Data Feed Terms
Any capitalised term not defined in these Data Feed Terms shall have the meaning given to it in the Gatekeeper Master Subscription Agreement ("Agreement"). These Data Feed Terms apply to access to and use of any MarketIQ Service (“Service”) ordered by You.
1. Provision and Use of the Service
- Use of the Service permits You to access and use certain business information provided by third parties (“Information”) intended for evaluating the creditworthiness of businesses of interest subject to the usage limits set out in the Order Form for the Service.
- You shall only access and use the Service and Information for the purposes of credit checking, risk assessment, know-your-customer checks, compliance, data verification and enhancement and other lawful business due diligence purposes.
- You acknowledge and agree that the Information is proprietary to Gatekeeper and comprises: (a) works of original authorship, including compiled information containing Gatekeeper’s selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by Gatekeeper at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly or irreparably harm Gatekeeper.
- You agree that You and Your Users shall not commit or permit any act or omission by Your agents, employees, or any third party that would impair Gatekeeper’s IPRs in the Information. You and Your Users shall not use any Gatekeeper trade names, trademarks, service marks or copyrighted materials in listings or advertising in any manner without the prior written approval of Gatekeeper.
- When accessing and using the Service and Information You shall: (a) comply with all applicable local, national or international laws and regulations; (b) ensure that any data provided to Gatekeeper is complete, accurate, timely and in the agreed format; (c) only use the Service solely for Your own internal purposes; (d) only take such copies of Information via the Service as are reasonably required for the use of the Service.
- You shall not sell, transfer, sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any third party, any of the Service, or include the Service in any product or service which You sell.; (b) remove any proprietary notices from the Service, or copies or printouts of Information obtained via the Service.
- You shall not use the Service or Information: (a) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (b) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); (c) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, key-stroke loggers, spyware, adware or any other harmful programs or similar computer code including code injection designed to adversely affect the operation of any computer software or hardware; (d) in a manner, whether manual or automated, designed to overload the Service with requests for Information.
2. No Warranties
- The Service and Information are provided on an "as is", as available basis, without warranties of any kind, whether express or implied. The Information may be incorrect or out of date. Therefore, any use of the Service or Information is at Your own risk, and You agree that Gatekeeper and its third-party information providers shall not be liable to You or Your Users for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions of Gatekeeper or its third-party information providers in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the Service or Information.
- You acknowledge and agree that the Service and the Information are not intended to be used as the sole basis for any decision making and are based upon data which is provided by third parties. Gatekeeper and its third-party information providers do not warrant: (a) the accuracy, reliability, completeness, usefulness, quality or content of the Information; or (b) that the Information will meet Your requirements. You and Your Users assume all risk for relying upon the Information.
- You acknowledge and agree that Gatekeeper and its third-party information providers are not engaged in rendering legal, financial, accounting or other professional services. If such assistance is required, the services of a competent professional should be used.
3. Data Protection
- Each Party agrees that to the extent the other Party receives or processes the name, business telephone number, business cell phone number, business address, or business email address (“Personal Data” as defined in the EU General Data Protection Rule 2016/679, (“GDPR”)) of the other Party’s employees in the ordinary course of developing and/or maintaining a business relationship between Gatekeeper and You, each Party represents to the other Party that it is authorised to permit the other Party to process such Personal Data regarding employees for the sole purpose of performing their respective responsibilities under these Data Feed Terms and instructs the other Party to process such Personal Data for such purposes.
- The Service and Information is intended for evaluating the creditworthiness of businesses, which could however include Personal Data which is contained in credit reports, compliance and risk reports, prospecting lists, monitoring tool and data appends (“Product Data”).
- Where any Product Data contains Personal Data each Party acts as an independent data controller. Gatekeeper shall not be liable to You in connection with any breach of the GDPR or any fines, penalties or costs arising therefrom, to the extent these are caused by Your or a related third party’s unauthorised use of Product Data. You are responsible for: (a) establishing the lawful basis on which You process the Product Data; (b) recording the reason for the existence of any legitimate interest relied upon; and (c) maintaining compliance with the GDPR in connection with access to and use of Product Data.
- You represent and warrant to Gatekeeper that You maintain technical and organisational measures to protect Product Data containing Personal Data from accidental, unauthorised or unlawful access, alteration, disclosure, destruction or loss. You shall (a) provide Gatekeeper with evidence of such measures upon request; and (b) notify Gatekeeper without delay upon becoming aware of any security breach relating to Product Data containing Personal Data.
- Where a Party faces an actual or potential claim arising out of or related to a breach of the GDPR or any data protection law concerning the Service or Product Data, the other Party will promptly provide all materials and information requested that is relevant to the defence of such claim and the underlying circumstances concerning the claim.
- In the event that that You receive a government request concerning EU personal data, You shall: (a) notify Gatekeeper and/or the applicable data subjects without undue delay; (b) only comply with such request when clearly compelled to do so; and (c) challenge such request and permit and reasonably assist Gatekeeper and any affected data subject in challenging the request.
4. Limitation of Liability and Indemnity
- Gatekeeper is not responsible for the quality or availability of the content produced by media sources for the Information in the Service. Should any Information be deemed to be infringing any law or right of a third party, Gatekeeper has the right to remove the infringing material without obtaining Your consent. Gatekeeper will be entitled to take all such steps that it considers to be necessary for the purpose of bringing an end to such infringement. Gatekeeper is not liable for Your negligence or misuse of the Information or Service or content from third parties. Where access to third-party websites requires payment, You will be responsible for paying the same.
- You agree to indemnify, defend and hold Gatekeeper, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Gatekeeper or its parents, subsidiaries, affiliates, officers or employees in connection with Your use of the Service or Information in breach of these Data Feed Terms.
- Upon termination of Your license to use the Service and Information, You must delete all and any part of the Service and Information held by You in any format and You may not make any further use of the Service or Information.