Alta Bering Management
Technology Consultants Ltd.
TERMS AND CONDITIONS
Last Updated: November 10, 2020
These terms and conditions (the "Terms") apply to
your supply and use of any (a) Content provided through the Website owned and operated
by Alta Bering Management Technology Consultants Ltd. ("Alta Bering", "we",
"us", "our"), and (b) the services we provide through the
Marketplace. By accessing and using Altadata, you acknowledge and agree that
you have read and understood these Terms and accept and agree to be bound by
these Terms and any and all documents and policies referenced herein (including
applicable laws and regulations in both a Member's home jurisdiction(s) and any
jurisdiction(s) in which Altadata or any Data Product Content is being used or
accessed. If you do not agree to any of these Terms, you should not use the
Section 1 - DEFINITIONS
Account means the account identifying you as a Data
Altadata means the services offered by Alta Bering,
including the Marketplace, the Website and services provided therefrom.
Analytics Platform (EPO) means an analytics tool that
Members can acquire a licence to through the Website if such Members wish to
further examine the Datasets that they have access to.
Annex means an ancillary agreement between a Data Partner
and Alta Bering that specifies certain additional terms and conditions with
respect to the Data Partner's provision of Data Product Content.
API designates the interface by which a Subscriber has
real-time access to the data made available through the Marketplace.
Commission means the revenue sharing structure identified
in a Data Partner's Annex.
Content means all materials and content of any type
including designs, editorial, text, graphics, audiovisual materials, multimedia
elements, photographs, videos, music, sound recordings, reports, documents,
software, information, formulae, patterns, data and any other work made available
through the Website.
Data Partner refers to a Member placing a Data Product on
Data Partner Dashboard means a web user interface on the
Website where a Data Partner can sign-in to browse its Data Products on the Marketplace,
manage Data Product Content, and browse usage and revenue reports related to
its Data Products.
Data Partner Plan means the price and the use terms we
define for a Data Partner's use of Altadata in their capacity as a Data Partner
(e.g., use of the Data Partner Dashboard and Marketplace), including as set out
in their Data Partner Annex.
Data Product means a Dataset that is documented, promoted,
licensed, and delivered through the Marketplace.
Data Product Content means all the Data Products, the
Datasets, the documentation which includes a Data Product overview, a
data dictionary, and a list of key features and applicable use-cases for the
Data Product,, and all related Content provided by a Data Partner.
Dataset designates the data file, or a packaged collection
of data placed on the Marketplace by a Data Partner and accessible on the
EULA means the end-user license agreement between a Data
Partner and a Subscriber.
Marketplace means the combined infrastructure behind the
web user interface that facilitates uploading, storage, delivery, and promotion
of Data Products, as well as the creation of associated contracts and billing.
Member means a user of Altadata, including each Data
Partner and each Subscriber.
Member Content means both Data Product Content and
Non-Data Product Content.
Non-Data Product Content means all Content provided by a
Member that is not Data Product Content.
Personal Data means any and all information concerning an
identified or identifiable natural person, including addresses, phone numbers,
email addresses, Social Insurance Numbers, credit card numbers, financial
information and other personally identifying or private information.
Subscriber means a person or company who has a
Subscription Plan in respect of at least one Data Product on the Marketplace.
Subscription Plan means the price and the use terms
defined by the Data Partner as compensation for the license a Subscriber has
received in respect of a Data Product.
Website means the Internet site published by Alta Bering,
accessible at this address: https://www.altadata.io.
Section 2 - website USE
Updates to Terms <If we update these Terms we will
notify you>. We may change these Terms from time to time and will
notify you of any changes by commercially reasonable means, including through
email notifications. Any such changes will not apply to any dispute between you
and us arising prior to the date on which we notified you of such changes.
Your use of Altadata following any changes to these Terms will constitute your
acceptance of such changes. The date noted above indicates when these Terms
were last updated.
Privacy <Read our standard privacy
policy>. You acknowledge that you have read
located at " https://www.altadata.io/legal/privacy-policy" (the "Privacy
Policy"), and consent to the collection, use and disclosure of your
personal information (whether previously collected or to be collected) for the
incorporated into these Terms by reference and forms an integral part hereof.
Independent Business Dealings <Altadata is not
responsible for Member to Member dealings>. If you elect to have
any business dealings with any Member, you agree that such dealings are solely between
you and such Member and we will not be a party to, or have any responsibility
or liability related thereto.
Modifications to Altadata <We may change Altadata's
look, feel, and features>. We reserve the right to change the form
and nature of Altadata from time to time without prior notice to you as
Altadata evolves. We may stop providing access to or aspects of Altadata
(or any features within Altadata) and we may not be able to provide you with
prior notice. Any future release, update, or other addition to
functionality of Altadata will be subject to these Terms.
Technical Requirements <You need a browser>. Altadata
is only available via the Website using a Chrome, Firefox, Safari, or Edge
browser on a computer with an Internet connection. We are not
responsible for delays, interruptions, or other problems inherent in the
use of the Internet, electronic tools, or other systems beyond our
control. We cannot guarantee the proper functioning of Altadata if you
use an old or modified version of your browser.
Acceptable Use and Location <Data are stored in
Canada unless required otherwise>. Alta Bering will provide Data
Partners with a list of jurisdictions in which Data Partners can have their
Data Product Content stored. If a Data Partner does not make a selection, the
default storage jurisdiction will be Canada.
Section 3 - Your Account
Member Accounts <Access to Altadata requires an
Account; you are responsible for your Account>. Your use of Altadata
will require an Account. If you are using Altadata as both a Subscriber and a
Data Partner, such use will be through the same Account. You are solely
responsible for your Account and any misuse thereof. We may decline, or
require that you change, any username, password, or other information that you
provide to us in registering or otherwise establishing an Account. Your
username and password should be kept confidential. You must not, directly, or
indirectly, allow any other person or entity to access or use the Website
through your Account. When you create an Account, you may be asked to provide
certain information, including Personal Data. You agree to provide true, current,
accurate and complete information as requested by us from time to time and you
agree to promptly notify us of any changes to this information as required to
keep such information held by us current, complete, and accurate. Our
collection and use of any personal information is subject to the Privacy
Security Breach, Unauthorized Use, Etc. <Notify
Altadata of any breach you are aware of>. You agree to immediately
notify us of any confidentiality breach or unauthorized use of (a) your
Account, (b) any service provided through your Account, (c) any username
password related to your Account, or (d) any other breach of security with
respect to your Account or any service provided through it. You agree to
provide assistance to us, as requested, to stop or remedy any breach of
security related to your Account.
Invoicing and Payment
Data Partners will have the ability to set, and change, the price
for their Data Product Content on the Marketplace.
By creating an Account and using it as a Data Partner through
a Data Partner Plan, you agree to pay us:
The Commission detailed in your Data Partner Annex, as determined with
reference to the fees you set for your Data Product Content through
Subscription Plans (the "Subscriber Fees"). You agree that the Subscriber
Fees payable to you by Subscribers in respect of their Subscription Plans will
be collected by Alta Bering or our third-party payment processor(s). Once we
have received payment from the applicable Subscribers, we will withhold the
agreed-upon Commission, as well as any related taxes, and remit the remainder
to you on a monthly basis. We disclaim any and all responsibility and liability
for, and do not have any obligation to make efforts to collect, any unpaid
Subscriber Fees; if a Subscriber's credit card is repeatedly declined, we will
instead suspend or terminate their Account.
Except for the Commission, any fees identified in your Data Partner
Annex associated with your use of Altadata, your Account, your Data Partner
Plan, and any services we provide you (collectively, the "Data Partner Fees")
are payable only by credit card through our third party payment
processor(s). Data Partner Fees will be payable monthly, as further specified
in your Data Partner Annex or your Data Partner Dashboard. You agree that Data
Partner Fees are exclusive of any applicable taxes and may be updated or
amended in your Data Partner Annex upon reasonable notice to you. Your
continued use of Altadata following such notice constitutes your acceptance of
any new or increased charge or Data Partner Fees.
By providing us or our third party payment processor(s) with a
payment method, you expressly (A) agree to our third party payment processor's
terms and conditions and (B) authorize us and/or our third party payment processor(s)
to charge the applicable Data Partner Fees, as well as all taxes and any other
charges. Failure to timely pay Data Partner Fees will be deemed a material
breach of these Terms and may result in the, cancellation of your access to the
Data Partner Plan or Altadata. If your credit card is declined for any given
payment for any reason, we or our third-party payment processor will re-run the
credit card. If your credit card continues to be declined, your Account will be
suspended or terminated. All purchases, including recurring charges, are
final and non-refundable.
Automatic Renewal. After the end of the Data Partner Plan
period for which you initially subscribe we will automatically renew your Data
Partner Plan and your credit card will be charged with the applicable Data
Partner Fees, as well as all taxes and any other charges (unless you cancel
prior to the last day of your then-current plan period). Each renewal period
will be for the same length as your immediately preceding Data Partner Plan period.
We require a reasonable amount of time to process any cancellation request. For
greater certainty, if you cancel your Data Partner Plan after the first day of
your renewal term, you will not receive a refund, but you will continue to
enjoy your Data Partner Plan benefits until the expiration of the then-current
period for which you have paid, and your Data Partner Plan benefits will expire
at the end of that period.
Termination. You may decide to terminate your Data
Partner Plan at any time by giving us notice in writing; however, you must
fulfil your obligations to us and the Subscribers under all of your then-active
Subscription Plans until such Subscription Plans can be validly terminated as
well (e.g., upon their expiry or upon termination at an earlier date pursuant
to the applicable EULA).
You agree that we may, in our sole discretion, suspend, curtail, restrict
or terminate Altadata, your license to use Altadata provided herein
(including your Account), or any portion thereof, without liability to
you or any third party, (i) for operational, regulatory, legal, or other
reasons, (ii) if you have been or are in breach of any term or condition of
this these Terms, or (iii) if we have received a third party complaint which
relates to your use or misuse of Altadata. You agree to release us from any and
all liability and claims of loss resulting from any such restrictions,
disruptions or cessations. Your Member Content may be deleted on termination of
your access to Altadata and we will not be obligated to provide any
backup or retrieval thereof.
Section 4 - Restrictions on use of Altadata
Altadata <Services Provided by Altadata and
Acceptable Use of Altadata Services>. Altadata is comprised of a set
of tools and interactive interfaces provided free-of-charge by Alta Bering on
the Marketplace, enabling Members to:
Register on the Marketplace by creating an Account,
Create and manage Data Product Content,
Create and manage Subscription Plans,
View and track Subscriber usage analytics,
Search and browse Data Product Contents,
Establish customizable EULAs based on the standard EULA set that
the Marketplace provides,
License Data Products and the Analytics Platform,
Deliver Datasets through Altadata API,
Deliver Datasets through downloadable files, and
Use the Altadata billing, invoicing, and payment collection
Data Partners can subscribe to different levels of Data Partner Plans
with different benefits for the corresponding prices set forth in the Annex.
Use of Altadata. You must not, directly or
indirectly, do or permit any of the following:
modify, adapt, hack, or violate the security of the Website;
reverse engineer the algorithms used by the Website or probe the
Website for vulnerabilities;
attempt to decompile, reverse engineer, disassemble, translate or
otherwise attempt to extract the source code or any software or database
contained in or accessed through Altadata.
upload, post, share, or otherwise make available on Altadata any
Member Content that is inaccurate, incomplete, inappropriate, unsuitable,
illegal, harmful, fraudulent, objectionable, offensive, or otherwise unfit for
the identified purpose or Marketplace, in each case as determined in our sole
harvest, scrape, extract, gather, collect, or store personal
information about others without their express consent, or harvest, scrape, or
use any robot, spider, crawler, script or other automated means or interface
not provided by us to access Altadata or to extract data, collect information
or otherwise interact with Altadata without our prior, written consent;
include any Personal Data of any third party in any Data Product
Content, unless that third party has consented to such use of its private
remove any copyright or other proprietary notations from Altadata
disguise the origin of any data transmitted using Altadata; or
intentionally or unintentionally violate any
applicable local, provincial, state, national or international law or
regulations (including any privacy, data protection, and anti-spam laws
applicable to your Data Product Content, and your retention and use of any and
all Non-Data Product Content collected through Altadata or otherwise, including
Subscriber Personal Data), or any court order or lawful order of any
Section 5- Ownership of Content
Member Content and Your License to Us <Data Partners
own their Content; Altadata has a right to distribute the Content>. By
providing any Member Content, including Data Product Content, to us or any
third party using Altadata (including any other Members), whether or not
through use of, or associated with, your Account you:
acknowledge that we reserve the right to refuse to accept,
display, or transmit any Member Content in our sole discretion;
the Member License includes our right to sublicense to third party
service providers for the purpose of offering Altadata, at all times in
accordance with these Terms,
the Member License includes our right to transmit, package, process, and
promote Data Product Content to Subscribers, at all times in accordance with
these Terms; and
the Member License will end, and we will cease to use Member Content, a
commercially reasonable period after such Member Content is removed from
the Website, provided that any applicable EULA will govern what rights
Subscribers have to Data Product Content after Member Content is removed from
are deemed to have represented and warranted to us that (1) you
have all right, title and interest to grant the Member License, (2) the
Member Content does not infringe on any other person's copyright,
trade-mark, proprietary interests, trade secrets, privacy or other
intellectual property rights, and (3) the Member Content is and will
remain current, accurate, and compliant with these Terms and any policies
issued by Alta Bering from time to time;
agree to allow Alta Bering access to your Datasets in either file
form or as a data server link for the purposes of Alta Bering making your Data
Product Content available on Altadata, and in the event that we provide you
with assistance uploading or formatting your Data Product Content, you agree
that you will provide approval for or request any corrections to such Data
Product Content within a reasonable time period before it is offered to
agree that we may retain a copy of the transactional records
associated with your Member Content for archival and compliance purposes
even if you terminate your Account, although in we will delete Data Partner
Content 60 days after the expiry of the final EULA Subscription Plan associated
with your Account.
Altadata Content and License. Subject to these Terms,
we grant you a limited, personal, non-transferable, revocable (at any time
with or without notice or cause) and non-exclusive right and license to
access and use Altadata. Other than your Member Content, all Content available
or stored on Altadata, including Altadata itself and the Analytics
Platform, any Content made available by us, and the selection and arrangement
of all such Content, Data Product Content, and Member Content (collectively,
the "Altadata Content"), is the proprietary property of us
or our licensors with all rights reserved, and we (or, as applicable,
our licensors) retain and will retain all right, interest and title in
and to all Altadata Content. No other right or license of any kind is granted
to you hereunder with respect to Altadata; all rights not expressly granted to
you are reserved by us and, if applicable, our licensors. Without limiting the
generality of anything else in these Terms, you must only use Altadata for
lawful purposes, and if at any time you become aware of any violation, by any
person or entity under your control, of any part of these Terms, you must
immediately notify us and provide us with assistance, as requested, to stop or
remedy such violation.
Third Party Content. Content accessed or
available through Altadata or the Internet may be owned by parties other than
you or us (collectively, "Third Party Content") and may be protected by
applicable copyrights, trademarks, patents, trade secrets or other proprietary
rights and laws. Nothing in your use of Altadata or these Terms grants you any
right, title or interest in or to this Third-Party Content except for the
limited right to use Altadata as set out herein.
Data Product Content. Data Product
Content is owned by the applicable Data Partner. Nothing in a Subscriber's use
of Altadata grants such Subscriber any right, title, or interest in or to Data
Partner Content except for the limited right to use Data Partner Content as set
out in the applicable EULA and Altadata's applicable terms and conditions.
Member Feedback. All right, title and interest in and
to comments, ideas, suggestions, and impressions of Altadata given by you to us
(collectively, the "Feedback") is and will be deemed to be our property
and, by submitting Feedback to us you assign to us all right, title and
interest to such Feedback.
Public Transmission and Caching. You agree that the
technical processing and transmission of Altadata, including Member Content,
Feedback, and other Content, may involve transmissions over various networks
and changes to conform and adapt to technical requirements of connecting
networks or devices, and that such Content may be subject to "caching" or other
technical processing or transmission policies and procedures by us or at
intermediate locations on the Internet.
Complaints. If you believe that any Content on
Altadata infringes upon any copyright or other intellectual property right that
you own or control, you may send a written notification of such infringement to
our designated agent by e-mail at: [email protected]
Infringer Policy. In appropriate circumstances and at
our sole discretion, we may limit access to access to Altadata or terminate
Accounts of Members who are deemed to infringe intellectual property.
EULA <EULA is between a Data Partner and a
Subscriber>. Each EULA becomes binding between a Subscriber and Data
Partner effective upon the Subscriber's successful purchase of an applicable
Subscription Plan. A Data Partner will enter into a new EULA for each
Subscriber. You explicitly agree and accept that the EULA represents a Data
Product licensing contract and not a sale, with the corresponding implied legal
consequences. You agree that the EULAs will apply solely between the
applicable Data Partner and the applicable Subscriber(s); Altadata is not a
party to any EULA established between any Data Partner and any Subscriber.
Disclaimer of Warranties
No Responsibility for Others' Content <We are
not responsible for others' Content>. We are not responsible or
liable for any Member Content or Third Party Content made available, or caused
to be made available, by Members or by any of the technology associated with or
utilized in Altadata. We are not responsible for the conduct, whether online or
offline, of any Member. We are not responsible for any Data Product Content,
or the quality, correctness, or completeness thereof, even if we have packaged,
bundled, or otherwise processed such Data Product Content in any way
As Is; As Available. Altadata and the Altadata
Content, the Member Content, and the Third Party Content are provided "as is"
and "as available" and we disclaim any and all representations and warranties,
whether express or implied, including implied warranties of title,
merchantability, fitness for a particular purpose, or non-infringement. Alta
Bering cannot guarantee and does not promise any specific results from use of
Altadata. Alta Bering does not represent or warrant that Altadata is free of
viruses or other harmful components. You should exercise caution in the use and
downloading of any such content and use industry-recognized software to detect
and disinfect viruses.
Limitation on Liability <We are not liable
for anybody's Content>. Except in jurisdictions where such
provisions are restricted (and, then, only to the strict extent of such
restriction), in no event will Alta Bering or its subsidiaries or affiliates,
or its or their directors, officers, employees, contractors, or agents
(collectively, the "Releasees"), be liable to you or any third persons for any
indirect, consequential, exemplary, incidental, special, or punitive damages,
including for any lost profits or lost data arising from your use of Altadata,
the Altadata Content, or other materials on or accessed through Altadata
(including all Third Party Content and Member Content), even if Alta Bering is
aware or has been advised of the possibility of such damages. For greater
certainty, without limiting any other disclaimer herein, we make no
representation or warranty with respect to, and have no responsibility for, (a)
the accuracy, completeness, reliability, currency, or error-free nature of any
Data Product Content or (b) any misuse of any Data Product Content by any
Subscriber. Notwithstanding anything to the contrary in these terms, the
Releasees' aggregate liability to you for any cause whatsoever, and regardless
of the form of the action, will at all times be limited to the amount paid, if
any, by you to Alta Bering for Altadata during the 12 months prior to which
such cause of action arose. If no such fees or commission are paid by you to
Alta Bering for Altadata, you will be limited to injunctive relief only.
Nothing in these Terms is intended to exclude or limit any condition, warranty,
right, or liability that may not be lawfully excluded or limited.
Indemnity by You. You agree to indemnify and hold the
Releasees harmless from all liabilities, actions, proceedings, claims, causes
of action, demands, debts, losses, damages, charges, and costs (including
reasonable legal costs, and any amount paid to settle any such action, or to
satisfy a judgment), and expenses of any kind and character whatsoever incurred
by us relating to or arising from:
any Content submitted, posted, transmitted, or made
available by you or any Accounts associated with your Account (including
any claims that your Member Content infringes on any other person's rights);
access to or use of Altadata, your Account, or any Accounts
associated with your Account, whether by you, permitted by you, or by any
persons with Accounts associated with your Account; and
any of your acts or omissions, and any acts or omissions by
any persons with Accounts associated with your Account, including breach or
non-performance of these Terms and any violation of any third party rights, and
further including those acts and omissions that may directly or indirectly
affect any other Member (including as may relate to any EULA).
Governing Law and Jurisdiction - These Terms and the rights
of the parties hereto are governed by, and will be construed in accordance
with, the laws of the Province of British Columbia and the laws of Canada
applicable therein, without reference to conflict of laws principles. You
irrevocably consent to the jurisdiction of the courts of the Province of
British Columbia in connection with any matter arising out of or in connection
with these Terms.
Authority - You represent and warrant that you have the
authority, and have been duly authorized, to create an Account and use
Security; Backup - You agree that Altadata, the Website,
and the Marketplace are not a backup system and you must make backups of any
and all Content that you do not want to lose on reliable, long-term media
(provided that any such back-ups must be made in accordance with these Terms,
and any and all documents and policies referenced herein). You agree that the
Internet is inherently insecure, and it is your sole responsibility to ensure
the security of your Member Content.
Confidentiality - Alta Bering acknowledges that the
Member Content collected in the context of providing Altadata is confidential.
Alta Bering agrees to hold confidential all Member Content and to only use
Member Content for the purpose of offering or improving Altadata. However:
Alta Bering may disclose the Member Content to its employees,
independent contractors, agents, and representatives as may be reasonably
necessary to provide Altadata, provided that all such individuals or entities
are bound by similar confidentiality obligations; and
Member Content will not be considered confidential if it (i) is, or
becomes, available to Alta Bering on a non-confidential basis from a third
party, (ii) is, or becomes, generally available to and known by the public
(other than as a result of its disclosure in breach of this Section 7.1(d) by Alta Bering), (iii) was already known by or in the possession of Alta
Bering prior to being disclosed by a Member, (iv) was independently developed
by Alta Bering without use of or reference to the Member Content, or (v) is
required to be disclosed by law or valid court order issued by a court or
governmental authority of competent jurisdiction.
Disputes between Data Partners and Subscribers - You agree
that Alta Bering is not, and will not be deemed to be, party to the EULA or any
other agreement deemed to exist between Data Partners and Subscribers. As such,
in the event of any dispute between a Data Partner and a Subscriber, the Data
Partner and the Subscriber will be solely responsible for resolving any such
disputes between themselves and must not involve Alta Bering.
Subcontractors - You agree Alta Bering may use
subcontractors in connection with Alta Bering's provision of Altadata
Interpretation - In these Terms, (i) the words "including"
and "includes", when following a general statement or term is not to be
construed as limiting, and the word "or" between two or more listed
matters does not imply an exclusive relationship between the matters being
connected, (ii) all references to website addresses or URLs also includes any
successor or replacement websites containing substantially similar information
as the referenced website(s), (iii) monetary amounts expressed are in US
dollars, and (iv) headings are for convenience only and do not affect the
interpretation of these Terms.
Waiver of Rights and Remedies - Our failure to insist upon
or enforce strict performance of any provision of these Terms will not be
construed as a waiver of any provision or right. Neither the course of conduct
between you and us nor trade practice will act to modify any provision of these
Terms. Our rights, powers and remedies in these Terms, including the right to
suspend, restrict or terminate your access to any portion of Altadata, are
cumulative and in addition to and not in substitution for any right, power or
remedy that may be available to us at law or in equity.
Severability - If any provision of these Terms is
determined to be invalid or unenforceable in whole or in part, such invalidity
or unenforceability will attach only to the applicable provision or part and
the remaining part of such provision and all other provisions will continue in
full force and effect.
provide you with notifications via email, in hard copy, through your Account,
or through conspicuous posting of such notice on the Website or otherwise
through Altadata, as we may determine in our sole discretion.
Assignment and Inurement -You may not assign these Terms
without our prior, written consent. These Terms will inure to the benefit of
and bind you and us and our respective personal and legal representatives,
successors and permitted assigns.
Survival - All provisions that, by their meaning or
nature, are intended to survive termination or expiry of these Terms will
survive termination or expiration of these Terms.
Force Majeure - Neither party will be held liable for a
failure or delay in the performance of such party's obligations hereunder as a
result of an event of force majeure, including fire, explosion, failure of the
transmission network, epidemic, earthquake, flood, power outage, war,
government action, strike, or other unforeseeable circumstance beyond such
party's reasonable control provided that (i) the affected party notifies the
other party as soon as practicable; (ii) the affected party takes commercially
reasonable efforts to prevent and minimize such delay or failure to perform;
and (iii) the parties keep each other informed of the evolution of the event of
force majeure regularly by email. If an event of force majeure lasts longer
than 30 days, starting from notification, the Data Partner Plan may be
terminated upon request by any party, without any right to indemnity for any
Entire Agreement - These Terms, as amended from time to
time, including any and all documents and policies referenced herein (including
between us and you with respect to the matters referred to in these Terms. In
applicable Annex, the order of priority in respect of any such inconsistency
Language - These Terms are only available in English. No
other languages will apply to these Terms.
Questions and Concerns. If you have any questions or
concerns about these Terms, please contact us by email at [email protected]