Databell - Terms of Service Agreement

Last updated on January 17, 2022

1. Introduction

This is a legal agreement (“Agreement”) between You (the “User”) and Databell Technologies, Inc (“Databell”), for use of any of the Databell Services.

PLEASE READ THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING DATABELL (DEFINED BELOW).

THIS AGREEMENT INCLUDES INFORMATION ABOUT DATABELL’S RIGHT TO COLLECT, ANALYSE, AND DERIVE DATA AND OTHER INFORMATION RELATING TO THE PROVISION, USE AND PERFORMANCE OF VARIOUS ASPECTS OF THE DATABELL SERVICES AND RELATED SYSTEMS AND TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, PERSONAL INFORMATION AND DATA DERIVED THEREFROM).

IF YOU ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT EXECUTE THIS AGREEMENT, AND DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE Databell PLATFORM.

Databell is a Delaware Corporation with offices at 1151 Walker Road Ste 118, Dover, Delaware, United States of America.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access the Databell services through your account to these Terms of Services, in which case the terms “You” or “your” shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Databell Services.

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between You and Databell is intended or created by this Agreement.

If you have questions about this agreement, please contact support@databell.vc and we will address your concerns.

2. Scope of the Databell Services

Welcome to Databell. Through the databell.vc website, we provide a platform where entrepreneurs can meet sophisticated investors by applying or getting invited to join investors’ private “clubs”.

Databell has developed a machine learning-based platform to assist both Entrepreneurs and Investors, as defined below, on building and maintaining data-enabled relationships through the monthly streaming of operational data from the entrepreneurs to the investors.

The Databell Services are accessible only after creating an account on Databell and subject to a subscription in accordance with the current pricing available at our site. By creating an account on Databell, you are agreeing to be bound by these Terms of Service.

This data is accessible directly by the investors via a dashboard interface and may also inform success, failure, feasibility, necessity, impact, risks of startups predictions using Entrepreneur’s self reported Data as well as some Public Data about companies and founders.

Databell makes no promises or guarantees that the Databell services are free of bugs or irregularities.

Databell makes no promises or guarantees as to its continued ability to provide any or all the Databell Services and all the current features to the User.

Databell makes no promises or guarantees as to the Databell Services availability (i.e., uptime), disaster recovery, system performance, and/or scheduled downtimes for maintenance.

2.1 Your Databell License

Subject to the terms of this Agreement, Databell hereby grants to the User, during the term of this Agreement, a revocable, royalty-free, non-sublicensable, non-exclusive, non-transferable, limited license to access the Databell Services solely for the User’s own purposes.

You will make no attempt to, and will not permit your Users or any other third party to make any attempt to:

  • Alter, modify, improve, reverse engineer, disassemble, or decompile the Databell Services;

  • Interfere in any manner with the hosting of the Applications or Databell Services associated with them;

  • Reproduce, duplicate, or copy any portion of the Databell Services, use of the Databell Services, or access to the Databell Services without the express permission by Databell, or

  • Sublicense to or transfer to a third party.

2.2 No Claim to Any Rights in Your Information

We are promising not to claim any ownership interest in the Entrepreneur Information provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through Databell in connection with our Services, including the elaboration of benchmark reports and other predictive application uses, provided that data can be anonymized and is not identifiable.

Similarly, we are promising not to claim any ownership interest in the Investor Information provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through Databell in connection with our Services, including the elaboration of benchmark reports and other predictive application uses, provided that data can be anonymized and is not identifiable.

2.3 Email notifications

In order to serve customers correctly and fulfill Databell’s mission to help Entrepreneurs and Investors meet efficiently over secure exchanges of operational data, Databell will email users about new activity specific to their profiles. Databell won’t email users about any promotional activities or general content.

Users have the ability to edit and cancel email notifications directly from the user dashboard after login.

3. Users

3.1 User

Users of this website may open an account as an “Startup” (who are submitting monthly updates to investors), as an “Investor” (who receives monthly updates from startups and evaluate them) or they may view Content made available to the general public.

3.2 Entrepreneurs

If you are an Entrepreneur, Databell allows you to upload information - The Entrepreneur Information- about your business performance, which consists of information that is considered to be confidential, and to designate which Investors may see the Entrepreneur Information (either by listing specific Investors, or by indicating categories of Investors). We will only make available the Entrepreneur Information to your designated Investors and will do our best to display your Entrepreneur Information only to Investors who have told us that they fit within the categories you have identified.

We cannot, however, guarantee that Investors who see your information do not distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that Investors actually fit within the categories they have identified themselves under.

You understand and accept that Databell cannot be held liable for any breach of the terms of service by individual investors.

Databell will suspend the access to the Databell Services of such Investors suspected of breaching these Terms of Service and terminate their access once evidence of the breaching is collected.

Entrepreneurs are the only owners of the data uploaded to the Databell Services and retain control on all actions regarding the use of the Entrepreneur Information:

  • Who can access this information within Databell

  • Whether make this information publicly available

  • Request cancellation of the Entrepreneur account and the erasure of all the Entrepreneur Information

3.3 Investors

The only people who are authorized to create Investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long term business prospects of early stage companies.

Investors use the Databell Services through private “clubs”. Clubs are organizations composed of individual investors. Clubs are the beneficiaries of the information shared by Entrepreneurs.

If you are an investor, Databell allows you to vote and provide feedback connected to new Entrepreneur Information that is shared with you. These and any other actions internal to your club remain confidential and accessible only to you as an Investor.

In the course of using the Databell services through the Site, you will receive confidential information, the Entrepreneur Information. You will also want to select what kinds of Entrepreneurs you would like to be invited to your club and what kinds of monthly updates you would like to see.

We can’t promise to drive club applications from all Entrepreneurs or show you monthly updates that meet your criteria, nor can we promise that all Entrepreneurs will continue with the reporting of the monthly updates, yet we will certainly collaborate to make the Entrepreneurs understand the virtue of streaming updates.

4. Data posted or uploaded in Databell Domains

4.1. Origin of the data

All data that the User input, post, transmit, stream, upload or otherwise make available to the Databell Services via its account are under its sole responsibility (hereinafter, the “Data”). Databell will not be responsible for such User’s Data.

Databell does not control the Data uploaded via the Databell Services and, as such, does not guarantee the accuracy, integrity or quality of such Data.

The User will be liable for the damages and losses of any kind that Databell or any other related third parties suffers, directly or indirectly, as a result of any breach of this Agreement by User or applicable laws in respect of its use of the Databell Domains and Services.

4.2. User’s Representations

The User makes the following representations:

Users must be the owner, have the rights to use the data, or use public data for all data that you create within Databell.

Your data cannot be obtained by fraud, involve the use of counterfeit or stolen data, or have been obtained by other unlawful or morally repugnant method.

User’s Data cannot infringe any third party’s copyright, patent, trade mark, trade secret or other proprietary rights or privacy laws. The Data cannot violate any law, statute, ordinance or regulation.

4.3. Prohibited data

The User agrees not to input, post, transmit, stream, upload, or otherwise make available on or through the Databell Domains any Data:

  • that is unlawful, harmful, threatening, abusive, harassing, defamatory, or libelous;

  • that impersonates any person or entity, or falsely states or otherwise misrepresents the User’s affiliation with a person or entity;

  • that includes personal or identifying information about another person without that person’s explicit consent;

  • that is false, deceptive, misleading, or deceitful;

  • that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that the user does not have a right to make available under law or contract;

  • that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

Databell has, at its sole discretion, the right (but not the obligation) to delete or deactivate the User’s account, block the User’s email or IP address, or otherwise terminate the User’s access to or use of the Databell Services, immediately and without notice, and remove and discard any content within the Databel Domains, if Databell believes that the User has breached the Agreement or committed a criminal offense.

4.4. Blind Meta Data Collection

User grants to Databell a perpetual, worldwide, royalty-free, and non-exclusive license to use, copy, modify, publish, and distribute any Data used by the User related to Databell Services.

Databell retains the right to use data capture and analysis tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from the User’s use of Databell Services and Domains (“Blind MetaData”). To the extent that any Blind Meta Data are collected by Databell, that Blind MetaData will be solely owned by Databell and may be used by Databell for any lawful business purpose without a duty of accounting to the User if the Blind Meta Data is used only in an aggregated form without specifically identifying the source of the Blind Meta Data.

Databell retains the right to access and use Blind MetaData level generated during the creation of User’s predictions. These data are collected for the purpose of improving Databell services over time.

5. No Warranty

DATABELL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. DATABELL HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

DATABELL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DATABELL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OF KIND TO, VIRUSES THAT MAY INFECT, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY, ON ACCOUNT OF YOUR ACCESSING OR USE OF THIS SITE.

6. Limitation of Liability; Indemnification

IN NO EVENT SHALL DATABELL, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF DATABELL, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, DATABELL WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of any DATABELL party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree to indemnify, defend and hold DATABELL, its affiliates and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any claim. DATABELL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of DATABELL.

7. Third Party

Databell is responsible only for the content of this Site and it has no control over other websites that may be accessible from this Site, the contents therein or the products/services offered thereby. Hyperlinks to or from this Site do not constitute third party endorsement of, sponsorship by or affiliation with Databell.

8. Subscriptions, cancellation and Refund Policy

Users have the option to purchase a subscription to use the Databell services as publicly available only on the Databell site or other explicitly authorized partners.

These subscriptions are priced at the sole discretion of Databell and may change from time to time.

Following the end of your subscription period, your subscription will automatically renew at the same payment terms.

You may cancel your Account at any time, and you will not be charged further after the end of the current billing cycle. However, you will not receive a refund when you cancel.

To cancel Your Databell account log into Your account, navigate to Your account settings, navigate to Your plan subscription, and click “Cancel”.

9. Updates

Note that Databell reserves the right, at our discretion, to change this Terms of Service at any time. Such change will be effective in two (2) days after the revised Terms of Service are published on this website. We understand your continuing use of the Databell services implies the acceptance of such revised terms. If any change to this Terms of Service Agreement is not acceptable to You, Your only remedy is to stop accessing and using the Databell Services.

10. Termination or Modification

The Terms of Service is effective immediately upon creation of a Databell account and will remain effective until you cancel your account or until Databell terminates your account as set forth below.

You can delete your account and all its associated data at any time by clicking on the Delete Account link in the account section. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation.

All of your data will be immediately deleted from the Databell services upon cancellation. This information cannot be recovered once your account is cancelled. If you want to use the Databell services after cancelling, you will need to input the information again.

Databell reserves the right to refuse service to anyone for any reason at any time. Databell, in its sole discretion, retains the right to suspend or terminate your account and/or refuse any and all current or future use of the Databell Services, for any reason at any time.

Without limiting other remedies, Databell may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your account and/or refuse to provide the Services to You if:

  • You breach any of the Terms of Service.

  • You don’t send monthly updates for 6 consecutive months

  • Databell is unable to verify or authenticate any information you provide to us to create your Databell account; and/or

  • Databell believes that your actions are impermissible or may create legal liability for us.

Termination of the Databell Services for these circumstances results in the deletion of your Account and all Data.

11. Provisions to Users accessing from outside the United States

You consent to having your personal data transferred to and processed in the United States.

If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you are not allowed to use the Databell Services.

12. Waiver of class action

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR Databell WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

13. Controlling Law; Venue

This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject-matter hereof, shall be construed under and governed by the law of the State of Delaware. All contracts resulting from or relating to the Databell Service, including this Agreement, as well as all information and advice provided in the Databell Service, shall be deemed to have been formed, entered into, executed, and/or given/communicated in the State of Delaware.

14. Entire Agreement

This Agreement contains the full understanding between the parties and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. If any provision of the Agreement is held invalid by any law or regulation of any government, or by any court, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Agreement will remain in full force and effect.