“Affiliate” means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such person or entity.
“Apps” means the mobile applications you analyze using the Software.
“Authorized Users” means, and is expressly limited to, the employees of yours who have agreed to the Priori Data Terms of Service ("TOS").
“Client Data” means information or other data provided by you to Priori Data through the Software, including user account information and report queries.
“Connected Accounts” means your iTunes Connect or Google Play developer accounts, or other similar accounts from other App distributors or marketplaces (each, a "Connected Account") which you may optionally choose to connect with the software.
“Software Data” means any digital media, software links, or numerical data accessed by you from the Software or from its related services, including but not limited to data accessed via the Software's file export features, email notification services, web application interface (API), or via manual copying and pasting from the Software's user interface.
You hereby certify that you are at least 18 years of age and, if you are agreeing to these Terms of Service on behalf of a corporation or entity, that you are duly authorized to bind such corporation or entity and provide the Client Data contemplated herein. In addition, you agree that:
You will not attempt to use the Software with crawlers, robots, data mining or extraction tools or any other functionality;
Your use of the Software will at all times comply with these Terms of Service; and You have the right to provide any and all information you submit to the Software, and the information and all such information is accurate, true, current and complete.
You will update and correct information you have submitted to the Software and ensure that it is accurate at all times (out-of-date information will invalidate your account).
You acknowledge and agree that all content and information on the Site is protected by proprietary rights and laws. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, create derivate work from, sell or re-sell any content or information obtained from or through the Site.
Modifications to this Agreement
Priori Data may update this Agreement from time-to-time and may amend it at any time to incorporate additional rules, policies, procedures and other instructions concerning access to, and use of, the Software or additional features, materials, products, opportunities, or services that Priori Data may make available on or through the Software. All such updates and amendments are effective immediately.
Termination of Use
Priori Data shall have the right to immediately terminate or suspend, in its discretion, your access to all or part of the Site with or without notice for any reason. Priori Data shall not be liable for any failure to provide access to or use of the Software during any such suspension.
Limitations on Copying
You shall not, and shall not allow any of your Authorized Users or any other third party to, copy, download, or reproduce the Software.
Limitations on Third Party Use
Only you are permitted to access or use the Software. You shall not license, sublicense, sell, resell, market, lease, loan, rent, transfer, assign, distribute, disclose, or make accessible to any third party, or allow any third party to analyze or optimize mobile applications using the Software, or otherwise commercially exploit the Software or grant any right to access or use the Software to any third party.
Limitations on Use
You shall not: (a) submit Client Data or any other material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (b) interfere with, impede, or disrupt the integrity or performance of the Software or the data contained therein or part thereof; (c) attempt to gain unauthorized access to the Software or its related systems or networks; (d) access, use, or copy any portion of the Software, through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms; (e) create any denial of service with respect to the Software; (f) falsify the origin of your communications, or attempt to do any of the foregoing; or (g) use the Software for any illegal or injurious purpose.
Please be advised that Priori Data may monitor your use of and access to the Software to ensure compliance with this Agreement and any other applicable rules, policies, deadlines and instructions. By using the Software, you expressly consent to such monitoring. If such monitoring reveals possible unauthorized use of the Software, Priori Data may, among other things, suspend or terminate your access to the Software.
Compliance with Laws
You are responsible for all activity occurring under any Authorized User Accounts and you shall abide by all applicable local, state, federal and foreign laws, treaties and regulations in connection with your access to and use of the Software, including those laws related to data privacy, and the transmission of technical or personal data. You shall not use the Software for any unlawful purpose, and you will not export, directly or indirectly, the Software to any country for which the Federal Republic of Germany requires any export license or other governmental approval without first obtaining such license or approval.
Reliance on Software
The Software permits you to analyze Software Data and prepare various analyses and reports comprised of your Software Data or based on your analysis of Software Data. You, not Priori Data, are responsible for creating each analysis, analyzing the Software Data contained in each analysis, and in determining how to use your analysis. PRIORI DATA MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE ACCURACY, COMPLETENESS OR CONTENTS OF ANY REPORTS OR OTHER OUTPUT GENERATED USING THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT ITS USE AND RELIANCE ON REPORTS GENERATED USING THE SOFTWARE IS AT YOUR OWN RISK.
To access and use certain features, functions and services in the Software, you must have an account ("Authorized User Account"). You may only create an Authorized User Account as set forth in the License Fees section. You may only register for one Authorized User Account. In consideration of your access to, and use of, the features, functions and services in the Software, you will (a) provide accurate, current and complete information as may be prompted by any registration forms in the Software ("Registration Data"); (b) maintain the security of your user identification and password (collectively, "Login Information"); (c) maintain and promptly update the Registration Data, and any other information you provide to Priori Data through the Software; (d) promptly advise Priori Data whenever there is a change to your contact information or any other information in your account; (e) receive communications from Priori Data electronically; and (f) be fully responsible for all use of your Authorized User Account and for any actions that take place using such account and any applicable Login Information.
You represent and agree that all information you provide to Priori Data in connection with its access to and use of the Software is, and shall be, true, accurate and complete to the best of your knowledge, ability and belief. Priori Data reserves the right to terminate these Terms, or to refuse, restrict, or discontinue your access to the Software (or any portions, components, modules, or features of the Software) for any reason, or for no reason whatsoever, at any time, without notice or liability.
License to Priori Data for Client Data
You grant Priori Data a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use the Client Data for purposes of performing the services set forth in this Agreement. You will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Priori Data for use as contemplated under this Agreement. You agree to indemnify Priori Data for any third party claims, demands or losses arising as a result of your failure to obtain all such necessary rights, permissions and authorizations.
A valid credit card is required for paying accounts and a credit card validation is required for free trial accounts, but will not be charged until immediately after the expiration of the trial period, unless otherwise specifically agreed. Free accounts are not required to provide a credit card number.
Fees, rate limits and effective dates for these Services are negotiated separately from the Terms and of Service.
An upgrade from any plan to any more expensive paying plan will be pro-rated. You will be billed the pro-rated fee immediately upon upgrading.
The Services are billed in advance on a per-month or per-year basis. There will be no refunds or credits for partial billing periods of service, upgrade/downgrade refunds, or refunds for billing periods unused. Account credits do not roll over to the succeeding billing period.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only VAT when a valid number is provided.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. However, when necessary, your account will be pro-rated in the next billing cycle(s) when a downgrade occurs.
Downgrading your Service may cause the loss of content, features, or capacity of your account. Priori Data does not accept any liability for such loss.
You can cancel your subscription anytime by contacting email@example.com. Please note that all above conditions apply.
Prices of any Service may change, however old plans will be grandfathered in unless otherwise stated. Notice of pricing changes may be provided by contacting you using the contact information you have provided to us.
Priori Data will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Site or Services.
License to Priori Data for Connected Account Data
You have the option to connect your iTunes Connect and Google Play Developer accounts (or other similar accounts from other App distributors or marketplaces) with the Software, in order to use the Software to analyze the information about your Apps stored in the Connected Account. By doing so, you understand and agree that Priori Data will receive certain information about you and your Apps from the Connected Account. ("Connected Account Data"). Notwithstanding anything to the contrary herein, you hereby grant Priori Data (and our successors and assigns) a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use your Connected Account Data to produce anonymized data for the purpose of (i) further developing and optimizing the Software, (ii) the development and sale of new products, and (iii) expanding the features and functionality of existing products.
Consistent with Priori Data's then current practices and procedures, Priori Data will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of your Client Data.
Priori Data IP
The Software contains material that is protected by intellectual property laws, including copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to you under this Agreement are expressly reserved by Priori Data and its licensors. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Software shall remain the sole and exclusive property of Priori Data or its licensors, as applicable, and this Agreement grants you no title or rights of ownership in the Software or any subsets or components thereof.
You or any Authorized User may provide suggestions, ideas, inventions, innovations, improvement or enhancement requests, feedback, recommendations, or other information to Priori Data regarding the Software, in whatever form, whether or not patentable or copyrightable or made or conceived solely or jointly with others (collectively, "Client Feedback"). Such Client Feedback is voluntary. Priori Data may use Client Feedback for any purpose without obligation of any kind, and you acknowledge and agree that such Client Feedback shall become the sole property of Priori Data, and you hereby transfer and assign all right, title and interest in the Client Feedback exclusively to Priori Data and any and all related patent, copyrights, trademarks, trade names and other intellectual property rights and applications thereto, in the United States and elsewhere.
You agree to indemnify and hold harmless Priori Data and Priori Data's officers, directors, employees, agents and licensors from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of, or in connection with any claim brought by any third party in connection with or arising out of (a) your access to and use of the Software, (b) the Client Data (including the Apps and data from Connected Accounts), or (c) your violation of this Agreement or your violation of any rights of another. Priori Data reserves, and you grant to Priori Data, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement.
You hereby grant Priori Data a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to Priori Data to use your name, company name, logo, and App logo (App Icon) in Priori Data’s marketing and press materials.
Notwithstanding anything to the contrary, this Agreement shall be non-exclusive in nature, and nothing in this Agreement shall be construed as preventing Priori Data from performing the same or similar services (or products resulting from such services) for other third parties or for itself and its affiliates.
Other Applicable Terms
Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures
Priori Data reserves the right to terminate your or any third-party's right to use the Software if such use infringes the copyrights of another. Priori Data may, under appropriate circumstances and at its discretion, terminate your or any third-party's right to access to the Software, if Priori Data determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Software by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Priori Data's attention, you must provide Priori Data's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Software of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
The contact information for Priori Data's DMCA Agent for notice of claims of copyright infringement is: Techspace Kreuzberg Priori Data GmbH, Lobeckstraße 36-40 10969 Berlin Germany
THE SOFTWARE AND ALL SOFTWARE DATA IS PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. PRIORI DATA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PRIORI DATA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY PRIORI DATA OR PRIORI DATA'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. YOU EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF THE SOFTWARE AND ALL SOFTWARE DATA HEREUNDER IS AT YOUR SOLE RISK.
LIMITATION OF LIABILITY
IN NO EVENT SHALL PRIORI DATA OR ITS LICENSORS, BE LIABLE TO YOU, OR YOUR AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SOFTWARE, ANY SERVICES RENDERED HEREUNDER, OR THIS AGREEMENT, EVEN IF PRIORI DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF PRIORI DATA TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You may not assign this Agreement, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of Priori Data. Any attempted assignment that does not comply with this Agreement shall be null and void. Priori Data may assign this Agreement, in whole or in part, to any third-party in its sole discretion.
The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding that body of law applicable to choice of law.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Priori Data agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled under the rules of the district courts of Charlottenburg, in Berlin, Germany. The place of arbitration shall be Berlin. The arbitration shall be conducted in English and the arbitration award shall be given in English, unless otherwise agreed by the parties in writing during the proceedings. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Software is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
No waiver by either you or Priori Data of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under this Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect.
You are contracting with Priori Data GmbH. Correspondence should be directed to: Techspace Kreuzberg Priori Data GmbH, Lobeckstraße 36-40 10969 Berlin Germany
The provisions of this Agreement apply equally to and are for the benefit of Priori Data, its subsidiaries, affiliates and licensors, and each shall have the right to assert and enforce such provisions directly.
Priori Data GmbH is registered with the District Court for Berlin, Charlottenburg.
Managing Directors: Jason Hill, Patrick Kane, Philip Marcella
HR Number and Commercial Register: HRB 150508 B
VAT ID No.: DE289687907