable license for the period of Your subscription to use the Software and Webservices (and permit Your Authorised Users to use the Software) solely (i) in accordance any with Documentation for the Offering and any applicable Special Terms, if any, and (ii) within the scope of Your subscription, including the permitted number, License Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other confirmation from International Data Flows Ltd of Your subscription does not specify one or more of those attributes, the license will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not use (or allow access to or use of) any Software other than as Authorised by such license and these Terms, and any other, access or use is unAuthorised.

 

During the period of Your subscription, International Data Flows Ltd may make available Updates or Upgrades to the Software. All such Updates and Upgrades are subject to the same license and other terms as the Software to which the Updates or Upgrades apply. You are encouraged to promptly install and use all Updates and Upgrades made available to You during the subscription period.

 

Any Software (including any Update or Upgrade) that International Data Flows Ltd makes available is licensed for a limited subscription period, not sold, and You may not transfer or assign the license, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary or as otherwise expressly permitted by International Data Flows Ltd in writing. Your subscription to a Web Service does not grant to You a license to the underlying Software used in providing the Web Service, or, any rights in using the Web Service as a basis or source for any software application development that would use the Web Service in any shape or form.

 

9. Web Services

If You subscribe to Web Services, International Data Flows Ltd will provide those Web Services to You for the period of Your subscription, subject to compliance with these Terms and all payment obligations. You may access and use the Web Services solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, (ii) for Your internal business purposes, in the form made accessible and/or provided by International Data Flows Ltd, and (iii) within the scope of Your subscription, including the permitted number, Web Services Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other subscription confirmation from International Data Flows Ltd does not specify one or more of those attributes, Your Web Service will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for use by one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not access or use (or allow access to or use of) any Web Service other than as Authorised by these Terms, and any such access or use is unAuthorised.

 

International Data Flows Ltd will make the Web Services available to You consistent with the manner in which International Data Flows Ltd makes such Web Services generally commercially available to users with the same subscription as You (including level, geography and other attributes).

 

Web Services will be provided using processes and safeguards that are designed to help maintain the security of Your Content. International Data Flows Ltd from time to time may have external auditors prepare reports for International Data Flows Ltd subscriber on International Data Flows Ltd ’s adherence to its security controls for certain International Data Flows Ltd services.

 

 

10. Brand and Education Licencing

Use of the International Data Flows Ltd [companies] IP including education material, product branding and brand guidelines without prior written consent and a Brand or Education license is not permitted.

 

For any Offering consisting of Brand or Education Licencing that International Data Flows Ltd makes available to You, and subject to compliance with these Terms and all payment obligations, International Data Flows Ltd grants to You a nonexclusive, non-sublicensable and non-transferable license for the period of Your subscription to use the Brand Licence and Brand guidelines and specifically the name ‘OBASHI’ or ‘The OBASHI Methodology’ or any of the aspects or methods contained within ‘The OBASHI Methodology: A Digital-Aided Design Approach - first edition Published, International Data Flows, 2023' solely (i) in accordance with any Documentation for the Offering and any applicable Special Terms, if any, and (ii) within the scope of Your subscription, including the permitted number, License Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering.

 

 

11. Access To And Use Of Offerings

11.1 General Access and Use Conditions

Depending on the Offering, You may be required to log into Your account to activate, access or use (or to continue accessing or using) the Offering. Only You, including Your Authorised Users, may access or use an Offering. Access to and use of all Offerings is contingent on (among other things) Your timely payment of all applicable amounts, including any taxes and other fees, with respect to the Offerings and compliance with these Terms.

 

Some Offerings may cause Your Electronic Devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate Your subscription, provide You with access to services (including third-party services) or download and install Updates or Upgrades, all without further notice to You. You agree to such connection and to validation of Your subscription and to the automatic downloading and installation of Updates and Upgrades. For some Offerings, You may be able to adjust Your Update or Upgrade settings (this is not available for other Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering).

 

Offerings do not include access to the internet or any other network or to any communications services or any hardware, software, storage, security or other resources necessary for accessing or using the Offerings. You and Your other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance. Not all Offerings, and not all functions of an Offering (including those described in the Special Terms or Documentation), are available in all locations or languages.

 

11.2 International Data Flows Ltd APIs

When You subscribe to an Offering, International Data Flows Ltd may provide You with access to applications programming interfaces, software development kits, tools, libraries, scripts, sample source code and similar developer material specifically for use of such Offering (collectively, “APIs”).

For any such APIs that International Data Flows Ltd makes available or delivers to You, and subject to compliance with these Terms and all payment obligations, International Data Flows Ltd grants to You a nonexclusive, non-sublicensable, non-transferable license, for the period of Your subscription, to use such APIs only (i) internally in conjunction with and for Your own Authorised internal use of the Offering for which the APIs were made available, and (ii) in accordance with any Documentation for the APIs. Some APIs are subject to Special Terms, and Your license to the APIs is subject to those Special Terms. All APIs are confidential and proprietary to International Data Flows Ltd and may not be distributed or disclosed to any third party or used for any purpose other than as permitted by the Documentation for the APIs and the other requirements of these Terms (and any such other use is unAuthorised).

If You develop any applications, services, modules or components using all or any portion of the APIs (collectively, “Your Development”), You may use Your Development with third-party software or hardware (including porting Your Development to third-party platforms), but only if You remove from Your Development all elements of the APIs (including any elements based on the APIs) and Your Development (a) does not disclose, make available, incorporate or embody any part of the APIs, and (b) does not incorporate or embody any part of the Offerings or other International Data Flows Ltd intellectual property. If You wish to use Your Development for any use other than Your internal use with Your Offering (for example, for customers or any users other than You), You will need a separate International Data Flows Ltd Developer License which comes with additional terms and conditions.

 

11.3 Use of Third-Party Material and Services

International Data Flows Ltd may provide You with content, designs, models, data sets, project information, documents, libraries, audio, links, data, applications and other software, services or similar material of a third party (collectively, “Third-Party Material/Services”) in connection with Offerings. Any such Third-Party Material/Services may be governed by different terms found in such Third-Party Material/Services on a web page specified by International Data Flows Ltd or in the Special Terms or Documentation for the Offering for which the Third-Party Materials/Services are provided (collectively, “Third-Party Terms”). If there are no Third-Party Terms, Your use must be (i) limited to the same terms as the Offering for which You received the Third-Party Material/Services, and (ii) solely in connection with Your use of such Offering. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. International Data Flows Ltd will accept no responsibility for, And Makes No Representations And Warranties Regarding, (a) any Third-Party Material/Services or Your use of such Third-Party Material/Services, and (b) the Third-Party Terms or Your compliance with such Third-Party Terms.

 

11.4 Use of Your Content

In order for You to access or use certain Offerings, or for International Data Flows Ltd to provide You with certain services, You may wish to upload or otherwise share Your Content. International Data Flows Ltd personnel will not use Your Content except (i) at Your request, or with Your consent—for example, when providing You support, or addressing a technical issue or other request; (ii) in connection with providing and improving Offerings (including maintaining, securing, updating or otherwise modifying Offerings); (iii) in connection with marketing activities subject to International Data Flows Ltd approval; or (iv) in connection with legal-related obligations, enforcement, investigations or proceedings (for example, in response to a valid summons). In general, International Data Flows Ltd does not screen or review content that is posted to any Offering, website or service or otherwise made available to International Data Flows Ltd. International Data Flows Ltd reserves the right, however, to screen and review Your Content, and may block or remove content for any reason, including because it is not in compliance with these Terms (for example, illegal, offensive or phishing-related postings or spam). When You provide or make accessible Your Content, You authorise International Data Flows Ltd and its designees to use, reproduce, modify, distribute and make available Your Content in connection with providing You with Offerings and allowing International Data Flows Ltd to fulfil its obligations and as otherwise permitted by these Terms.

 

You (a) are responsible for all of Your Content and for ensuring that Your Content and its use with any Offering comply with all applicable laws and regulations and these Terms, and (b) warrant that Your Content will not infringe or misappropriate any intellectual property or proprietary rights of any person or violate any applicable laws or regulations. International Data Flows Ltd recommends that You secure and protect Your Content by using appropriate encryption and security technology. You acknowledge that online services may suffer occasional disruptions or outages, and You may not be able to retrieve Your Content as a result. International Data Flows Ltd recommends that You regularly backup Your Content to Your own storage. You are at all times responsible for storing and maintaining any such backup copies of Your Content.

 

11.5 Collaboration and Sharing of Your Content

Some Offerings permit You to collaborate with others, including sharing Your Content or publishing Your Content—for example, to a forum or to other services. If You choose to share or publish Your Content (whether by collaboration on or sharing files with a project, emailing, sharing a link, sharing files with other applications or services, posting in a forum or gallery or otherwise), then others (including, in some cases, the general public) may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content. Forums and galleries may be public, and submissions are generally public. Once You share or publish Your Content, suspending or terminating access will not delete or inhibit access to any of Your Content that was earlier copied, transferred or otherwise shared or published. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing or other collaboration features of the Offerings and set Your permissions accordingly.

 

An Offering may feature links to third parties that offer services, software or other materials that complement such Offering. Such links are provided as a convenience to You. International Data Flows Ltd does not monitor or control what such third parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. If You authorise any of Your information or Your Content to be shared with any third party, International Data Flows Ltd may make available Your information or Your Content to such third party; International Data Flows Ltd will, however, accept no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party.

12. Trial Versions

International Data Flows Ltd may make available or deliver Offerings (or features of an Offering) labelled or offered as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation (collectively, “Trial Versions”). You may download, install, access or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by International Data Flows Ltd. Except as expressly set forth in the online or other Documentation for the Trial Version or applicable Special Terms, (i) the subscription period for the Trial Version will be limited to 14 days, (ii) Your use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party, and (iii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named employee. Notwithstanding anything contained in these Terms or otherwise, (a) International Data Flows Ltd makes no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (b) International Data Flows Ltd may choose not to generally release any Trial Versions or convert any Trial Version into a product offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include Subscription Benefits, and International Data Flows Ltd reserves the right, without any further notice, to end any Trial Versions at any time.

13. Websites

Separate from its Offerings, International Data Flows Ltd may provide information on its general websites. You agree to use such International Data Flows Ltd websites to access this information in accordance with these Terms and Conditions.

 

14. Feedback

You have no obligation to provide International Data Flows Ltd with ideas for improvement, suggestions or other feedback (collectively, “Feedback”), whether in connection with a Trial Version or otherwise, unless otherwise specified in the Special Terms for an Offering. If, however, You provide any Feedback, You hereby grant to International Data Flows Ltd a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.

15. Limitations On Use

15.1 Offerings are tools

The Offerings are tools that are intended only to assist You with Your mapping, modelling, design, analysis, simulation, estimation, testing and other activities and are not a substitute for Your professional judgment or Your own independent mapping, modelling, design, analysis, simulation, estimation, testing or other activities, including those with respect to business, process, system, product stress, safety and utility.

Due to the large variety of potential applications for the Offerings, they have not been designed or tested for any specific uses, and it is Your responsibility to determine whether the use of an Offering is appropriate for the purposes You pursue. International Data Flows Ltd will not be responsible or liable in any manner whatsoever for the results obtained through use of the Offerings, including any Output.

You are responsible for Your (including Your Authorised Users’) use of the Offerings and any results produced by the Offerings, including any Output. Your responsibilities include, without limitation, the determination of appropriate uses for the Offerings and the selection of the Offerings and other computer programs and materials to help achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output, including, without limitation, all items designed with the assistance of the Offerings. You further acknowledge that the Offerings and Output may not achieve the results You desire within Your mapping, modelling, design, analysis, simulation, estimation, testing and other constraints.

 

15.2 Offerings are not designed for storage of sensitive personal information

The data storage functionality associated with Offerings is NOT suitable for the storage of National Insurance numbers, Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information or health insurance information; data about personal characteristics or other personal information, such as race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation, gender orientation or trade union membership; or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used (collectively, “Sensitive Personal Information”). Except as expressly required by International Data Flows Ltd (for example, a credit card number used to purchase a subscription), You will not upload or otherwise make available to International Data Flows Ltd any Sensitive Personal Information, including any files containing Sensitive Personal Information, in connection with Your use of any Offering.

 

15.3 Acceptable use of offerings

You will access and use (and permit access to and use of) Offerings only in conformance with (and will comply with) all applicable laws. Except as expressly Authorised by these Terms, including any Additional Agreement or Special Terms, or as otherwise expressly permitted in writing by International Data Flows Ltd, You will not:

·        Reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary;

·        Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of any Offering (including any functionality or branding of any Offering) to a third party or provide any functionality of any Offering to a third party (whether on a service bureau or consulting basis or otherwise); and

·        Access or use any Offering on or through the internet (other than as made available by International Data Flows Ltd through the internet), any wide-area network (WAN) or any other non-local network; on or through any virtual private network (VPN); or on or through any application virtualisation technology, remoting virtualisation technology, web-hosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service.

 

In addition, You will not:

·        Remove any copyright, trademark, confidentiality or other proprietary rights notice from any Offering, Documentation or related material;

·        Remove, disable or otherwise limit the effectiveness of any technical protection used by International Data Flows Ltd to (i) manage, monitor, control or analyse the installation of, access to, or use of any Offering or (ii) protect International Data Flows Ltd’s intellectual property rights;

·        Post, transmit or otherwise make available using the Offerings any information or material that is or may be:

o   false, libellous, defamatory, fraudulent or otherwise unlawful or tortious;

o   threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others;

o   obscene, indecent, pornographic or otherwise objectionable;

o   protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;

o   a national or government or regional government secret, classified information or any other information or material (including any photograph, drawing, plan or model) that is subject to official confidentiality treatment;

o   secret codes, countersigns, crypto-currency, passwords or other similar information;

o   advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or

o   any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment;

·        Use the Offerings in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect;

·        Interfere with or disrupt the operation of any Offering or the servers or networks used to make any Offering available, including by hacking or defacing any portion of an Offering;

·        Attempt to probe, scan or test the vulnerability of any Offering or to breach or circumvent any security or authentication measures used by any Offering;

·        Use any Offerings as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Offerings are provided;

·        Collect content or information, from or with an Offering, using automated means (such as any robot, spider, site search/retrieval application or other device to retrieve, index, “scrape,” or “data mine”);

·        Use any Offering or the output of any Offering in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software;

·        Unbundle the component parts of any Offering for use separate from each other or on different electronic devices (except as may be expressly permitted in writing by International Data Flows Ltd); or

·        Use or access Software made available as part of a Web Service separately from the applicable Web Service (except as may be expressly permitted in writing by International Data Flows Ltd).

 

 

16. Confidentiality

You or International Data Flows Ltd (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with Offerings, and (ii) except as otherwise Authorised by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Offerings and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. International Data Flows Ltd may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including summons or court orders), as part of a legal proceeding involving International Data Flows Ltd, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.

 

 

17. International Data Flows Ltd Proprietary Rights

You acknowledge and agree that International Data Flows Ltd and its licensors and suppliers will have all ownership of and all rights with respect to (i) the Offerings, Documentation, APIs, Metrics and other information or material provided or made available by International Data Flows Ltd to You and (ii) any copies of the foregoing, or any materials or other information based on, derived from or otherwise using any of the foregoing (including all rights under trade secrets, copyrights, trademarks, patents and all other intellectual property or proprietary rights relating to any of the foregoing). The structure and organisation, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Offerings and the Web services and APIs constitute proprietary and confidential information of International Data Flows Ltd, and You will not disclose such information to third parties, or use such information for any purpose other than as required for ordinary-course access to and use of the Offerings as set forth in these Terms, without International Data Flows Ltd ‘s prior written consent. Also, You agree not to access or attempt to access the Offerings by any means other than the interface International Data Flows Ltd provides or authorises. In addition, You agree not to engage in any decompiling, disassembling or other reverse engineering or otherwise attempting to discover, learn or study the structure or organisation, underlying algorithms or other internals, the protocols, data structures or other externals, or the source code of the Offerings or Web services or APIs, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. International Data Flows Ltd may make available or provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances). If You receive such information, You will not disclose it to any third party, or use such information for any purpose other than as required for access to and use of the Offerings as set forth in these Terms, without International Data Flows Ltd’s prior written consent.

 

You have only the rights expressly granted to You under these Terms (including any Additional Agreement or Special Terms). All rights not expressly granted are reserved by International Data Flows Ltd and its licensors and suppliers; International Data Flows Ltd and its licensors and suppliers expressly disclaim (and You agree not to assert) any other rights.

 

You agree not to take any action, or to authorise or encourage any third party to take any action (or cooperate with any third party in taking any action), inconsistent with the foregoing.

 

 

18. Warranty, Disclaimers, Limitations On Liability

18.1 Limited warranty

International Data Flows Ltd warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 90 days thereafter or, if the subscription period is shorter, such shorter period (“Warranty Period”), the Offering will provide the general features and functions described in the end-user Documentation for the Offering. International Data Flows Ltd’s entire obligation and liability, and Your sole and exclusive remedy, for International Data Flows Ltd’s breach of this warranty will be for International Data Flows Ltd, at its option, (i) to attempt reasonably to remedy the breach or (ii) to refund amounts received for the affected subscription and terminate such subscription. You must bring any warranty claim for any Offering within its applicable Warranty Period.

 

18.2 Disclaimers

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THE “Limited Warranty” SECTION (Section 18.1) ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL AGREEMENT OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE OFFERINGS ARE PROVIDED “AS IS,” AND (ii) INTERNATIONAL DATA FLOWS LTD AND ITS LICENSORS AND SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE OFFERINGS OR ANY OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR OTHER WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR INDUSTRY STANDARDS. Any statements about the Offerings (including any statements about their functionality or performance) or Output, or other communications with You, that are not contained in these Terms or any Additional Agreement or Special Terms are for information purposes only and do not constitute a warranty, representation, condition or other commitment. Without limitation as to the generality of the foregoing, International Data Flows Ltd does not warrant or otherwise commit that (a) the Offerings or Output, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete, (b) the Offerings will meet any particular performance or availability criteria, (c) Your Content will not be lost or damaged or (d) errors will be corrected or any particular support requests will be resolved to meet Your needs. Any reference to “unlimited” access, use, storage or otherwise with respect to an Offering is subject to the technical limitations of the Offering.

 

18.3 Limitations on liability

Neither International Data Flows Ltd nor any of its licensors or suppliers will have any liability (directly or indirectly) for any incidental, special, indirect, consequential or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services or other cover; failure of or defects in the Output; loss, corruption or deletion of (or failure to delete) data or Your Content; or damages resulting from Force Majeure (in each case, regardless of the legal theory for seeking such damages or other liability). In addition, the aggregate liability of International Data Flows Ltd and its licensors and suppliers with respect to any Offering or Output thereof will in no event exceed the amount paid or payable by You for the Offering in the one-year period before the events or circumstances giving rise to the liability first occurred.

 

The limitations on liability in these Terms will apply to the maximum extent permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute or otherwise, even if International Data Flows Ltd has been advised of the possibility of the liability and regardless of whether the limited remedies in these Terms fail of their essential purpose.

 

You acknowledge that the amounts payable for the Offerings are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms and that such disclaimers and limitations are an essential element of the bargain between You and International Data Flows Ltd.

 

Nothing in these Terms purports to restrict or exclude International Data Flows Ltd’s liability for (i) death or personal injury caused by International Data Flows Ltd’s wilful intent or gross negligence or (ii) Your damages or losses caused by International Data Flows Ltd fraud.

 

18.4 Relationship to applicable law

International Data Flows Ltd does not seek to limit Your warranties, Your other rights and remedies, or the liability of International Data Flows Ltd for damages or losses to the extent the limits are not permitted by applicable law (such as statutory warranties, conditions, remedies or liabilities that cannot be excluded by applicable law). Nothing in these Terms restricts the effect of warranties, the liability of International Data Flows Ltd for damages or losses or other terms that cannot be excluded or otherwise modified under applicable law notwithstanding a contractual restriction to the contrary. These Terms give You specific legal rights, and You may also have other legal rights, which vary from jurisdiction to jurisdiction.

19. Indemnity

You will indemnify and hold harmless (and, at International Data Flows Ltd’s request, defend) International Data Flows Ltd against any and all losses, liabilities, expenses (including reasonable lawyers fees) suffered or incurred by International Data Flows Ltd by reason of any claim, suit or proceeding (“Claim”) arising out of or relating to (i) Your Content; (ii) Your (including Your Authorised Users’) use of Offerings, including any Output or other results produced by such use; and (iii) Your (including Your Authorised Users’) breach of these Terms (including any Additional Agreement, any Special Terms or any other applicable terms).

20. Term, Termination, Suspension

 

These Terms become effective on the first date accepted in accordance with the "Acceptance" section (Section 1) and continue in effect indefinitely unless terminated in accordance with this “Term, Termination, Suspension” section (Section 20).

 

20.1 Your right to terminate

 

You may terminate Your subscriptions and these Terms if International Data Flows Ltd is in material breach of these Terms (including any Additional Agreement, any Special Terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.

 

20.2 International Data Flows Ltd’s right to terminate

 

International Data Flows Ltd may terminate any or all of Your subscriptions or other Offerings, these Terms and/or Your account, if (i) You have no current paid subscriptions; (ii) You have failed to timely pay any amounts (including fees and taxes) owing with respect to any Offerings or otherwise owing to International Data Flows Ltd (iii) You (including any of Your Authorised Users) are in material breach of these Terms (including any Additional Agreement, any Special Terms, or any other applicable terms) and fail to declare such breach within 30 days after written notice of the breach; or (iv) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (Including an assignment for the benefit of creditor) or commence a process of liquidation. These Terms will automatically terminate without further notice or action by International Data Flows Ltd if You go into liquidation.

 

20.3 Effect of termination of subscription

 

Upon expiration or termination of a subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license or subscription Benefits, will end. At that time, You will stop all access to and use of the Offering (including all access and use by Your Authorised Users) and all copies of materials related to such Offering (including any related Software, Documentation, APIs or other material from International Data Flows Ltd). In connection with the expiration or termination of a subscription, (i) as a convenience to You for some Web Services, International Data Flows Ltd will, upon Your written request, provide You with a brief period (for example, 30 days) in which You may retrieve Your Content after expiration or termination of the Web Services, if You are in compliance with these Terms and pay the applicable fees, if any (for example, International Data Flows Ltd’s then-current professional services fees for any assistance International Data Flows Ltd provides), and (ii) otherwise, International Data Flows Ltd may delete, without notice, any or all of Your Content, including backup and other copies thereof. This convenience for some Web Services, if available, does not relieve You of responsibility for retaining and securing complete copies of Your Content at all times.

 

20.4 Effect of termination of terms

 

Upon any termination of these Terms for any reason, (i) Your account and Your subscriptions and other Offerings, including those of Your Authorised Users, will immediately terminate, (ii) You will cease all access to and use of any Offerings (including all access and use by Your Authorised Users), and (iii) the effects described above with respect to expiration or termination of a subscription or other Offering will apply. Your payment obligations, ownership of Your work (as described in the “You Own Your Work” section (Section 5), obligations with respect to APIs and Your Development (including those in the “International Data Flows Ltd APIs” section (Section 11.2)) and indemnity obligations (including those in the “Indemnity” section (Section 19)); the license as to Feedback (in the “Feedback” section (Section 14)); International Data Flows Ltd’s rights and Your obligations with respect to proprietary rights (including the rights and obligations in the “International Data Flows Ltd Proprietary Rights” section (Section 17)); the disclaimers and limitations on liability (in the “Limited Warranty, Disclaimers, Limitation on Liability” section (Section 18)); the governing law and dispute resolution provisions (in the “International Data Flows Ltd Party, Governing Law, and Dispute Resolution” section (Section 21.4)); and Your responsibility for anyone who accesses or uses (or obtains) Offerings through You or Your account (including Your Authorised Users) (including the responsibility described in the “Account” section (Section 4)) will survive termination for any reason.

 

20.5 International Data Flows Ltd’s right to suspend

 

If International Data Flows Ltd believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorised Users) may (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analysing the installation) of, access or, use of any Offerings, (iii) not comply with these Terms of use of any Offerings and any unlicenced use of any Offerings, or use of International Data Flows Ltd brand and protections of International Data Flows Ltd intellectual property rights (iv) subject International Data Flows Ltd or any other user to liability; or (v) not comply with these Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including failure to pay any amounts owing with respect to any Offerings, International Data Flows Ltd has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content. Unless International Data Flows Ltd reasonably determines that immediate action is prudent, International Data Flows Ltd will seek to notify You of the planned disabling or suspension before it takes effect.

21. Miscellaneous

21.1 Changes to the offerings

 

International Data Flows Ltd reserves the right from time to time to (and You acknowledge and agree that International Data Flows Ltd may) (i) modify or release subsequent versions of an Offering, or may discontinue an Offering and/or provide instead a substitute Offering; (ii) modify or discontinue the Benefits, features and functionality, or supporting services or availability with respect to an Offering, whether generally or in any geographic area or language; or (iii) add or modify license keys, authorisations or other means of controlling access to or use of the Offerings. International Data Flows Ltd will endeavour to inform You of major changes to the Offerings.

 

21.2 Changes to terms

 

To the maximum extent permitted by applicable law, International Data Flows Ltd reserves the right from time to time to (and You acknowledge that International Data Flows Ltd) modify these Terms. International Data Flows Ltd will endeavour to notify You of any material modification to the Terms that may have a materially adverse effect on You (“Modification Notice”), and You will then have an opportunity to review such modification. Except as otherwise expressly set forth in these Terms (including any Additional Agreement or Special Terms), if any such modification has a material adverse effect on You and You do not agree to the modification, You may reject the modification by notifying International Data Flows Ltd of the rejection within 30 days of the Modification Notice. If You reject a modification under these circumstances, (i) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy or legal compliance reasons) until (a) the end of the then-current period for the subscription or other Offering, if applicable, or (b) 180 days after the Modification Notice, whichever is earlier; and (ii) Your rights to such Offerings, including any related subscription Benefits, will then terminate. In the event of such a termination by You, International Data Flows Ltd will refund the prorated portion of any prepaid fees applicable to the remaining term of Your subscription for the affected Offerings after the effective date of termination. Such date will be the end of the term of such Offerings. If the subscription is renewed or extended, it will be under the then-current Terms. Notices by You or International Data Flows Ltd will be provided as set forth below, except that You may also provide Your notice of rejection (within the 30-day period described above) to the email address, or in any other manner, specified in the Modification Notice.

 

Notwithstanding the forgoing, modifications to the Privacy Statement, Special Terms, Subscription Types, Subscription Benefits or other policies will be handled as described therein.

 

You acknowledge that Your commitments with respect to the Offerings and Subscription Benefits are not contingent on delivery of future features or functionality (or oral or written statements about future features or functionality).

 

 

21.3 Language of terms; Interpretation

 

The English language version of these Terms will be the version used when interpreting or construing these Terms, and any notices or other communications in connection with these Terms will be provided in the English language. Any reference in these Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.

 

21.4 International Data Flows Ltd Party, Governing Law, and Dispute Resolution

 

Depending on where Your principal place of business is (or, if You are an individual, where You are resident), these Terms are between You and the International Data Flows Ltd Party set out below. The governing law for these Terms, including any rights, obligations and claims of the parties, will be as specified below. Similarly, any dispute, claim or controversy arising out of or relating to these Terms, including the breach, performance, termination, enforcement, interpretation or validity of these Terms (and whether under contract, tort, including and strict liability, competition law or otherwise), and including the determination of the scope or applicability of the dispute resolution provisions of these Terms, will be finally determined under the law, in the location and by the dispute resolution process specified below.

 

Your principal place of business (or, if You are an individual, the place of Your residency)	References to “International Data Flows Ltd Party” means the following International Data Flows Ltd entity:	Governing law is:	Exclusive jurisdiction/forum for dispute resolution:
All countries Europe, the Middle East or Africa	International Data Flows Ltd a Scottish Company	Scotland	Courts of Scotland
Worldwide unless in a country or region described above	International Data Flows Ltd a Scottish Company	Scotland	Courts of Scotland

 

If You have any dispute with respect to an Offering or otherwise arising from or relating to these Terms (including any Additional Agreement, any Special Terms, the International Data Flows Ltd Privacy Statement or any other applicable terms), You will first seek to resolve the dispute informally with the International Data Flows Ltd Party as set forth above by providing notice of the dispute (including a description of the dispute and related documentation) in the manner described below for Notices and cooperating with the International Data Flows Ltd Party to try to address the matter amicably. If the dispute is not resolved within 30 days from receipt of the notice, either You or the International Data Flows Ltd Party may file a formal claim in the forum for dispute resolution described above (depending on Your principal place of business or, if You are an individual, Your place of residence).

 

Notwithstanding the foregoing, International Data Flows Ltd may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.

 

21.5 Compliance

 

International Data Flows Ltd has the right to verify the installation of, access to, and use of any Offerings by You and Your Authorised Users. As part of any such verification, International Data Flows Ltd or its Authorised representative has the right, on 15 days’ prior notice, to inspect Your records, systems and facilities, including machine IDs, serial numbers, International Data Flows Ltd IDs, and other related information, on Your premises using an International Data Flows Ltd approved verification tool. In addition to International Data Flows Ltd’s right to perform a verification on Your premises, You shall within 15 days of such verification request, provide a report to International Data Flows Ltd using an International Data Flows Ltd approved verification tool, that contains information relating to the installation of, access to, and use by You and Your Authorised Users of any Offerings including machine IDs, serial numbers, International Data Flows Ltd IDs, and other related information. If International Data Flows Ltd determines that Your installation of, access to, or use is not in conformity with these Terms (including any Additional Agreement, Special Terms or other applicable terms), You will immediately purchase new subscriptions to remedy the noncompliance, and pay International Data Flows Ltd’s reasonable costs of the verification. International Data Flows Ltd reserves the right to seek any other remedies available at law or in equity.

 

21.6 Force majeure

 

Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labour disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

 

21.7 Export

 

When You obtain, access or use an Offering, You must comply with the export control and international trade laws and regulations of the country whose laws apply to You or Your Content.

 

You must not access or use any Offering from within a UK sanctioned location or if You appear on any UK government restricted parties list. You must obtain U.K. government and any other required authorisation before You obtain, access or use, or allow any third party to obtain, access or use, any Offering for a U.K. restricted end use.

 

Restricted end uses include, but are not limited to, work on nuclear, chemical or biological weapons or on missile systems capable of delivering them. You must not upload or otherwise provide International Data Flows Ltd with any content or materials (including Your Content) that constitute classified information or that are subject to the International Traffic in Arms Regulations (“ITAR”) or its foreign counterparts. You must not upload or otherwise provide International Data Flows Ltd with any content or materials that cannot legally be transferred from Your location to the United Kingdom or from the United Kingdom to Your location. You must not use any Offering to make Your Content or any other content or materials available to any country, entity or other party that cannot legally receive them under Scottish and other applicable law.

 

21.8 Assignment

 

You may not assign or otherwise transfer these Terms or Your rights or obligations under these Terms (whether by operation of law or otherwise) without International Data Flows Ltd’s prior written consent, and International Data Flows Ltd may terminate these Terms (including Your rights under these Terms) if You are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent of International Data Flows Ltd. International Data Flows Ltd may assign or otherwise transfer these Terms (without Your consent or notice to You) as part of a reorganisation, merger, sale of assets or other transaction that involves all or a portion of the Offerings or related business.

 

21.9 No waivers

 

Failure to enforce or exercise any provision of these Terms is not a waiver of such provision, unless such waiver is specified in writing and signed by the party against which the waiver is asserted.

 

21.10 Severability

 

If and to the extent any provision of these Terms is held unenforceable under applicable law, (i) such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms, and (ii) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.

 

21.11 Notices

 

Any notices by You to International Data Flows Ltd will be sent by email, to notices@internationaldataflows.com. Such notices will be effective when received by International Data Flows Ltd.

 

Except as otherwise expressly stated in these Terms (including any Additional Agreement or Special Terms), any notices by International Data Flows Ltd to You will be provided (i) by email to the registered email address associated with Your account, (ii) by posting to Your account, (iii) by posting within an Offering (for example, through an in-Offering notification function or sign-in notification), (iv) by postal mail or delivery service to the address associated with Your account, or (v) in any other manner deemed reasonable by International Data Flows Ltd that involves specific notification to You. Notices from International Data Flows Ltd to You will, (a) in the case of notices by email, be effective one day after being sent and (b) in the case of other notices, five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address set forth on Your Customer Information Form (or, if no Customer Information Form has been provided, Your last address known by International Data Flows Ltd) if so permitted by applicable law.

 

International Data Flows Ltd suggests that You consult Your legal advisor before filing a notice or counter-notice.

21.12 Entire agreement

 

These Terms, including the Privacy Statement, any Additional Agreement and any Special Terms (which are incorporated by reference in these Terms), constitute the entire agreement between You and International Data Flows Ltd (and merge and supersede any prior or contemporaneous agreements, discussions, communications, representations, warranties, advertising or understandings) with respect to the subject matter hereof.

22. Definitions

 

Authorised User means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering) for whom You have acquired a subscription to an Offering. If an Offering allows You to designate Authorised Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorised Users regarding the application of these Terms to their access to and use of such Offering prior to their access and use.

 

Benefits means any benefits made available to You or Your Authorised Users by International Data Flows Ltd. Benefits are typically based on the level or type of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, additional Software or Web Services, Trial Versions, APIs, technical support, training, webinars, forums, events, galleries, newsletters and usage data. Benefits may also include account benefits such as single sign-on and management of Your profile, security settings, linked accounts and preferences.

 

Confidential Information means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in writing as Confidential. International Data Flows Ltd Confidential Information also includes the non-public aspects of (i) any Offering and any related product plans, technology and other technical information and (ii) business negotiations. Nonetheless, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party; (b) any of Your Content that You send to, or allow to be accessed by, a third party through an Offering; or (c) any Feedback. 

 

Customer Information Form means a form completed by or on behalf of You and submitted to International Data Flows Ltd, directly or indirectly, in connection with Your account, a subscription or other Offering.

 

Documentation means any end-user documentation (including online, printed or other documentation) and any technical or legal requirements for an Offering.

 

Electronic Devices mean (i) computers (whether desktop, laptop, tablet); (ii) virtual machines not accessed through a network connection; and (iii) mobile devices (iv) or any other device that can run software.

 

License Type means the license type specified by International Data Flows Ltd for a subscription (for example, single-user or Teams or multi-user or Enterprise). License Types are set forth in, Appendix B, Subscription Types.

 

Metrics means data and other information regarding access to and use of any Offerings (including Your access and use). Metrics includes information regarding usage of features, functions, storage and indexes and information regarding usage, volume, type, storage and processing of Your Content (but not Your Content itself). If Metrics includes any personal information, treatment of such personal information will be pursuant to the Privacy Statement, Appendix D.

 

International Data Flows Ltd means International Data Flows Ltd, a Scottish Limited company, together with its subsidiaries and other affiliates.

 

International Data Flows Ltd Party means the particular International Data Flows Ltd entity identified in the section entitled “International Data Flows Ltd A Party, Governing Law, and Dispute Resolution” (Section 21.4).

 

Offerings means Software, Web Services, Brand and Education Licencing, Books and other Benefits provided by International Data Flows Ltd and any subscriptions for such items. Offerings includes free and other Trial Versions of Software, Web Services and other Benefits.

 

Offering Identification means one or more designations by International Data Flows Ltd that set forth (as applicable) the name of an Offering, the License Type or Web Services Type, and the permitted number, Territory and length of Your subscription. The Offering Identification may be (i) provided in a written confirmation or other notice issued to You by International Data Flows Ltd, posted to Your account, transmitted via email, or otherwise made available to You; (ii) located in the Software; or (iii) obtained from International Data Flows Ltd on request.

 

 

Output means all results, designs, diagrams, schematics, drawings, charts, views prototypes or other items created or generated by or through any use of any Offering, including any products, or services based on or using such results, designs, diagrams, schematics, drawings, charts, views, reports, data or other items.

 

 

Software means any software or similar materials, including any modules, components, features and functions, made available by International Data Flows Ltd, whether or not provided as part of a subscription and whether or not provided for a fee. Software includes Updates and Upgrades.

 

 

Terms (including “these Terms”) means these General Terms and the other terms referenced in these General Terms, including the Special Terms, International Data Flows Ltd Privacy Statement and Additional Agreement (if any), together with any other applicable terms.

 

 

Territory means the country or jurisdiction where You acquired Your subscription. International Data Flows Ltd may indicate the applicable Territory in an Offering Identification.

 

Trial Versions will have the meaning set forth in the "Trial Version" section (Section 12).

 

 

Updates means security fixes, hot fixes, patches and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to You by International Data Flows Ltd and determined by International Data Flows Ltd to constitute an update.

 

 

Upgrades means new versions of Offerings, or add-ons to or additional products associated with Offerings, if and when made available to You by International Data Flows Ltd and determined by International Data Flows Ltd to constitute an upgrade.

 

 

Web Service means a web or cloud-based service made available by International Data Flows Ltd, whether or not provided as part of a subscription and whether or not provided for a fee.

 

Web Services Type means the Web Services type specified by International Data Flows Ltd for a subscription Web Services Types are set forth in, Appendix B, Subscription Types.

 

Your Content means (i) any files, designs, diagrams, models, data sets, images, documents or similar material submitted or uploaded to any Offering by You or Your Authorised Users and (ii) Your specific output generated from the use of any Offering based on Your own raw data or information.

 

Appendix A - Right of return policy

Subscription orders placed with INTERNATIONAL DATA FLOWS LTD

No refund is available on monthly subscriptions.

For a refund on annual subscriptions, you must initiate the return within 30 days of the purchase or renewal date.

This policy applies only to purchases and renewals of subscriptions purchased directly from International Data Flows Ltd . This policy doesn’t apply to any other products, services, or offerings. Examples of offerings to which the policy doesn’t apply include, but aren’t limited to, the following: cloud hosting, consulting, expert consulting, training, or fees, extra-territorial rights, partner agreements and enterprise software agreements.

Email refunds@internationaldataflows.com and request a refund. Specify your order information to help us issue your refund quickly.

 

 

Appendix B - Subscription Types

Capitalised terms not otherwise defined below will have the meaning assigned to them in the General Terms. International Data Flows Ltd retains the sole right to determine Your eligibility for any of the subscription types described below. The subscription types may be updated from time to time.

 

 

Named User Offering Types

For any offering type described as “single-user,” “individual” or “named user,” the Authorised User must (i) be identified by a unique user identification (“International Data Flows Ltd ID”) and (ii) be an individual. The Authorised User must log in using his or her International Data Flows Ltd ID (For example, User Name or email address and Password) to access each Offering, and no one else may access and/or use such Offerings using the same International Data Flows Ltd ID.

 

 

Single-User Subscription

If Your subscription is described as “single-user”, “individual”, “named user” or “Professional”  then You may only assign such subscription to one (1) of Your Authorised Users.

 

 

Multi-User Subscription

If Your subscription is described as “multi-user,” or “Teams,” or “Enterprise” then You may (i) install the license server component of the Software to which You have subscribed on an Electronic Device within Your local area network acting as a file server; (ii) install copies of the corresponding Software on Electronic Devices used by Your Authorised Users; and (ii) permit Your Authorised Users to access the Offerings through multiple Electronic Devices through Your local area network or a virtual private network (VPN), provided that, in any case, Your network uses current industry standard security, encryption and protection mechanisms to prevent unAuthorised use.

 

For the purposes of a multi-user subscription, Your Authorised Users are limited to (a) Your individual employees and (b) Your consultants and contractors only to the extent they work on Your premises and on computers and other Electronic Devices owned or leased by You. Your Authorised Users may access and/or use the Offerings solely for Your internal business needs. The number of concurrent Authorised Users may not exceed the maximum number of Authorised Users specified in Your subscription documentation (or other technical limit or subscription limit imposed by Your subscription Offering).

 

 

Brand and Education Subscription

If Your subscription is a Brand or Education Licence, You may use Your Brand or Education Licence as set forth in the “Brand and Education Licencing” section of the General Terms (Section 10).

 

 

Trial Version

If Your subscription is a Trial Version (including those described as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation), You may use Your Trial Version as set forth in the “Trial Versions” section of the General Terms (Section 12)

 

 

Appendix C - Special Terms

Special Terms

Capitalised terms not otherwise defined below will have the meaning assigned to them in the General Terms. The Special Terms may be updated from time to time.

 

 

Amazon

If You downloaded an Offering from Amazon or access an Offering using an Amazon Web Services branded product, Your use of the Offering is subject to the Additional Amazon Web Services Agreement.

 

 

Azure

If You downloaded an Offering from Microsoft Azure or access an Offering using an Microsoft Azure Web Services branded product, Your use of the Offering is subject to the Additional Microsoft Online Subscription Agreement.

 

 

Apple App Store Downloads

If You downloaded an Offering from the Apple App Store or access an Offering using an Apple branded product, Your use of the Offering is subject to the Additional Apple App Store Terms

 

 

Digify

International Data Flows Ltd uses Digify as a Web Service for hosting and managing access to International Data Flows Ltd training and presentation materials. For more information, see What is Digify  By agreeing to these Terms, You accept the Digify Additional Terms of Service and their other agreements which governs the Digify file management environment.

 

 

DigitalOcean

If You downloaded an Offering from DigitalOcean or access an Offering using an DigitalOcean branded product, Your use of the Offering is subject to the Additional DigitalOcean Services Agreement

 

 

Docker

International Data Flows Ltd uses Docker container environments for Single User, Teams and Multi User installations. For more information, see the What is a Container. By agreeing to these Terms You accept the Docker Additional Terms of Service which governs the Docker container environment usage.

 

 

Google Play Downloads

If You downloaded an Offering from Google Play or access an Offering using an Google branded product, Your use of the Offering is subject to the Additional Google Play Terms of Service

 

 

Microsoft

If You downloaded an Offering from Microsoft or access an Offering using an Microsoft branded product, Your use of the Offering is subject to the Additional Microsoft Services Agreement

 

 

Oracle

If You downloaded an Offering from Oracle or access an Offering using an Oracle branded product, Your use of the Offering is subject to the Additional Oracle General Terms

 

 

Stripe

International Data Flows Ltd uses Stripe for managing product transactions. By agreeing to these Terms, You accept the Stripe Services Agreement which governs the Stripe transaction environment.

 

Appendix D - Subscription Benefits

Capitalised terms not otherwise defined below will have the meaning assigned to them in the General Terms. Subscription Benefits may vary depending on the Offering. The subscription Benefits set forth here may be updated from time to time.

 

Standard Subscription Support

Benefits

International Data Flows Ltd will provide support for Your subscriptions to Your Support Users as provided in these terms. Support will be provided in English, though other languages may be available on request. A "Support User" is an Authorised User who is designated by You to submit support requests and receive technical support for Your subscriptions.

 

Support requests are prioritised by severity level as reasonably determined by International Data Flows Ltd. International Data Flows Ltd is not obligated to provide technical support for previous versions of Software or Web Services, third party software not supplied or specified by International Data Flows Ltd, inadequate training of Your Authorised Users on use of the Software or Web Services, or use of Software or Web Services in a manner inconsistent with the Terms. In addition, You agree that Your Support Users will submit support requests only as provided in these terms or as otherwise directed by International Data Flows Ltd in writing (e.g., via support@internationaldataflows.com); provide International Data Flows Ltd with any information reasonably requested by International Data Flows Ltd to provide support; follow all instructions and perform any preliminary troubleshooting or problem analysis procedures made available by International Data Flows Ltd; and implement any fixes, corrections or workarounds recommended by International Data Flows Ltd. International Data Flows Ltd may engage third parties to assist in the delivery of technical support under the direction of International Data Flows Ltd.

 

 

Web/Email 

Web support will be provided to You via Your Support Users, as applicable, during the available support hours set forth in the table below, except that web support may be temporarily unavailable during scheduled system maintenance. International Data Flows Ltd’s web support-related communications will generally be posted to International Data Flows Ltd Account, and Your Support User will be notified of the posting of the information by email. Your Support User may also be contacted by email or telephone for specific incidents in International Data Flows Ltd discretion.

International Data Flows Ltd will use commercially reasonable efforts to respond to Your web support requests within one (1) business day during the applicable support workweek for each International Data Flows Ltd business region as shown below.

	Asia-Pacific Region	Americas Region	EMEA Region
Applicable Support Workweek*	Monday through Friday SGT (UTC+8), excluding regional holidays	Monday through Friday, EST/EDT (UTC -5/UTC -4), excluding regional holidays	Monday through Friday, CET/CEST (UTC +1/UTC +2), excluding regional holidays

* For certain Software or Web Services, the applicable local support hours may be those for a single region or single country within a given region, irrespective of where Your support request originates geographically.

 

Other Modes 

International Data Flows Ltd may offer additional modes of support from time to time. Examples may include online chat, request a call back, support for Software and Web Services APIs provided via International Data Flows Ltd Developer Network, remote desktop troubleshooting or access to curated technical support resources, including articles, videos and similar content. Modes of support may differ depending on Your Offering. Additional terms may apply to these modes of support, including but not limited to conditions relating to technical requirements. Not all modes of support will be available in every region or every language.