Last updated: 23rd Aug 2022 Connect Mix Share is a product of AM Data Limited. These terms of service govern your or the entity on whose behalf you are agreeing to these Terms of Service ("Customer")’s access to and use of the Services (as defined below) provided by AM Data Limited or any of its affiliates (collectively, "Connect Mix Share"), and Customer’s access to and use of Connect Mix Share’s website ("Website"). These Terms of Service take effect on the earlier of: when Customer requests access to the Services, issues Connect Mix Share any purchase order for the Services ("Order"), or when Customer clicks the “I accept” button or check box presented with these Terms of Service (the "Effective Date"). You represent and warrant that you have full legal authority to bind Customer to these Terms of Service. In the event that these Terms of Service conflict with the provisions of any Order, the provisions of these Terms of Service shall prevail unless Connect Mix Share and Customer expressly agree otherwise in writing and this is signed by both parties. Connect Mix Share may update these Terms of Service from time to time and will notify Customer of such updates either via email or by posting notice of such changes on its website, or by any other reasonable means. Customer’s continued use of the Services after Connect Mix Share’s provision of a notice of an updated version of the Terms of Service shall constitute Customer’s consent to such updated Terms of Service.
Customer may access and use the Services and the Website solely subject to and in accordance with these Terms of Service. Customer will comply with all applicable laws, rules, and regulations in connection with Customer’s use of the Services and the Website. As used in these Terms of Service, the term "Services" means the automated data warehouse services made available by Connect Mix Share to Customer together with any other product or service that may be provided by Connect Mix Share to Customer from time to time under these Terms of Service.
Customer shall be solely responsible for (i) its employees’, subcontractors’ or anyone else engaged by Customer (collectively, "Representatives"), access to and use and security of: (i) Customer’s account associated with the Services (“Account”), (ii) data and other content uploaded by Customer and/or its Representatives for processing by the Services (“Customer Data”), and (iii) results of the Services (“Customer Results”, and together with the Customer Data, “Customer Content”).
As between the parties, Customer or its licensors owns all right, title and interest in and to Customer Content. Customer consents to the access and use of Customer Content by Connect Mix Share and its Third Party Service Providers, solely to provide the Services and in accordance with these Terms of Service. In addition, Customer grants Connect Mix Share the right to use Customer’s name, mark and logo on the Website and in any Connect Mix Share publication or marketing materials, to identify Customer as a Connect Mix Share customer. Any other use of Customer’s name, mark or logo shall require the express written consent of Customer.
Customer shall be solely responsible for the legality and appropriateness of all Customer Content and for compliance with all laws and regulations applicable to Customer Content, including without limitation any import, re- import, export, or re-export control laws or regulations, copyright laws or regulations, and privacy or data protection laws and regulations that apply specifically to Customer and which are not generally applicable to personal data. Without derogating from the generality of the foregoing, Connect Mix Share does not monitor Customer Content, and Customer is solely responsible for monitoring Customer Content and for properly handling and processing notices sent to Customer (including any of its affiliates) by any person claiming that Customer Content violates such person’s rights.
Customer represents and warrants to Connect Mix Share that prior to Customer uploading or otherwise transferring to the Services any (i) Customer Data that may constitute a special category of data pursuant to any applicable information security, data protection, privacy and/or other statute, act, law, regulation or directive, such as sensitive personal data (including without limitation personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade- union membership, criminal convictions, health, or sex life) or (ii) any Customer Data that may constitute protected health information or (iii) any bank account, credit card or other identifying governmental numbers; Customer shall make the commercially reasonable inquiries with Connect Mix Share that the Services are fully compliant with such transfer of data and Customer shall be solely liable for any claims related to any such transfer. Customer represents and warrants that Customer has assessed the measures implemented by Connect Mix Share and has found them appropriate to any such Customer Data as detailed above, if any, and agrees to be solely responsible (as between the parties and towards data subjects and supervisory authorities) if those measures, in themselves, do not meet the standard of appropriateness with respect to the Customer Data that may be required by any applicable data protection laws.
Customer shall comply with all applicable Data Protection Laws, including the principles relating to processing of Personal Data detailed in Article 5 of the GDPR, such as, but not limited to, collection of Personal Data lawfully and for legitimate purposes, obtaining any required consents from Data Subjects, and, if applicable, appointing a data protection officer.
Connect Mix Share shall not Process Customer Personal Data other than on Customer’s documented instructions unless Processing is required by Applicable Laws. Customer warrants and represents that Customer’s instructions shall at all times comply with all applicable Data Protection Laws, and that the Processing of Customer Personal Data in accordance with Customer’s instructions will not cause Connect Mix Share to be in breach of any applicable Data Protection Laws. Customer instructs Connect Mix Share (and authorizes Connect Mix Share to instruct each Subprocessor) to process Customer Personal Data.
Taking into account the nature of the Processing carried out by Connect Mix Share and the limited information available to it, Connect Mix Share shall assist Customer, at Customer’s expense, with the fulfilment of Customer’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws, insofar as and to the extent that this is possible and cannot be reasonably attained without Connect Mix Share’s assistance.
If and to the extent required by Applicable Law, Connect Mix Share shall notify Customer without undue delay upon Connect Mix Share or any Subprocessor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws, to the extent such information is available to Connect Mix Share.
Customer authorizes Connect Mix Share to appoint Subprocessors for the Processing of Customer Personal Data in accordance with any restrictions in the Terms of Service.
Without limiting Customer’s obligations, Connect Mix Share will implement commercially reasonable security measures designed to protect the Customer Content against accidental or unlawful loss, alteration, access or disclosure.
Certain components of the Services may be services provided by third party service providers (respectively, "Third Party Services" and "Third Party Service Providers"). Connect Mix Share may, in Connect Mix Share’s sole discretion, retain and/or replace Third Party Services and/or Third Party Service Providers from time to time.
Customer acknowledges and agrees that, in connection with the Services, Customer’s data will be stored on the cloud infrastructure of a Third Party Service Provider (the "Cloud Infrastructure Provider"). Therefore, Customer agrees at all times to access and use the Services according to and in compliance with the provisions of both these Terms of Service and the Cloud Infrastructure Provider Terms, and in a manner, that does not cause Connect Mix Share to be in breach of the Cloud Infrastructure Provider Terms. For purpose of these Terms of Service, "Cloud Infrastructure Provider Terms" means the legal terms of the Cloud Infrastructure Provider governing the use of the cloud infrastructure, as in effect from time to time. CONNECT MIX SHARE DOES NOT EXTEND ON BEHALF OF THE CLOUD INFRASTRUCTURE PROVIDER ANY WRITTEN OR ORAL WARRANTY OR GUARANTEE, NOR MAKE ANY REPRESENTATION OR CLAIM, WITH RESPECT TO THE CLOUD INFRASTRUCTURE OR THE DATA STORAGE SERVICES. AS PART OF THE PROVISION OF THE CLOUD INFRASTRUCTURE, THE CLOUD INFRASTRUCTUR PROVIDER SHALL BE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE MEASURES TO ENSURE THE SECURITY OF CUSTOMER CONTENT, WHEN CUSTOMER CONTENT IS IN ITS POSESSION OR UNDER ITS CONTROL. NOTWITHSTANDING ANY OTHER TERM IN THESE TERMS OF SERVICE, CONNECT MIX SHARE SHALL BE LIABLE TOWARDS CUSTOMER AND THIRD PARTIES (INCLUDING DATA SUBJECTS) FOR THE CLOUD INFRASTRUCTURE, INCLUDING THE IMPLEMENTATION OF MEASURES AS DETAILED ABOVE, ONLY IF AND TO THE SAME EXTENT THAT THE CLOUD INFRASTRUCTURE PROVIDER IS LIABLE TOWARDS CONNECT MIX SHARE FOR THE PROVISION OF SUCH INFRASTRUCTURE.
Customers may use the Service providing they do not exceed their Service Plan limitations or the fair use terms as described in “Restrictions” below. When signing up for, or upgrading to a paid account, Customer shall pay Connect Mix Share the fees detailed in Connect Mix Share’s online “Pricing Plans” (https://connectmixshare.com/pricing) immediately via debit or credit card transaction. Subscription will be renewed automatically when the initial term (either annual or monthly) subscription comes to an end. Email notification of renewal will be automatically sent to the registered email address 7 days prior to automatic renewal. Connect Mix Share Service Plan pricing shall be as detailed at connectmixshare.com/pricing, and as shall be updated by Connect Mix Share from time to time. All Fees payable hereunder are non-cancellable and non-refundable. Customer is responsible for paying the full amount of the Fees for each Invoice Period, whether or not Customer actually uses the Services during all or part of such Invoice Period.
Fees include UK VAT, but do not include any other taxes, levies or duties of any nature. Customer is responsible for all applicable taxes, levies or duties arising in connection with the Services when invoiced by Connect Mix Share. If any deduction or withholding is required by law, Customer will notify Connect Mix Share in writing and will pay Connect Mix Share all additional amounts necessary to ensure that the net amount that Connect Mix Share receives after any deduction and withholding equals the amount Connect Mix Share would have received if no deduction or withholding had been required.
If Connect Mix Share believes in its sole discretion that there may have been or may be a violation of Customer’s warranties or obligations under these Terms of Service, Connect Mix Share is authorized in its sole discretion and without any liability to monitor Customer’s compliance, to immediately suspend or terminate the provision of Services to Customer, and/or to block the transmission of Customer Content which in Connect Mix Share’s reasonable opinion could violate applicable law, violate the rights of others, or subject Connect Mix Share to liability. In addition, if Connect Mix Share believes in its sole discretion that any Customer Content may have been or is at risk of being accessed by a third party without authorization, Connect Mix Share may take such Customer Content offline until the intrusion is resolved.
Unless otherwise set forth in the applicable Order or Connect Mix Share’s online "Pricing Plans” (https://connectmixshare.com/pricing), these Terms of Service will commence on the Effective Date and will remain in effect throughout the term(s), including any renewal term(s), specified in the applicable Order or online "Pricing Plans" (collectively, the “Term”), unless earlier terminated in accordance with these Terms of Service. At the conclusion of the Term, these Terms of Service will automatically renew for additional terms as detailed online or in the respective order form (each an “Additional Term”, and along with the Initial Term, the “Term”) unless earlier terminated as set forth in these Terms of Service.
Customer may terminate these Terms of Service by providing written notice to [email protected]. Once written notice is provided, the cancellation will take effect upon the last day of the current Term. Connect Mix Share may terminate these Terms of Service immediately and without liability upon providing notice to Customer: (i) if Connect Mix Share believes that Customer has violated any provision of these Terms of Service or applicable law, (ii) if Connect Mix Share is threatened with a legal claim related to the provision of the Services, (iii) if Connect Mix Share’s relationship with a Third Party Services Provider terminates or requires Connect Mix Share to change, suspend or terminate the Services, (iv) if Connect Mix Share believes providing the Services could create a substantial economic or technical burden or material security risk, (v) in order to comply with applicable law or requests of governmental entities, or (vi) if Connect Mix Share determines that the use of the Services by Customer or Connect Mix Share’s provision of any of the Services has become impractical or unfeasible. Customer may terminate these Terms of Service by providing written notice in form of email to: [email protected]. Once written notice is provided, the Cancellation will take effect upon the last day of the current Term.
Upon termination of these Terms of Service, Connect Mix Share will provide Customer with reasonable access to, and the ability to extract, Customer Content for a period of 7 days of the effective date of termination. Following such 7 day period, Connect Mix Share will delete Customer Content and Customer’s access to the Services.
Customer represents and warrants to Connect Mix Share that: (i) Customer has the requisite power and authority to enter into these Terms of Service and to perform all of its obligations under these Terms of Service, (ii) all Account information Customer has provided Connect Mix Share for the purpose of receiving the Services is complete and accurate, and Customer shall update its Account information to maintain the accuracy thereof throughout the Term, (iii) if Customer makes use of software not provided by Connect Mix Share, Customer has a written license agreement permitting Customer to use such software in connection with the Services, and Connect Mix Share shall have no responsibility for any liability or any problems caused to the Services in connection with Customer’s use of any such software, and (iv) Customer is and will remain throughout the Term in compliance with all applicable information security, data protection, privacy and/or other statutes, acts, laws, regulations and directives relating to its use of the Services.
Connect Mix Share represents and warrants to Customer that Connect Mix Share has the requisite power and authority to enter into these Terms of Service and to perform all of its obligations under these Terms of Service.
Connect Mix Share or its licensors own and reserve all rights, title and interest in and to the Services, the Website, Connect Mix Share’s trademarks and service marks and all modifications to any of the forgoing, and all related worldwide intellectual property rights, whether registered or not and whether registerable or not.
In consideration for Customer’s full and punctual payment of the Fees (as defined below) and subject to Customer’s ongoing compliance with these Terms of Service, Connect Mix Share hereby grants Customer a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services.
Customer may not use the Services in any manner or for any purpose other than for its own internal use and as expressly permitted by these Terms of Service. Customer may not, and may not attempt to, and will not allow third parties to: (i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, (ii) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Services, (iii) create multiple Accounts to simulate or act as a single Account or otherwise access the Services in a manner intended to avoid incurring Fees or otherwise breach these Terms of Service, (iv) resell, sublicense, or otherwise allow a third party’s access to the Services, (v) copy any ideas, features, functions or content of the Services (other than Customer Content), or use the Services to create a competitive product or service, (vi) remove, alter or obscure any proprietary notices contained on or within the Services or the Website, (vii) monitor the availability, performance or functionality of the Services, or (viii) gain or attempt to gain unauthorized access to Connect Mix Share’s systems or network. Customer shall be fully responsible for its Representatives’ adherence to these Terms of Service. As a condition to making the Services available to Customer, Customer undertakes that it will not assert, authorize, assist or encourage any third party to assert against Connect Mix Share or its licensors, affiliates or users, any infringement or other claim in connection with the Services.
Connect Mix Share monitors the usage of the Service for all Customers and may at any time deem a Customer’s usage to be in excess of their current Service Plan. Excessive usage may include the amount of data stored or the amount of data processed. Where excessive data is found, Connect Mix Share will offer the Customer an alternative Service Plan. If a relevant Service Plan is not available, Connect Mix Share has the right to suspend or terminate the Customer’s usage of the Service.
Should Customer provide Connect Mix Share with any ideas, feedback or suggestions (“Suggestions”) regarding the Services, including without limitation, bug fixes or improvements, Connect Mix Share will irrevocably own all right, title and interest in and to the Suggestions and will be free to use the Suggestions without any liability or payment to Customer and without Customer’s prior written consent. Customer hereby irrevocably assigns to Connect Mix Share all right, title and interest in and to Suggestions and agrees to provide Connect Mix Share with such reasonable assistance required in order to document, perfect and maintain Connect Mix Share’s rights in and to the Suggestions, at Connect Mix Share’s cost.
Customer agrees to hold in confidence and not to use or disclose any of Connect Mix Share’s Confidential Information except solely for the purpose of Customer’s authorized use of the Services in accordance with these Terms of Service. “Confidential Information” means the pricing terms contained in these Terms of Service and any and all non-public data or information, including all third party data or information, disclosed by or on behalf of Connect Mix Share to Customer in connection with the Services.
EXCEPT AS EXPRESSLY SPECIFIED IN THESE TERMS OF SERVICE, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CONNECT MIX SHARE, ITS LICENSORS, RESELLERS AND THIRD PARTY SERVICE PROVIDERS, MAKE NO EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES OR THE THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY, REPRESENTATION OR GUARANTEE THAT THE SERVICES OR THE THIRD PARTY SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR RESULTS, INCLUDING WITHOUT LIMITATION CUSTOMER CONTENT, WILL BE SECURE OR NOT LOST OR DAMAGED. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, CONNECT MIX SHARE, ITS LICENSORS, RESELLERS AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER ACKNOWLEDGES THE RISKS INHERENT IN INTERNET CONNECTIVITY AND DATA ANALYSIS AND PROCESSING THAT COULD RESULT IN THE LOSS OF CUSTOMER’S OR THIRD PARTIES’ PRIVACY, DATA, RESULTS, CONFIDENTIAL INFORMATION AND PROPERTY. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE USE OF OR FAILURE OF THE SERVICES COULD LEAD OR CONTRIBUTE TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE.
IN NO EVENT SHALL CONNECT MIX SHARE, ITS LICENSORS, RESELLERS AND THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR CLAIMS OF THIRD PARTIES, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING WITHOUT LIMITATION CONTRACT OR TORT), EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS OF SERVICE, THE MAXIMUM AGGREGATE LIABILITY OF CONNECT MIX SHARE, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, REPRESENTATIVES, LICENSORS, RESELLERS AND THIRD PARTY SERVICE PROVIDERS, TO CUSTOMER AND ALL THIRD PARTIES, UNDER ANY CAUSE OF ACTION, SHALL NOT EXCEED THE FEES ACTUALLY RECEIVED BY CONNECT MIX SHARE FROM CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF AN EVENT GIVING RISE TO A CLAIM. THIS IS AN AGGREGATE LIMIT AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. CUSTOMER ACKNOWLEDGES THAT THIS FOREGOING LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND ABSENT SUCH LIMITATION CONNECT MIX SHARE WOULD NOT PROVIDE THE SERVICES TO CUSTOMER OR ENTER INTO THESE TERMS OF SERVICE.
Customer will defend, indemnify, and hold harmless Connect Mix Share and its licensors, and each of their respective officers, directors, employees, advisors and representatives, from and against any claims, damages, losses, liabilities, costs, fines and expenses (including legal fees) arising out of or relating to: (i) Customer’s actual or alleged breach of any provisions of these Terms of Services, the Cloud Infrastructure Provider Terms or of any applicable law, (ii) any activities held under Customer’s Account, including by unauthorized third parties; or (iii) Customer Content or the combination of Customer Content with other applications, content or processes, including any claim involving actual or alleged infringement or misappropriation of third party rights arising out of or in connection with Customer Content and including any actual or alleged claim that appropriate consents were not obtained from data subjects to the collection or processing of their personal data. Connect Mix Share shall notify Customer of any claim subject to indemnification, provided that Connect Mix Share’s failure to do so shall not affect Customer obligations hereunder, except to the extent that Connect Mix Share’s failure to promptly notify Customer materially delays or prejudices Customer ability to defend the claim. At Connect Mix Share’s option, Customer will have the right to defend against any such claim with counsel of Customer’s choosing (subject to Connect Mix Share’s written consent) and to settle such claim as Customer deem appropriate, provided that Customer shall not enter into any settlement without Connect Mix Share’s prior written consent and provided that Connect Mix Share may at any time elect to take over control of the defence and settlement of the claim upon written notice to Customer.
In the event that either party shall be delayed or prevented from the performance of any obligation hereunder by reason of strike, labor trouble, inability to procure materials, power failure, government or judicial order, riot, insurrection, declared or undeclared war, terrorist act, weather or other Act of God, or any other reason beyond such party’s control, then performance of such party’s obligations under these Terms of Service shall be excused for the period of such delay. The party affected by Force Majeure shall provide notice to the other party of the commencement and termination of the Force Majeure.
If Customer is using the Services on behalf of any Government, the Services, any related software and related documentation are provided to the Government as "commercial items", "commercial computer software", "commercial computer software documentation" and "technical data" with the same rights and restrictions generally applicable to the Services, and if these terms fail to meet the Government’s needs or are inconsistent in any respect with any law, Customer will immediately discontinue Customer’s use of the Services.
These Terms of Service do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms of Service.
These Terms of Service to the extent applicable and entered into between Customer and Connect Mix Share, constitute the entire agreement between Customer and Connect Mix Share. All rights are cumulative. Connect Mix Share may freely assign any of its rights and obligation under these Terms of Service. Customer may not assign these Terms of Service without the prior written consent of Connect Mix Share. No delay or failure to take any action with respect to any breach of these Terms of Service shall constitute a waiver of such breach or any subsequent or other breach. All waivers must be in writing to be effective. If any provision of these Terms of Service is declared invalid or unenforceable, the remaining provisions of these Terms of Service shall not be affected thereby, and shall remain in full force.
Connect Mix Share is a product of AM Data Limited. Registered in England and Wales. Company No. 12914020