Our TOU in plain language

Talk legal to me - here is the full text of our TOU

Adverity’s Integrated Data Platform is a SaaS solution that streamlines data integration and governance processes.

1. SaaS Description 

Adverity’s Integrated Data Platform is a SaaS (Software-as-a-Service) data Platform for connecting, managing, and using data at scale. Adverity automates complex data integration and governance processes, before transferring data to the destination selected by the User.

Adverity only processes the following personal data by default on behalf of the Customer: login credentials (name, email, IP-address and time-stamp) belonging to the User(s) of Adverity.  Adverity`s DPA stipulates the mutual rights and obligations with regards to data protection.

To access the SaaS, a User Account is provisioned based on the agreement. 

Each User must provide accurate information, safeguard credentials, keep details updated, and report security breaches to Adverity.

2. Account Registration

To use the SaaS, a User Account will be provisioned to the User based on the respective agreement.

Each User represents and warrants:

a. to provide Adverity with accurate, up-to-date, and complete information, which is required to set up a User-Account;

b. to keep any logins, passwords, or other credentials in connection with the SaaS secret;

c. to maintain and promptly update any information the User provides to Adverity; and,

d. to notify Adverity immediately of any unauthorized use of this information or any other breach of security within their sphere of responsibility by sending an email to support@adverity.com.

The User is responsible for ensuring compliance with the TOU, applicable laws, and the accuracy and legality of their data, must protect the SaaS from unauthorized use, follow the documentation and legal guidelines, and refrain from sharing or misusing their User-Account, with violations leading to suspension of access.

1. Users' Responsibilities

a. The User shall:

i. be responsible for their compliance with the TOU, the Applicable Law as well as for the accuracy, quality, and legality of the User Data and of how the User acquires the User Data. The User represents and warrants that the User Data will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party;

ii. use all reasonable efforts to prevent unauthorized access to, or use of, the SaaS, and notify Adverity promptly of any such unauthorized access or use;

iii. Use the SaaS only following the Documentation and the Applicable Law; and

iv. Use each registration and each User-Account exclusively by themselves. The joint use of one User-Account by several people or the transfer of the User-Account to a third party, either against payment or for free, is strictly forbidden.

b. The User shall not:

i. make the SaaS available to anyone else;

ii. sell, resell, rent, or lease the SaaS or the right to use them;

iii. use the SaaS to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights;

iv. use the SaaS to store or transmit Malicious Code;

V. interfere with or disrupt the integrity or performance of the SaaS or third-party data contained therein;

vi. attempt to gain unauthorized access to the SaaS or their related systems or networks;

vii. use the SaaS beyond the scope permitted in writing;

viii. modify, copy, or create derivative works based on the SaaS; ii. reverse engineer the SaaS; or

ix. access the SaaS to:

1. build a competitive product or service, or
2. copy any ideas, features, functions, or graphics of the SaaS.

c. In the event, the User breaches any provision of the TOU Adverity may, in addition to any other right which Adverity might have under the Applicable Law, suspend the User’s access to the SaaS.

The SaaS allows users to gather data from third-party sources selected by Adverity, which assumes no liability for such data or third-party services, while the user is responsible for obtaining necessary permissions, complying with third-party terms, and using the SaaS at their own risk, including any third-party content, ads, or promotions.

 2. Third-Party Services 

a. The SaaS allows the User to gather data from multiple third-party data sources and services, including various third-party websites. The third-party services from which the data can be gathered are selected by Adverity at its sole discretion and Adverity reserves the right to select, discontinue and change such available sources at any time. Adverity assumes no liability whatsoever for the data or other content collected from third-party services.

b. The User is solely responsible for ascertaining that they have the right to use the third-party services for gathering and processing any such data by using the SaaS, and the User must obtain any such consents and authorizations as may be needed from time to time concerning such data or other content and their processing.

c. The SaaS may be used as an add-on to various third-party services and software. Adverity does not assume any liability for such third-party services or software, the User is exclusively responsible for obtaining any necessary licenses or consents needed for their use. The User must familiarize themselves with the applicable terms and conditions, including any restrictions on use, concerning any such third-party services the User agrees to comply with such third-party terms and conditions in addition to the TOU.

d. Furthermore, the SaaS may contain links to websites and content of third parties as a service to those interested in this information. Adverity does not monitor, endorse, or adopt, or have any control over, any third-party content. Adverity undertakes no responsibility to update or review any third-party content and can make no guarantee as to its accuracy or completeness. Additionally, if the User follows a link or otherwise navigates away from the SaaS, they need to be aware that the TOU will no longer govern. The User should review the applicable terms and policies, including privacy and data gathering practices, of any third-party content or service provider to which they navigate from the SaaS. The User accesses and uses third-party content at their own risk.

e. The SaaS may contain advertisements and promotions from third parties. The User’s business dealings or correspondence with, or participation in promotions of, advertisers other than Adverity, and any terms, conditions, warranties, or representations associated with such dealings, are solely between the User and such third party.

Adverity reserves the right to modify, discontinue, or restrict the SaaS at its discretion, with no liability to the user or third parties, and may offer Beta Services for evaluation, which are provided "as is" with no warranty and may be discontinued or altered at any time.

 3. Modifications of the SaaS

a. Adverity reserves the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the SaaS at its sole discretion. Neither Adverity nor its suppliers will be liable to the User or any third party for any modification, discontinuance, or restriction of the SaaS.

b. If Adverity ceases the SaaS, Adverity it shall – at its sole discretion – and as the User’s exclusive remedy;

i. permit the User to continue the use of the SaaS until the end of the Subscription Term; or

ii. terminate the User’s right to use the SaaS before the end of the Subscription Term.

c. From time to time, Adverity may invite the User to try, at no additional charge, Beta Services. Any Beta Services will be designated as beta, pilot, limited release, developer preview, non-production, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, are subject to change in Adverity’s sole discretion, and may be subject to additional terms. The User shall immediately inform Adverity of any bugs or errors experienced, and otherwise, provide its feedback to, and cooperate with, Adverity on Beta Services as reasonably requested by Adverity. Beta Services are provided “as is” with no express or implied warranty and Adverity disclaims all liability for Beta Services. Adverity may discontinue Beta Services at any time in Adverity’s sole discretion and may never make them generally available.

Our TOU in plain language

Talk legal to me - here is the full text of our TOU

The SaaS and any improvements to the SaaS belong to Adverity.

1. Adverity IP

Adverity reserves all rights, title, and interest in and to the SaaS, including all related intellectual property rights. In addition, Adverity owns all rights, title, and interest, including all intellectual property rights, in and to any improvements to the SaaS or any new programs, upgrades, modifications or enhancements developed by Adverity in connection with rendering the SaaS to  User, even when refinements and improvements result from User’s request or suggestion. 

Except for the limited rights expressly granted herein, Adverity does not transfer to User any proprietary right or interest in the Services. All rights not expressly granted to User in the Agreement are reserved to Adverity.

User Data and reports generated from User Data belong to User.

2. User IP

As between Adverity and the User, User owns User Data, including all reports, statistics, and other data to the extent generated solely from User Data, and all intellectual property rights therein. Notwithstanding the foregoing, Adverity shall have the right to collect and use User Data in relation to the provision of the Services to User, including in order to improve and enhance the Services.

User’s Feedback can be used by Adverity without restriction.

3. Users' Feedback

The User grants Adverity a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use their feedback for any purpose without compensation or attribution to the User.

The User consents that Adverity may collect and aggregate anonymous, non-personally identifiable data on SaaS usage and marketing metrics for analysis, improvement, benchmarking, and commercial distribution.

4. Aggregated Anonymous Data

a. Notwithstanding anything to the contrary herein, the User consents that Adverity may obtain and aggregate technical and other data about the User’s use of the SaaS.

b. In addition to the aforementioned, Adverity may obtain and aggregate marketing metrics data as statistical averages for benchmarking purposes if the Administrator consents thereto by enabling certain features and functions within the SaaS in relation to benchmarking.

c. Such aggregated data is anonymous and non-personally identifiable concerning the User. Adverity may use it to analyze, improve, support, and operate the SaaS, and for commercial distribution of benchmarking data and industry reports. In that case, Adverity will not identify the User as a source of any aggregated anonymous data.

Adverity provides the SaaS on an "as is" and "as available" basis without warranties or guarantees of uninterrupted, error-free performance, accuracy, or suitability, disclaims liability for indirect or consequential damages, limits total liability to fees paid in the preceding 12 months, and is not responsible for data loss that could have been mitigated by the User’s preventive measures.

a. THE SAAS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ADVERITY MAKES NO REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, OR STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR THAT THE OPERATIONS OF THE APPLICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

b. ANY (OPTIMIZATION) RECOMMENDATIONS, SUGGESTIONS, OR FORECASTS CREATED BY THE SAAS AND BASED ON THE DATA PROVIDED BY THE USER ARE NOT GUARANTEED TO BE CORRECT. ADVERITY MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR OTHERWISE REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE PROVIDED INFORMATION. USER ACKNOWLEDGES THAT ADVERITY CANNOT BE HELD LIABLE AT ANY TIME FOR ANY LOSSES DUE TO DECISIONS OR TRANSACTIONS MADE BASED ON THIS INFORMATION.

c. EXCEPT FOR BODILY INJURY OF A PERSON, ADVERITY, ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE CONCERNING ANY SUBJECT MATTER OF THIS TOU UNDER ANY CONTRACT, NEGLIGENCE STRICT LIABILITY, OR OTHER THEORY FOR AN ERROR OR INTERRUPTION OF THE USE OF FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY MATTER BEYOND ADVERITY’S REASONABLE CONTROL. ADVERITY’S TOTAL LIABILITY SHALL BE LIMITED TO THE SUM OF ALL FEES PAID BY THE USER OR, WHERE RELEVANT, CUSTOMER  TO ADVERITY WITH REGARDS TO THE RESPECTIVE SERVICE / FEATURE IN 12 MONTHS PRECEDING THE DAMAGING EVENT, IF ANY.

d. ADVERITY SHALL NOT BE LIABLE FOR ANY LOSS OF, OR DAMAGE TO, DATA OR PROGRAMS TO THE EXTENT THAT SUCH LOSS OR DAMAGE WOULD HAVE BEEN AVOIDED OR MITIGATED BY ADEQUATE PREVENTATIVE MEASURES OF THE USER.

e. IN ANY CASE, ANY LIABILITY UNDER THIS TOU SHALL BE LIMITED TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW.

Adverity indemnifies User for infringement or misappropriation of a third party’s IP by the SaaS.

1. Indemnification by Adverity

Adverity shall defend User against any claim, demand, suit, or proceeding made or brought against User by a third party alleging that the use of the SaaS as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against User”), and shall indemnify User for any damages, attorneys’ fees and other costs finally awarded against User as a result of, and for amounts paid by User under a court-approved settlement of, a Claim Against User; provided that User:

a. promptly gives Adverity written notice of the Claim Against User;

b. gives Adverity sole control of the defense or settlement of the Claim Against User (provided that Adverity may not settle any Claim Against User unless the settlement unconditionally releases User of all liability); and

c. provides to Adverity reasonable assistance, at Adverity’s expense. If Adverity receives information regarding an infringement, misappropriation, or other claim, Adverity may in Adverity’s discretion, and at no cost to User

i. modify the SaaS, so that they no longer infringe, misappropriate, or give rise to any other claim;

ii. obtain a license for User’s continued use of the SaaS under this TOU; or

iii. terminate User’s right to use  the SaaS upon 30 days written notice.

Adverity shall have no obligation to indemnify User to the extent any Claim Against User arises from User’s breach of the terms of this TOU.

User indemnifies Adverity for infringement of third-party IP or violation of the law resulting out of the use of User Data or misuse of the SaaS. 

2. Indemnification by User

User shall defend Adverity against any claim, demand, suit or proceeding made or brought against Adverity by a third party alleging that User Data, or User’s use of the Services in breach of this TOU, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Adverity”), and shall indemnify Adverity for any damages, attorneys’ fees and other costs finally awarded against Adverity as a result of, or for any amounts paid by Adverity under a court-approved settlement of, a Claim Against Adverity; provided that Adverity:

a. promptly gives User written notice of the Claim Against Adverity;

b. gives User sole control of the defense or settlement of the Claim Against Adverity (provided that User may not settle any Claim Against Adverity unless the settlement unconditionally releases Adverity of all liability); and

c. provide to User all reasonable assistance, at User’s expense.

The Data Processing Agreement below applies where applicable under applicable data protection laws.

The User acknowledges and agrees that, where a Customer acts as a data controller under applicable data protection laws, User is solely responsible for ensuring that it has obtained all necessary rights, authorizations, and legal bases to instruct Adverity to process any personal data on its behalf. The User represents and warrants that any such processing by Adverity in connection with the provision of the services governed by this TOU does not and will not violate any applicable laws, regulations, or third-party rights.

Where required under applicable data protection laws, or where necessary to supplement an existing Data Processing Agreement between the Customer and Adverity in relation to any services governed by these TOU, the Data Processing Agreement available as an Appendix 1 shall be deemed concluded between the Customer and Adverity. The User further confirms that it has all necessary rights and authorization to bind the Customer to the terms of the Data Processing Agreement, should such agreement or any part of it be required under applicable data protection laws.

The User shall indemnify, defend, and hold harmless Adverity from and against any claims, damages, or liabilities arising from its failure to comply with this obligation.

This confidentiality section includes a customary definition of Confidential Information, encompassing typical exceptions.

1. Definition of Confidential Information

a. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that reasonably should be understood to be confidential. User Confidential Information shall include User Data; Adverity Confidential Information shall include the SaaS; and Confidential Information of each Party shall include the terms and conditions of this TOU.

b. Confidential Information also includes:

i. technical and business information of any kind, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure;

ii. any SaaS or product-related information of Adverity Platforms as well as data transferred via the Platforms.

c. Confidential Information shall not include any information that:

i. is in possession of the Receiving Party prior to receipt from the Disclosing Party;

ii. is or becomes publicly known, otherwise than as a consequence of a breach of this TOU;

iii. is developed independently by the Receiving Party;

iv. is disclosed by the Receiving Party to satisfy a legal demand by a competent court of law or governmental body or by any applicable regulatory authority or security exchange; or

v. is disclosed to a third party pursuant to written authorization from the Disclosing Party.

Both parties commit to safeguarding the Confidential Information of the other Party as if it were their own, restricting access to a need-to-know basis and to achieve the purpose of this TOU.

2. Protection of Confidential Information

The Receiving Party:

a. shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care);

b. will not disclose, utilize, employ, exploit, or in any other manner use the Confidential Information disclosed by the Disclosing Party for any reason or purpose other than to fulfill its (pre-contractual) obligations arising out of cooperation between the Parties;

c. shall only use the Confidential Information for the purpose of using or providing the SaaS in accordance with this TOU and shall not disclose the Confidential Information to third parties.

The obligations under this Section of each of the Parties shall continue, even if the contractual relationship between them has ended, without any restriction.

Compelled disclosure is explicitly excluded.

3. Compelled Disclosure 

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

4. Unintentional Disclosure and Remedies

a. If the Receiving Party discloses Confidential Information in violation of the Terms of this TOU, the Disclosing Party shall be promptly notified of such disclosure in writing after such disclosure.

b. The Parties each expressly agree that due to the unique nature of the Disclosing Party’s Confidential Information, monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements outlined in this Section. Accordingly, the Parties each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Section or the continuation of any such breach by the Receiving Party.

c. Each Party warrants that it has the right to disclose all Confidential Information that it discloses to the other Party. Each Party will indemnify and defend the other from all third-party claims resulting from the negligent or wrongful disclosure by the indemnifying Party of a third party’s Confidential Information.

At the request of the Disclosing Party, the Receiving Party will either return or destroy the Confidential Information.

5. Request for Return 

The Disclosing Party may request in writing at any time that any Confidential Information disclosed to the Receiving Party be returned with a written statement to the effect that upon such return it has not retained in its possession or under its control, either directly or indirectly, any Confidential Information. The Receiving Party shall comply with any such request within thirty (30) days of receipt of such request. If the Receiving Party objects to such request for return, the Confidential Information shall be destroyed upon request by the Disclosing Party. In such case, the Receiving Party shall provide the Disclosing Party with a written statement under oath certifying that the respective Confidential Information has been destroyed.

1. Assignment 

Your use is not assignable, transferable, or sublicensable by the User except with Adverity’s prior written consent. Adverity may transfer and assign any of its rights and obligations under the TOU without consent to an Affiliate.

2. Severability Clause  

Should one or more provisions of the TOU be or become invalid, the remaining clauses of the TOU shall not be affected. The Parties shall replace the invalid provision with a replacement provision that would have been agreed by the Parties according to their original economic intentions. This principle shall also apply in the case of any unintentional contractual gaps.

3. Governing Law and Jurisdiction 

These Terms shall be governed exclusively by the laws which are applicable in the Republic of Austria (without regard to its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods [“CISG”]). Exclusive legal venue for all disputes under or in connection with the Terms shall be with the courts of Vienna, Austria, having subject matter and territorial jurisdiction.

4. Amendments to the Terms of Use

a. Adverity is entitled to amend the TOU from time to time for any reason by giving the User notice via email or through the SaaS.

b. If the User does not agree to the amendments, Adverity shall, at its sole decision and as the User’s exclusive remedy;

i. permit the User to continue the use of the SaaS according to the prior version of the Terms until the end of the then-current Subscription Term; or

ii. terminate User’s right to use the SaaS before the end of the Subscription Term.

c. Upon any amendment to these Terms, the User may be required to actively consent to the updated Terms by clicking a consent button within the SaaS. The continued use of the SaaS, after the amendments of the Terms become effective, constitutes the User’s acceptance of the amendment

5. Surviving Provisions 

The following provisions shall survive even after User’s right to use the SaaS has ended: INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION; MUTUAL CONFIDENTIALITY CLAUSES; DATA PROTECTION; DISCLAIMER & LIMITATION OF LIABILITY; AMENDMENTS TO THE TERMS OF USE; GOVERNING LAW.

5. Conflict between plain language and the full text

The plain language descriptions in this TOU are for reference purposes only, and shall not in any way define, limit, or extend the scope of this TOU. If a provision or parts of a provision in this TOU is or becomes ineffective under applicable legislation, this will not affect the effectiveness and validity of the remaining provisions. The contracting parties will replace it with a provision which, in terms of content, is as close as possible to the ineffective provision.

means a natural person who is designated by the User’s company to administer the SaaS on behalf of the User’s company, including granting access to the SaaS as well as enabling features and functions on the Platform, that could incur additional costs.

means an affiliated entity that is directly or indirectly, through one or more intermediaries, controlled by, or is under common control with, another person or entity. The term “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting stock, by contract, or otherwise.

means the documents for placing orders for Adverity SaaS that are entered between Adverity and its Customer (likely to be User’s company), including addenda and supplements thereto.

means an entity that has entered into an agreement (including, but not limited to a Commercial Agreement) with Adverity to place orders for Adverity SaaS and has authorized the User to use its Subscription to the Adverity SaaS.

means online help, training, how-to documents, and explanatory materials that assist Users in using the SaaS (as such materials may be updated from time to time), accessible via log-in to the SaaS or otherwise as made available by Adverity.

means any materials, including but not limited to comments, suggestions, ideas, or other information provided by the User to Adverity.

means viruses, worms, time bombs, trojan horses, and other harmful or Malicious Code, files, scripts, agents, or programs.

means Adverity and/or the User concerning their business relationship.

refers to a specific URL, provided by Adverity, where the SaaS is operating.

means Adverity Integrated Data Platform, a SaaS data Platform for connecting, managing, and using data at scale, which Adverity makes available to Users online via a password-protected Customer login.

means the provision of the SaaS from Adverity to Adverity’s Customer via the Platform and under which the User is entitled to use the Platform.

means the agreed period for which Adverity makes available the SaaS to Adverity’s Customer and for which the User is entitled to use the Platform.

means anyone who is authorized to use the SaaS.

means the account for the Platform, created by each User to access the SaaS. The User-Account is strictly limited to the use by one User.

means all electronic data or information submitted by the User to the SaaS.

Document Information