BY SIGNING AN ORDER FORM OR USING THE SERVICES OR CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE USING THE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A COMPANY, CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE SUCH AUTHORITY. These Terms and Conditions are entered into between Dewey Inc., a Delaware corporation (“Dewey”) and the entity or person signing an Order Form or accessing the Services (“Customer” or “you”). Collectively, all applicable Order Forms, these Terms and Conditions, and all attachments hereto shall be deemed the “Agreement”. The “Effective Date” of this Agreement is the date specified on the applicable Order Form or the date you first accessed the Services, as applicable.
1. KEY DEFINITIONS
“Licensed Data” means the data described in the applicable Order Form.
“Order Form” means the ordering page or document specifying the Services or Licensed Data purchased by Customer.
“Permitted Use” means the use described in the applicable Order Form (or if none is provided therein, academic research purposes).
“Platform” means the Dewey data platform as described at https://www.deweydata.io/.
“Services” means the subscription services purchased by Customer on an Order Form or the access to the Platform to purchase Licensed Data on a stand-alone basis, as applicable.
“Term” means the term set forth in the applicable Order Form (including, without limitation, as may be described in the description of the Licensed Data).
2.1 Access to the Services. Subject to the terms of this Agreement, Dewey will use commercially reasonable efforts to provide access and support to the Services in accordance with any usage restrictions set forth in the applicable Order Form. Notwithstanding the foregoing, Dewey reserves the right to suspend Customer’s access to the Services for scheduled or emergency maintenance or in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Dewey.
2.2 Customer Type. If Customer is an individual, Customer shall not provide access to the Services to any third party (including to affiliated organizations or universities). If Customer is a university or university group or department, the Services and Licensed Data may only be accessed by researchers within such university or university group or department, as applicable, and subject to the restrictions set forth in the applicable Order Form. Each such researcher shall only access the Services using its own login credentials.
3. LICENSED DATA
3.1 License Grant; Restrictions. Subject to the terms of this Agreement (except as otherwise provided in the applicable Order Form), Dewey hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Term to use and download the Licensed Data solely for the Permitted Use, and for no other use or purpose.
3.2 Post-Term Use. Notwithstanding anything in the contrary in Section 3.1, after the Term, Customer may continue to use the Licensed Data solely for the Permitted Use for publications that Customer described to Dewey in writing prior to the end of the Term.
3.3 No Publication of Raw Data. For the avoidance of doubt, during or after the Term, Customer shall not distribute, publish, or otherwise make available the Licensed Data to any third party. Customer may only publish summary insights derived from the Licensed Data (but not the Licensed Data in raw form), subject to the terms of this Agreement.
3.4 Data Partners. Customer acknowledges and agrees that the Licensed Data relies on and requires data and services provided by third party partners (“Data Partners”). Customer’s use of the Licensed Data is authorized and regulated by the Data Providers and that the Data Partners may, in their sole discretion, direct Dewey to terminate distribution of their Licensed Data for any reason or no reason, in which case Dewey may terminate the distribution of such Licensed Data without liability. Customer’s usage of the applicable Licensed Data is subject to any corresponding terms and conditions imposed by the Data Partners, as they may be updated from time to time at https://www.deweydata.io/data-partner-terms
3.5 Benchmarking or Comparative Analysis. For clarity and without limiting Section 3.1, Customer shall only use the Licensed Data as permitted in this Section 3 and shall not publish or share results of using third party data to evaluate, compare, benchmark or verify the accuracy or completeness of the Licensed Data (or vice versa). As between the parties, the Licensed Data and the name of the corresponding Data Partners are Dewey’s Confidential Information and shall not be disclosed except as permitted by Section 3.3.
3.6 Breach of this Section. Customer expressly acknowledges that any breach of this Section 3 shall constitute a material, uncurable breach of this Agreement, subject to Dewey’s immediate termination and Customer’s immediate return or destruction of the Licensed Data, as set forth in Section 8.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 General Restrictions. Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Platform (including, without limitation, the Licensed Data) (“Software”) or the Licensed Data (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Licensed Data, Services or Software; use the Licensed Data, Services or Software for timesharing or service bureau purposes or for any purpose other than its own use; or use the Licensed Data, Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations.
4.2 Cooperation. Customer will cooperate with Dewey in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Dewey may reasonably request. Customer will also cooperate with Dewey in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.
4.3 Indemnification. Customer hereby agrees to indemnify and hold harmless Dewey against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services or Licensed Data. Although Dewey has no obligation to monitor the content provided by Customer or Customer’s use of the Services or Licensed Data, Dewey may do so and may remove any such content or prohibit any use of the Services or Licensed Data it believes may be (or alleged to be) in violation of the foregoing.
4.4 Responsibilities. Customer acknowledges that the timely provision of and access to equipment, assistance, cooperation, complete and accurate information and data from its officers, agents, employees and partners, are essential to performance of the Services and that Dewey’s obligation to complete any Services is dependent upon same. Neither party will be liable to the other for any delay or failure to perform that is due to causes beyond the reasonable control of said party. Customer’s failure to timely perform any of its obligations under this Agreement or an Order Form shall relieve Dewey of its dependent obligations to the full extent of such Customer delay.
5.1 Mutual Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
5.2 Confidential Information. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Notwithstanding anything in this Agreement to the contrary, Dewey may aggregate and anonymize data received through the Services and use such aggregated and anonymized data to evaluate and improve the Services and otherwise for its internal business purposes.
5.3 Existence of Agreement. Both parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
5.4 Customer Name and Marks. Dewey may use and reference Customer’s name, logos, marks and the customer relationship under this Agreement in Dewey’s promotional and marketing materials and activities. Additionally, Dewey may share Customer’s name and email address with its Data Partners to comply with their respective terms and conditions.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Dewey Ownership. Except as expressly set forth herein, as between the parties, Dewey (or its licensors) will retain all intellectual property rights relating to the Services, the Software, the Licensed Data, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the foregoing. Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, the Software, the Licensed Data, or any intellectual property rights.
6.2 Indemnification for Infringement. Dewey shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret. As a condition to these indemnification obligations, Customer shall promptly notify Dewey of any and all threats, claims and proceedings related thereto and give Dewey reasonable assistance and sole control over defense and settlement. Dewey will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Dewey, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are modified after delivery by Dewey, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of is not strictly in accordance with this Agreement and all related documentation. Customer will indemnify Dewey from all damages, costs, settlements, attorneys’ fees and expenses related to any claim of infringement or misappropriation excluded from Dewey’s indemnity obligation by the preceding sentence.
7. PAYMENT OF FEES
7.1 Fees. Customer will pay Dewey the applicable fees as set forth on the Order Form (the “Fees”).
7.2 Credit Card Information. Customer shall provide Dewey with valid and updated credit card information. Customer authorizes Dewey to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 9 (Term and Termination). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Dewey will invoice Customer in advance and otherwise in accordance with the relevant Order Form. If not otherwise specified in the Order Form, payments will be due within thirty (30) days of invoice and are nonrefundable.
7.3 Taxes. The prices stated in this Agreement do not include any federal, state, local or foreign taxes, withholdings, duties, tariffs, levies or similar assessments on the license, delivery or use of the Services, or Software. Customer agrees to pay all such charges and not to reduce any payment to Dewey as a result thereof. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any government. If Customer claims exemption from any tax, then it shall furnish Dewey with a valid tax exemption certificate issued by or acceptable to the applicable taxing jurisdiction or entity.
7.4 Unpaid Fees. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
8. TERM AND TERMINATION
8.1 Term. Subject to earlier termination as provided in this Agreement, this Agreement is for the Term as specified in the Order Form.
8.2 Termination. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business without a successor.
8.3 Effects of Termination. Upon any termination or expiration of this Agreement, the license granted in Section 3 shall expire and Customer shall cease all use of the Services and the Licensed Data, and shall promptly delete or destroy all copies of the Licensed Data, except as explicitly described in this Agreement.
8.4 Survival. All accrued rights to payment and Sections 3-6, this Section 8.4, and 9-13 of this Agreement shall survive termination or expiration of this Agreement.
9. WARRANTY DISCLAIMER
THE SOFTWARE, SERVICES, LICENSED DATA AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. DEWEY (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, SOFTWARE, LICENSED DATA OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR THE LICENSED DATA OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF DEWEY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF DEWEY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO DEWEY HEREUNDER IN THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. U.S. GOVERNMENT MATTERS
Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
All notices under this Agreement will be in writing (a) for notices to Dewey to PO Box 7775, PMB 94141, San Francisco, California 94120-7775 and (b) for notices to Customer, to the address set forth in the registration process for the Services or the Order Form, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section 12, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. In the event of any conflict between the provisions set forth in an Order Form, the Data Partner Terms or these Terms and Conditions, precedence shall take place in the following order: the Data Partner Terms, the Order Form, the Terms and Conditions. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Dewey’s prior written consent. Dewey may freely transfer and assign any of its rights and obligations under this Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Dewey in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Dewey will not be liable for any loss resulting from a cause over which it does not have direct control.