- North America
BY REQUESTING A DATA ACCESS KEY AND USING THE KEY TO ACCESS YOUR DATA AND SERVICES ON THE DATA LAKE PLATFORM PROVIDED BY PERFECTMIND INC. D.B.A. XPLOR RECREATION (“PERFECTMIND” OR “COMPANY”), PERFECTMIND AND THE CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. YOU ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF YOU ARE WORKING FOR OR AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT ("CRM") PROVIDER OR DEVELOPER. PERFECTMIND RESERVES THE RIGHT TO SUSPEND OR REVOKE YOUR USE LICENSE IF YOU ARE ATTEMPTING TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF PERFECTMIND. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS GOVERNING THE USE OF PERFECTMIND DATA LAKE SERVICES. THE TERM “CUSTOMER” OR "YOU" REFERS TO: (1) THE ORGANIZATION, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO PERFECTMIND. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE PERFECTMIND DATA LAKE SERVICES.
As part of the PerfectMind Business Management Solution, PerfectMind may provide the Customer with use of our Data Lake Service. The Customer's registration for, or use of, the Service shall be deemed to be the Customer's agreement to abide by these Terms & Conditions including any materials available on the PerfectMind web site incorporated by reference herein, and including but not limited to the Privacy Statements.
These Terms & Conditions apply to PerfectMind Data Lake Service, related software and support provided to clients, developers, and/or users.
PerfectMind grants the Customer a nonexclusive, non-transferable, and revocable worldwide right to use the Data Lake Service, solely for the Customer's own internal business purposes subject to these Terms & Conditions. Subject to these Terms & Conditions, the Customer grants to PerfectMind the nonexclusive, worldwide, right to use, copy, store, transmit and display the Customer Data solely to the extent necessary to provide the Data Lake Service as requested by the Customer. The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the PerfectMind Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Furthermore, the Customer is not eligible for the Service if it is, or is affiliated with any other Customer Relationship Management (CRM) provider, distributer, or software developer. PerfectMind shall not use the Customer Data for any purpose other than to provide the Service to the Customer. All rights not expressly granted to the Customer are reserved by PerfectMind and its licensors.
These Supplementary Terms & Conditions apply to all work and services of PerfectMind Data Lake Service and related Support and are in effect in addition to the General PerfectMind Terms & Conditions available on our website at www.xplorrecreation.com. These Supplementary Terms & Conditions for software, work and services shall prevail over the general PerfectMind Terms & Conditions in the event of inconsistencies or deviations from the General Terms & Conditions.
The current Data Lake Service is provided as a Beta Program and as such may not meet all the client requirements, expected service levels, and availability of features. During the Beta Program, PerfectMind may decide to provide the Service at a discounted rate or free of charge at its sole discretion. Beta clients will be informed of changes to the rates as the Beta Program is discontinued and might require clients to enter into new agreements to continue use of the Service.
A Data Lake Access Key (“Key”) is issued to you for the purpose of accessing the Data Lake services based on provided Data Lake documentation. Requests for issuance of a Key should be sent to PerfectMind Support by your staff with GlobalAdmin rights in PerfectMind. The Key is only issued to the contact with GlobalAdmin rights.
You are required to establish a renewal process for your Key which can be initiated by your GlobalAdmin or setup ahead of time with coordination with PerfectMind Support. The frequency should be at least quarterly but recommended to be monthly. As part of the process, a new Key is issued for your organization and your current Key is deprecated simultaneously. It is your responsibility to coordinate the replacement of the Key within your application, or web site to ensure continuity of service to your users.
Having access to the Key allows a user to have access to very sensitive data of your clients stored in PerfectMind database or its replicas including but not limited to user information and personal private data. You are responsible for making sure the key is kept confidential and not shared. Any exposure of your users’ information due to breach of the Key is solely your responsibility.
You may provide access to the Service to third party developers (e.g. agencies, vendors, or approved partners). You are responsible for ensuring that any third party to whom you provide access abides by the Terms & Conditions. Further, PerfectMind reserves the right to reject third party access to the Service provided such access is inconsistent with the use contemplated under any other agreement with PerfectMind. Generally, providing Keys to an unaffiliated third party for the purpose of bypassing the PerfectMind Programs including Partner Program or a non-existent PerfectMind syndication relationship with that third party is prohibited. Generally, providing a Key to a third party to provide business intelligence analysis and data mining work for your internal use is allowed (subject to you having the appropriate consents from your clients to use their data in that way). PerfectMind will have exclusive discretion to determine whether a particular use of a Key by a third party is acceptable to PerfectMind. You are responsible for ensuring that any third party to whom you provide access abides by the Terms & Conditions and you share the Key with any third party at your own risk. Further, PerfectMind reserves the right to reject third party access to the Service.
PerfectMind Data Lake Service is a premium service and requires subscription payments for continued use. PerfectMind reserves the right to adjust subscription fees from time to time and/or for database sizes over a certain threshold or uses over a certain rate or for certain commercial uses.
You may not charge third parties a premium for access to the Data Lake Service.
PerfectMind may elect to provide you with support or modifications for the Data Lake Service (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. PerfectMind may change, suspend, or discontinue any aspect of the Service at any time, including the availability or frequency of refresh for your data. PerfectMind may also impose limits on certain features and services or restrict your access to parts or all of the data available through the Data Lake Service without notice or liability.
You may not use the Service in a manner that adversely impacts PerfectMind systems, including but not limited to PerfectMind application or database servers or other servers. Furthermore, we reserve the right to suspend, terminate or temporarily deactivate your use of the Service in the event your use is deemed excessive by the sole discretion of PerfectMind.
You may not use or access the Service for purposes or monitoring the availability, performance or functionality of any of PerfectMind products or services or for any other benchmarking or competitive purposes.
Use the Service in any manner or for any purpose that violates any law, regulation, code or any rights of any person or entity, including but not limited to intellectual privacy rights, rights of privacy, or rights of personality. Further, you must maintain a privacy policy that accurately reflects your use of the content accessed through the Service.
The currently available Report Engine within PerfectMind which provides similar access to client database will continue to be available and the intention is not to replace it with this Service. Clients with Data Lake Service are encouraged to utilize this Service to replace any or all reporting that could be construed as heavily data oriented and/or covers extensive periods of time.
PerfectMind owns all rights, title and interest in and to the Service and PerfectMind Data Format. For the purpose of these Terms & Conditions, “Data Format” means any and all data structures, schema, and other data related intellectual property in which PerfectMind may claim proprietary rights without conflict to any pre-existing contractual agreement.
You own the Data provided to you through use of the Data Lake Service that is retrieved from your Data originally stored in your PerfectMind database. For the purpose of these Terms & Conditions “Data” means any and all information and other intellectual property in which you may claim proprietary rights without conflict to any pre-existing contractual agreement.
These Terms grant you no right, title or interest in any intellectual property owned or licensed by PerfectMind, including without limitation the Data Lake Service or any Data Format used by the Service.
You will indemnify and hold harmless PerfectMind and its officers, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party arising from or in any way related to your breach of these Terms and Conditions, your use of the Data Lake or the use of the Data Lake by any third party that you have given access to the Data Lake to.
NO WARRANTIES. THE DATA LAKE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PERFECTMIND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT PERFECTMIND DOES NOT WARRANT THAT ACCESS TO THE DATA LAKE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DATA LAKE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PERFECTMIND OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PERFECTMIND BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN RESPECT OF YOUR ACCESS TO THE DATA LAKE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) CANADIAN DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS AND CONDITIONS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS DEVELOPER TOOLS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, PERFECTMIND’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
