Terms of Service

1. Introduction and Scope

DATA SUBSCRIPTION AGREEMENT (“AGREEMENT”)
This Data Subscription Agreement (the “Agreement”) governs your (“Subscriber,” “You,” or “Your”) subscription to, and use of, the data (“Data”) provided by Transacted, Inc. (“Transacted,” “we,” “us,” or “our”) via our platform and software subscription (collectively, the “Platform”).

By accessing or using the Data on our Platform, you agree to be bound by this Agreement. If you do not agree, you may not subscribe to or use the Data. Unless defined elsewhere in this Agreement, capitalized terms have the meanings set forth in Section 11 (Definitions).

2. Data Subscription & Authorization

2.1. Subscription to Data.
Subject to the terms of this Agreement, Transacted will provide You access to the Data through a paid or otherwise designated subscription plan (“Subscription”). The scope, pricing, frequency of updates, and other details for Your Subscription will be set forth in the corresponding offer, order, or plan details on our Platform (collectively, the “Subscription Plan”).

2.2. License Grant.
Transacted grants You a nonexclusive, worldwide, nontransferable, and revocable (in accordance with the terms hereof) right and license to access, receive, use, and modify the Data, and to create Derived Data (as defined below), solely for Your internal business purposes in accordance with this Agreement and the Subscription Plan. All rights not expressly granted are reserved to Transacted.

2.3. Restrictions on Use.
Except as otherwise expressly permitted under this Agreement, You may not, and will not permit or enable any third party to:

• (a) publish, disseminate, distribute, transfer, or provide any third party with direct access to the Data (or any material subset thereof), except as allowed in writing by Transacted;
• (b) sell, sublicense, rent, lease, or otherwise monetize or attempt to monetize the Data, or any material subset thereof;
• (c) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Transacted or its licensors placed on or contained in the Data;
• (d) decompile, reverse engineer, or otherwise attempt to derive source code or algorithms from the Data, except to the extent permitted by applicable law;
• (e) use the Data to compete with Transacted or to build, train, or improve (directly or indirectly) any similar or competing product or service;
• (f) use the Data to violate any applicable laws or regulations, or to infringe or misappropriate any third party’s intellectual property rights, personal rights, or privacy rights; or
• (g) bypass, disable, or interfere with any security-related features or technical limitations in the Platform, or otherwise use the Data in a manner that could damage, disable, or impair our Platform or our rights.

• (a) You remain responsible and liable for their compliance with this Agreement; and
• (b) any breach by such Affiliates or authorized personnel will be deemed a breach by You.

3. Proprietary Rights

3.1. Ownership of Data.
As between You and Transacted, Transacted (and its licensors, if any) retains all rights, title, and interest in and to the Data, including any and all proprietary and intellectual property rights therein. Except for the limited license granted in Section 2.2, nothing in this Agreement transfers or conveys any ownership or other rights of any kind to You in or to the Data.

3.2. Derived Data.
Subject to Transacted’s rights in the underlying Data, You own all right, title, and interest in and to any work product, data, analyses, or other materials that You create using the Data (“Derived Data”), provided that such Derived Data does not contain unmodified portions of the Data in a standalone, extractable format that would enable a third party to access or use the Data itself. Nothing in this Agreement grants Transacted any ownership of or rights to Your Derived Data, except for any underlying rights in the Data itself.

4. Confidentiality & Data Protection

4.1. Confidential Information.
The Data (including its selection, arrangement, or compilation) and any proprietary or confidential information made available to You by Transacted under this Agreement (“Confidential Information”) shall not be disclosed to any third party except as permitted hereunder. This obligation does not apply to information that:

• (a) is or becomes publicly known other than through a breach of this Agreement;
• (b) can be shown by documentation to have been independently developed by You without reference to Transacted’s Confidential Information;
• (c) is lawfully received free of restriction from a third party having the right to furnish such information; or
• (d) is required to be disclosed by law, judicial, or governmental order, provided that You promptly notify Transacted of such requirement and cooperate with Transacted in seeking protective measures.

5. Warranties & Disclaimers

5.1. Transacted’s Limited Warranty.
Transacted represents and warrants that it has the necessary rights to provide the Data to You, subject to the terms of this Agreement. Transacted will use commercially reasonable efforts to ensure the Data is maintained in a manner designed to protect it from known viruses or other harmful code.

5.2. Warranty Limitations.
To the extent the Data is derived from or includes information from third parties, Transacted makes no separate warranty regarding the completeness or accuracy of such third-party information. Further, Transacted does not warrant that the Data will meet Your specific needs, or that it is or will remain complete, current, or error-free.

5.3. Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE DATA AND THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TRANSACTED MAKES NO GUARANTEE REGARDING THE USE OR RESULTS OF THE DATA IN TERMS OF ITS ACCURACY, RELIABILITY, OR OTHERWISE.

6. Limitations of Liability

6.1. Exclusion of Certain Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. Liability Cap.
EXCEPT FOR YOUR OBLIGATION TO PAY FEES AND ANY LIABILITY ARISING FROM YOUR MISUSE, THEFT, OR UNAUTHORIZED DISCLOSURE OF THE DATA, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THREE TIMES THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO TRANSACTED DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE MILLION DOLLARS ($1,000,000).

6.3. Exceptions.
The limitations in this Section 6 do not apply to (a) a breach of Section 4 (Confidentiality & Data Protection), (b) either Party’s indemnification obligations under Section 7, (c) either Party’s gross negligence, willful misconduct, or fraud, or (d) any liability that cannot be excluded or limited by applicable law.

6.4. Direct Damages for Data Misuse.
For clarity, any losses, costs, or damages resulting from theft, unauthorized use, or unauthorized disclosure of the Data (including any costs associated with investigation, remediation, notification, or defense of claims) will be deemed direct damages and not subject to the exclusion in Section 6.1.

7. Indemnification

7.1. Transacted’s Indemnification.
Transacted will indemnify, defend, and hold You harmless from any third-party claims, actions, or proceedings (“Claims”) arising out of or related to Transacted’s provision of the Data that actually or allegedly infringes any third-party intellectual property right, provided that You (a) promptly notify Transacted in writing of the Claim, (b) grant Transacted sole control over the defense and settlement of the Claim, and (c) reasonably cooperate with Transacted in the defense of such Claim. Transacted will not settle any Claim that imposes an obligation of any kind on You without Your prior written consent (not to be unreasonably withheld).

7.2. Your Indemnification.
You will indemnify, defend, and hold Transacted and its Affiliates, officers, directors, employees, contractors, and agents harmless from any third-party Claims arising out of or relating to:

• (a) Your misuse of or unauthorized disclosure of the Data, including any theft, hacking, or security breach caused by Your negligence or willful misconduct;
• (b) any violation of applicable law by You (or Your Affiliates or authorized personnel) in connection with Your use of the Data; or
• (c) the infringement of any third-party rights (including intellectual property and privacy rights) caused by Your Derived Data or any combination of the Data with Your own data or systems, to the extent the Claim would not have arisen but for Your combination or modification.

8. Term & Termination

8.1. Term.
This Agreement remains effective as long as You have an active Subscription, unless terminated earlier in accordance with this Section.

8.2. Termination for Convenience.
Unless otherwise specified in a Subscription Plan, You may cancel or terminate Your Subscription or this Agreement for any reason by following the cancellation procedures on our Platform. Any refund, if applicable, will be determined by the refund policy associated with Your Subscription Plan.

8.3. Termination for Breach.
Either Party may terminate this Agreement (including any active Subscription) upon thirty (30) days’ written notice of a material breach by the other Party if such breach remains uncured at the expiration of that period. Transacted may also terminate immediately upon notice if You violate the restrictions in Section 2.3 or otherwise engage in misuse or theft of the Data.

8.4. Effects of Termination.
Upon expiration or termination of this Agreement for any reason:

• (a) all licenses granted to You hereunder will terminate;
• (b) You will cease all use of the Data and destroy or securely delete any copies of the Data in Your possession or control, unless retention is required by law; and
• (c) Sections 3, 4, 5, 6, 7, 8.4, 9, 10, and 11 of this Agreement will survive any such termination.

9. Insurance

Transacted will maintain commercially reasonable insurance coverage, including Commercial General Liability and Professional Liability (Errors & Omissions), in amounts typical for companies providing similar data subscription services. Upon written request, Transacted will provide You a certificate of insurance evidencing such coverage.

10. General Provisions

10.1. Governing Law & Venue.
This Agreement is governed by and interpreted under the laws of the State of New York, excluding its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York, for any disputes arising out of or relating to this Agreement.

10.2. Assignment.
Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (a) to its Affiliates, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to assign or transfer this Agreement without consent is void.

10.3. Entire Agreement.
This Agreement (including any Subscription Plan or other terms referenced herein) constitutes the entire agreement between You and Transacted regarding the Data, superseding any prior agreements or understandings relating to its subject matter. Any additional or conflicting terms, whether in purchase orders, acknowledgments, or other documents, are expressly rejected and shall have no effect unless agreed to in writing and signed by both Parties.

10.4. Force Majeure.
Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of nature, acts of government, war, riots, strikes, accidents in transportation, or telecommunication failures. If such a force majeure event continues for more than thirty (30) days, either Party may terminate the affected Subscription upon written notice.

10.5. Notices.
All notices under this Agreement must be in writing and will be deemed given (a) when delivered personally, (b) when sent by confirmed fax or email, (c) one business day after being sent by a nationally recognized overnight courier, or (d) five days after being mailed by registered or certified mail (postage prepaid, return receipt requested) to the addresses provided by each Party.

10.6. Relationship of Parties.
The Parties are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. Neither Party has any authority to bind the other in any manner.

10.7. No Third-Party Beneficiaries.
Except as specifically provided herein, this Agreement does not grant any rights or remedies to any person or entity that is not a Party to this Agreement.

10.8. Severability & Waiver.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. A waiver of any term or condition is effective only if in writing and signed by the waiving Party, and no waiver of any term or condition shall be deemed a waiver of any subsequent breach.

10.9. Publicity.
You agree that Transacted may refer to You as a customer of Transacted in its marketing materials, presentations, and site listings. If You prefer that Transacted not publicly refer to You, You may opt out by notifying Transacted in writing at any time.

10.10. Equitable Relief.
Both Parties acknowledge that a breach of Sections 2.3 or 4 of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, a Party shall be entitled to seek injunctive or other equitable relief in the event of such a breach or threatened breach.

11. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a Party, where “control” means ownership of more than fifty percent (50%) of the outstanding shares or other equity interests.

“Data” means the data, datasets, or other information provided by Transacted to You under this Agreement, including any updates or revisions thereto.

“Derived Data” means data, work product, analyses, reports, or other output that You create using or derived from the Data, but excluding the Data itself in an unmodified or extractable form.

“Party” or “Parties” refers to Transacted, Inc. and You, collectively.

“Platform” means Transacted’s website(s), software, or any related technology through which Transacted provides the Data.

“Subscription” means the limited right to access and use the Data, as described in Section 2, subject to the terms of a Subscription Plan.

“Subscription Plan” means the specific offering that describes the scope, pricing, and other details of Your Subscription, whether displayed on our Platform, in an order form, or in any other agreement referencing this Agreement.

“You” or “Your” means the individual or legal entity subscribing to or accessing the Data under this Agreement, including any Affiliates or authorized personnel under Your control.

Contact Information

If You have any questions, comments, or concerns regarding this Agreement, please contact Transacted at sam@transacted.io.