Terms of Service

Terms of Service

The Data Square Park service, including (without limitation) all websites, mobile applications and other interactive properties through which such services are delivered (collectively, the “Services”) are owned, operated and distributed by Loyalist, LLC, a Delaware limited liability company (referred to in these Terms of Service as “we” and through similar words such as “us,” “our,” etc.) that created and wholly owns and operates a division known as Data Square Park.

By accessing the Services, or by clicking “Accept” while registering for an account through the Services (“Account”), you agree to be bound by the terms and conditions described below (“Terms of Service”), as they may be amended from time to time, and you further agree that Data Square Park may collect, process, transfer, use and disclose your information in accordance with Data Square Park’s hyperlink: Privacy Notice. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SERVICES AND DO NOT REGISTER FOR AN ACCOUNT.

Data Square Park owns all intellectual property in the Services. The Services are licensed, not sold. Under the license to use the Services, Data Square Park may permit you to copy, download, install, use, or otherwise benefit from the functionality or intellectual property of the Service, but only in accordance with the terms of these Terms of Service. While you may retain ownership in the information generated through the Services, the intellectual property used to generate that information remains the sole property of Data Square Park

1. Compliance. To ensure you remain in compliance with these Terms of Service, Data Square Park recommends reviewing the current Terms of Service each time you access or use the Services. All access to and use of the Services, Accounts and the materials, content, information and data contained on or provided through the Services and Accounts are subject to compliance with these Terms of Service and all applicable laws, rules, and regulations. If you have any questions or comments regarding these Terms of Service or the Services, please contact Data Square Park as described herein.

2. General Use. The Services are made available, subject to these Terms of Service, to allow you to (i) obtain information about the Services, (ii) obtain the Services as they may be available for your Shopify store (iii) register for an Account, and (iv) engage with the various interactive properties available on the Services. Subject to these Terms of Service, Data Square Park grants you a limited, non-exclusive, non-transferable and revocable license to download, access, and use the Services solely for the applicable purposes described in this Section. Except as otherwise expressly set forth herein, you shall have no other rights to the Services, and no other rights shall be implied.

3. Visitors to the Website and Account Creation. You can visit the public sections of the Service without identifying yourself or providing personal information. In order to access the primary features and benefits of the Services, you will have to register for an Account. 

4. Your Account. You may not have more than one (1) Account per Shopify store without Data Square Park’s permission and you must access the non-public portions of the Service through your Account, though you may grant access to multiple employees through different logins by request through Data Square Park. The security and confidentiality of your Account username and password is your sole responsibility. You shall ensure that no unauthorized person shall have access to your Account, username or password and shall immediately notify Data Square Park of any unauthorized access or use of which you become aware. You agree to bear all responsibility and liability for all actions under or through your Account as well as all fees and/or charges incurred from the use of your Account, whether authorized or unauthorized. You may update your Account by changing the Account settings.

5. Fees. We reserve the right, at any time, to change any fees or charges for using the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid prior to the time of the change. We will charge you sales tax as applicable to the Service or any order placed through the Service, based on your billing address. In addition, you will be responsible for all other taxes, levies, duties or similar charges, only excluding taxes based on our income.

6. Registration Data. All of your information and data provided to Data Square Park in connection with registering for your Account (“Registration Data”) must be true, accurate, current and complete at all times. You must immediately update your Registration Data to keep it true, accurate, current and complete. Notwithstanding anything to the contrary, you hereby authorize Data Square Park and its affiliates, contractors and suppliers to use and disclose Registration Data (i) as part of providing the Services, (ii) if required by applicable law, where necessary to enforce these Terms of Service and/or to protect any of Data Square Park’s or other parties’ legal rights, (iii) in an aggregated form which does not include your identifying information, and (iv) as permitted by Data Square Park’s hyperlink: Privacy Notice. You are solely responsible to obtain any necessary rights, authorizations and consents with respect to information provided as a part of your Registration Data, including, without limitation, to grant the foregoing rights to Data Square Park and its affiliates, contractors and suppliers. If you provide Data Square Park your email address, you hereby consent to and authorize Data Square Park to (a) send notices regarding the Services to such email address, instead of notice by other means such as mail, and (b) send other messages to such email address, such as changes to features of the Services and special offers (collectively, “Other Messages”). If you do not want to receive Other Messages that may be classified as marketing communication, you will be provided the opportunity to opt out of such communication.

7. User Data. The Services will collect data from your Shopify store and may also contain user-generated or provided data, content, and materials (“User Data”). By agreeing to these Terms of Service and providing Data Square Park access to your Shopify store data, you certify that you have the legal right (through consent or some other legal basis) to disclose the User Data provided to Data Square Park. Data Square Park is not responsible for obtaining the consent of your customers or other individuals whose personal information may be contained in User Data before processing User Data as described in these Terms of Service. You retain all of your ownership rights in your User Data, however, by submitting the User Data to Data Square Park you hereby grant us the following licenses: (a) a limited, revocable, worldwide, non-exclusive, royalty-free license to use the User Data solely for purposes of providing the Services to you; and (b) an irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to the User Data to use, reproduce, distribute, prepare derivative works of, display, perform analysis on, and perform the submissions to the public in any media formats now or hereafter created and through any media channels now or hereafter created. You also hereby grant each Third Party with which we may choose to share User Data, a non-exclusive license to access your User Data, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Data as permitted through the functionality of the Software and under this License Agreement. In acting on the above data license, Data Square Park may process User Data for the stated purposes only when identification or identifying characteristics have been removed from personal information and other User Data. Such developed or collected information and data shall be aggregated or abstracted so that it is unusable for your original purpose.

8. Releases. You understand the risks associated with the access to and use of the Services and any User Data and other data, content, and materials made available or generated through the Services, and acknowledge that you are using the Services and such other data, content, and materials at your own risk and that you are personally responsible for verifying their suitability for your needs through your own investigation. To the maximum extent permitted by law, Data Square Park is not liable for, and you hereby waive, release, relinquish and forever discharge Data Square Park, its employees, members, managers, governors, suppliers, agents, contractors, affiliates, representatives, successors and assigns (collectively, the “Data Square Park Parties”), from any and all claims, counterclaims, demands, causes of action, suits, liabilities, injuries to person or property (including, but not limited to, death, incapacity and disability), damages, losses, costs and expenses, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, arising out of or related to (a) your access to and use of the Services, and (b) access to and use of any User Data and other data, content and materials made available through the Services. You agree to not sue Data Square Park and the other Data Square Park Parties, or assist any other person or entity in any suit against Data Square Park and the other Data Square Park Parties, with respect to any matters released in this Section 8. The terms of this release shall also apply to any of your relatives, next of kin, heirs, beneficiaries, employers, successors or assigns who assert or attempt to assert any claims on your or their behalf.

9. Ownership and Intellectual Property. Except for User Data, all material included on the Service, including (without limitation) the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You acknowledge and agree that as between you and Data Square Park, Data Square Park is and shall remain the exclusive owner of the Services, Data Square Park’s data, information, and Content (expressly excluding User Data), and all patent, copyright, trade secret, trademark and other intellectual property rights therein. In addition, the compilation and presentation of the Content on the Service is subject to copyright owned exclusively by us. Content on the Service may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent. We reserve all rights not expressly granted in and to the Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Data obtained through the Service for any commercial purposes beyond what is intended by the Service. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. You shall not challenge or assist any third party to dispute or challenge Data Square Park’s or its licensors’ ownership of such rights or the validity or enforceability of such rights. Data Square Park expressly reserves all rights not expressly set forth in these Terms of Service.

If you find or suspect intellectual property infringement with respect to the Services or User Content, believe that the Services or any User Content otherwise violate these Terms of Service, or have questions, complaints or claims regarding the Services, please immediately notify Data Square Park using the contact information contained herein. Upon receiving such information, Data Square Park will investigate the matter, in its sole discretion.

10. Prohibited Uses. In addition to uses otherwise prohibited by Data Square Park, these Terms of Service or applicable law, you shall not, and you shall not allow any third party to, do any of the following:

• Download, access, use or register for the Services if you are under eighteen (18) years old.
• Change or delete any copyright or proprietary notices from the Services.
• Use the Service other than as permitted by these Terms of Service and that you will not use the Service in a manner inconsistent with the original intent of its design.
• To impersonate or attempt to impersonate Data Square Park, a Data Square Park employee, another authorized user, or any other person or entity.
• Access or use the Services by artificial means or in a manner that, in Data Square Park’s sole discretion, would inflict an excessive load on Data Square Park’s or its suppliers’ hardware or software.
• Post, upload or transmit: (i) any data, content or materials meant to market or advertise services or products that are competitive with the Services, solicit any other users of the Services for such purposes and/or use data, content or materials gathered from the Services for such purposes, (ii) any data, content or materials of any type that infringe or violate any rights of any party, including, but not limited to, any patent, copyright, trademark, trade secret or any proprietary or other right of Data Square Park or a third party, (iii) any data, content or materials that are illegal, threatening, obscene, defamatory, harmful, invasive to privacy or otherwise violate the rights of Data Square Park or a third party, and/or (iv) any disabling code (defined as computer code designed to interfere with the normal operation of the Services or Data Square Park’s or a third party’s hardware or software) or any program routine, device or other undisclosed feature, including, but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the Services or Data Square Park’s or a third party’s hardware or software.
• Use the Services for development of any products or software that are substantially similar to the Services.
• Decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization), modify or create a derivative work of the Services by any means whatsoever.
• Distribute, disclose or allow use of any portion of the Services or your Account in any format through any timesharing device, service bureau, network or by any other means, to or by any third party.
• Use or access any data, content or materials for any purpose or in any manner other than real-time viewing (which prohibits, for example, screenshots, downloading and storing) unless expressly permitted by the features of the Services.
• Use or access the Services or any data, content or materials provided through the Services in violation of international, federal, state or local law or other applicable rules or regulations (including, without limitation, any laws regarding the export of data or software to and from the US and other countries). If you access the Services from outside the United States, you do so at your own risk and responsibility for compliance with laws of your jurisdiction.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determine by us, may harm Data Square Park or users of the Service or expose them to liability.

11. Accessibility and Updates. You are solely responsible for providing, maintaining and ensuring compatibility with the access requirements for the Services, and all hardware, software, electrical or other physical requirements for use of the Services, including, without limitation, mobile devices, telecommunications and internet access, connections, web browsers or other equipment, programs and services required to download, access and use the Services.

12. Third Party Content and Products. The Service may contain links to third party content and other third-party websites that are not owned or controlled by Data Square Park. Links are provided to online users solely as a convenience and our inclusion of such links does not imply any endorsement of the information by Data Square Park. You acknowledge and agree that we have no control over such sites and resources, are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, features, services, information or other materials on or available from such sites or resources, or any websites that they may link to (collectively, “Third-Party Content”). We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Content.

Access to the Services may include hardware, software, and other proprietary materials from Data Square Park’s third-party suppliers that are subject to license rights, terms and restrictions (collectively, “Third-Party Licenses”). In such event, your rights to the Services are expressly subordinate and subject to the Third-Party Licenses and you must comply with Third-Party Licenses. If Data Square Park’s rights provided by a third-party supplier are limited, suspended or terminated for any reason, your rights shall also be so limited, suspended or terminated. To the extent of any conflict between the terms of these Terms of Service and the terms of a Third-Party License, the terms of the Third Party-License shall control with respect to the applicable third-party product.

13. Termination. These Terms of Service and the are effective until terminated. Your rights under these Terms of Service will terminate automatically without notice from Data Square Park if you fail to comply with any term(s) of these Terms of Service or if you fail to make payments in accordance with an agreed payment schedule.  At Data Square Park's sole convenience, these Terms of Service may be terminated with thirty (30) days written notice to you.  Upon the termination of these Terms of Service, you shall cease all use of the Services and destroy all copies, full or partial, of Content not owned by you. Upon termination of these Terms of Service, you are not permitted to continue use of the Services, and it is your responsibility to deactivate, delete, or uninstall any Data Square Park that may be operating on your systems (e.g. your Shopify store).

14. Warranties. You represent and warrant that (i) these Terms of Service constitute your legal, valid and binding obligation enforceable against you in accordance with their terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, (ii) you have all requisite authority to enter into these Terms of Service, (iii) your agreement to these Terms of Service and performance or compliance with the terms of these Terms of Service will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which you or your affiliates are bound or to which your properties are subject, (iv) you are the lawful owner of User Data and your Registration Data, or to the extent you are not the lawful owner, you have all rights necessary for you to provide, upload and make available User Data and your Registration Data and license it as specified herein, and (v) User Data and your Registration Data will not violate or in any way infringe on any patent, copyright, trade secret, trademark, intellectual property or other rights of a third party.

15. Indemnification. To the fullest extent permitted by law, you shall indemnify, defend and hold Data Square Park and the other Data Square Park Parties harmless from and against any and all losses, liabilities, suits, actions, obligations, fines, damages, judgments, penalties, claims, causes of action, charges, costs and expenses (including, but not limited to, attorneys’ fees, disbursements and court costs prior to trial, at trial and on appeal) arising out of or resulting from, or alleged to result from (i) your breach of these Terms of Service, (ii) your access to and use of the Services, and/or (iii) User Data and your Registration Data; provided, the foregoing provisions of this Section 15 shall not apply to the extent such losses, costs and expenses arise out of the gross negligence or willful misconduct of Data Square Park. 

16. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, DATA SQUARE PARK DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) WITH REGARD TO THE SERVICES, USER CONTENT OR ANY OTHER DATA, CONTENT AND MATERIALS CONTAINED IN OR PROVIDED THROUGH THE SERVICES. THE SERVICES AND USER CONTENT ARE PROVIDED ON AN “AS IS” BASIS. IF YOU ARE DISSATISFIED WITH THE SERVICES, USER CONTENT, THESE TERMS OF SERVICE OR ANY PORTION OF THE FOREGOING, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. DATA SQUARE PARK DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES, AND OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS. 

17. Liability. SUBJECT TO THE OTHER LIMITATIONS AND DISCLAIMERS IN THESE TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DATA SQUARE PARK OR ANY OTHER DATA SQUARE PARK PARTIES BE LIABLE UNDER ANY LEGAL THEORY FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE SERVICES OR USER CONTENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY DAMAGES EXCEPT TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY YOU, NOT TO EXCEED ONE HUNDRED AND NO/100 DOLLARS ($100.00). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT. Any of your claims arising in connection with these Terms of Service, the Services or User Content must be brought within one (1) year of the date that the event giving rise to such action occurred. 

18. Force Majeure. Data Square Park shall not be responsible for delays or failures of performance resulting from acts beyond its reasonable control. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, third party service providers, lockouts, riots, acts of war, acts of terror, epidemics, pandemics government regulations, fire, communication line failures, power failures, earthquakes and other disasters. 

19. Personal Information. Data Square Park may collect your personal and non-personal information when you download, register for, access and/or use the Services. You agree that Data Square Park may collect, process, transfer, use and disclose your information in accordance with Data Square Park’s hyperlink: Privacy Notice which is incorporated herein by reference and deemed a part hereof. 

20. Feedback. If you submit any ideas, concepts, feedback or related information concerning the Services to Data Square Park through the Services or by other means, you hereby grant, and/or warrant that the owner of such content or intellectual property has expressly granted to Data Square Park, a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, transferable, sublicensable (through multiple tiers) license to reproduce, copy, use, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, such content or intellectual property in any media or medium, or any form, format or forum now known or hereafter developed. 

21. Assignment. You may not assign or transfer these Terms of Service, or any of your rights or obligations hereunder, without the prior written consent of Data Square Park, and any attempted assignment or transfer without Data Square Park’s prior written consent shall be null and void. Data Square Park may assign these Terms of Service to an affiliate or the surviving entity or its successor in the event of its merger or the sale of all or substantially all of its assets. All of the terms and provisions of these Terms of Service shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, estates, heirs, successors and permitted assigns.

22. Governing Law. These Terms of Service shall be governed by, construed and enforced according to the laws of the State of New York, without regard to its conflict or choice of law principles. Subject to Section 23 below, any action arising out of or relating to these Terms of Service shall be brought only in the state or federal courts of New York, Kings County, and all parties expressly consent to such courts’ jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens.

23. Contact Information. Most communications between us and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other electronic communication exchanged between you and us shall satisfy any legal requirements that such communications be in writing. If communication is sent non-electronically, it shall be deemed received given three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or when received via electronic mail, in each case to the respective party as set forth below.

To Data Square Park:

Data Square Park

Attn: Legal Notices

4 Perry Street

Floor 2

New York, NY

10014

Email: admin@datasquarepark.com 

To you: As specified in your Account information. 

24. Miscellaneous. Section headings are not to be considered part of these Terms of Service. They are included solely for convenience and not intended to be full or accurate descriptions of the content hereof. Except as otherwise set forth herein, if any provision of these Terms of Service is found void or unenforceable, this will not affect the validity of the balance of these Terms of Service, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. Except as stated herein, nothing in these Terms of Service is intended to confer upon any person other than the parties hereto, and their respective personal representatives, estates, heirs, successors and permitted assigns, any rights or remedies under or by reason of these Terms of Service. Any and all rights and obligations contained in these Terms of Service which by their nature and/or context are intended to survive termination of these Terms of Service shall so survive, including, but not limited to, perpetual license grants, indemnification, limitations of liability and disclaimers. No breach or right under these Terms of Service may be waived unless in writing signed by the waiving party.

To the fullest extent permitted by applicable law, NO CLAIM UNDER THESE TERMS OF SERVICE SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.