CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE PLATFORM OFFERED BY DATALITY. DO NOT ACCESS OR OTHERWISE USE PLATFORM IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN. ACCESSING OR OTHERWISE USING ANY PART OF DATALITY’S PLATFORM INDICATES ACCEPTANCE AND AGREEMENT TO THESE TERMS.

IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND DATALITY, INCLUDING THE ARBITRATION AGREEMENT SET FORTH HEREIN. THESE TERMS OUTLINE HOW SUCH CLAIMS ARE RESOLVED. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH DATALITY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

DEFINITIONS

• “Account” means the User’s private profile to interact within the Platform.
• “Acceptance Period” means the period, as determined by Datality, during which the Seller accepts or rejects an Offer from a Buyer.
• “Buyer” means an individual or entity User who desires to purchase goods from the Seller through the Platform of Datality.
• “Data Package” means any collection or aggrupation of data/information that constitutes an asset available for sale or purchase in the Platform.
• “Delivery Period” means the period in which the Seller must deliver the Data Package to the Buyer after the offer acceptance.
• “Escrow Account” means a third-party digital wallet or bank account used to hold the correspondent price offered in cryptocurrency value or fiat currency value, respectively, when the Buyer declares its interest in purchasing a Data Package.
• “Fee Schedule” means the applicable fees to transactions performed on the Platform, available and regularly updated at: https://datality.com/fee-schedule.
• “Fixed-Price Purchase” means a Data Package available on the Platform to the Buyer that can be acquired for a fixed price determined by the Seller.
• “Free Item” means the available Data Package on the Platform to the Buyer that can be acquired without a cost and made available by the Seller.
• “Gas” means the cost of computational power used to validate transactions on the specific blockchain, not controlled or defined by Datality.
• “Indemnified Parties” means Datality, its subsidiaries and affiliates, and each of their respective officers, directors, employees, advisors, equityholders, partners, and licensors.
• “Inspection Period” means the period during which the Buyer must accept/decline the Data Package after inspecting it for legitimacy.
• “Offer”(or “User Submission“) means the proposal made for a specific price by a Buyer to acquire a Data Package.
• “Platform” means Datality’s marketplace where Data Packages can be purchased or sold by the Users.
• “Rejection” means the negative expressed by the Seller regarding the offer.
• “Seller” means an individual or entity User that sells a Data Package.
• “Sliding Scale” means the variable nature of the fee percentage applicable to transactions on the Platform and is calculated based on the characteristics of a specific transaction and/or the number of transactions performed over a period of time by the User.
• “User” means an individual, person, or entity that interacts within the Platform using the User profile.

ADDITIONAL TERMS AND POLICIES

1. Infringement Policy: If the User believes that any Data Packages, or collection of information, available through the Platform, violates any copyright or trademark rights, the User will notify Datality by sending us a notice of copyright/trademark infringement.

   If User may declare to have purchased any Data Package or collection subject to any infringement claim, then the User expressly agrees to cooperate with Datality’s investigations, requests, or communications related to that claim. Additionally, the User agrees to cease any use of such Data Package or collection of information until it is completely and permanently removed from the Platform, under a valid take-down-notice under the Digital Millennium Copyright Act of 1998 (DMCA) Under no circumstance will the Platform or any other User be held liable for removing allegedly infringing Data Packages, information, and collections from the marketplace, according to the DMCA or international WIPO standards.

   Upon receipt of an infringement notice, Datality will use commercially reasonable efforts to take the actions that Datality deems appropriate, in its sole discretion, including disabling access or removal to the specific challenged Data Package.

   In case of infringement, the User must send a written notice to report the violation (the “Infringement Notice“), which such Infringement Notice will, at a minimum include the following information:

   • User’s physical or electronic signature or any other valid means of identification accepted by law;
   • Identification of the allegedly infringing material (copyrighted, trademarked, patented, or other intellectual property);
   • Identifying the material(s) believed to be infringing as precisely as possible;
   • Accurate contact details or information by which Datality can contact the User (including name, postal address, telephone and e-mail address/electronic communications system);
   • A written certification, under penalty of perjury, attesting that (i) the User is authorized to represent/act on behalf of the owner; (ii) the User believes that the use of the material is not authorized by the owner of the work, its agent, or the law; and (iii) the information sent to Datality regarding the User’s claim is true and accurate.
   
   

   Datality’s contact details to submit Infringement Notices:

   155 Fleet St.
   Portsmouth, NH 03801
   legal@datality.com
   
   

   If the User fails to comply with all of the requirements of Section 512(c) (3) of the DMCA, the User understands that its Infringement Notice may not be adequate under the DMCA scope. The User is also aware that if he knowingly performs a submission that could materially misrepresent an infringement of copyright rights, he may be held liable and responsible for damages under Section 512(f) of the DMCA.

   The DMCA allows Datality to restore the removed Data Package if the party filing an infringement claim does not file a court action against the Platform within ten business days of receiving the counter-notice copy.

2. Privacy Policy: If the User may provide us with any personal information connected to the access to the Platform, Datality will collect and process such information as described in our Privacy Policy.
3. Electronic communications: By using the Platform, the User consents to receive electronic communications from Datality, which may include notices, instructions, and changes regarding the use of the Platform. The User also agrees to receive these notifications as part of its relationship with Datality and the Platform use and that those communications will suffice to comply with any legal requirements, including communications in writing.
4. Electronic communications: By using the platform, the User consents to receive electronic communications from Datality, which may include notices, instructions, and changes regarding the use of the platform.
   The User also agrees to receive these notifications as part of its relationship with Datality and the platform use and that those communications will suffice to comply with any legal requirements, including communications in writing.
5. Modification to these Terms: From time to time, Datality may without advance notice supplement or amend these Terms and other rules or access and use procedures, documentation, security procedures and standards for equipment related to the Platform. All changes to these Terms will be posted on the Platform or emailed to you and are effective as of the date they are posted. Your use of the Platform after a modification to these Terms constitutes your acceptance of the modification.
6. Further modifications to these Terms: Datality reserves the right to modify, discontinue or suspend the Platform (or any part including the underlying technology that powers the Platform) or remove Data Packages or collections lists. The User agrees that Datality will not be liable to the User or third parties for any modification, discontinuance, or suspension of the Platform, nor the removal of any Data Packages.

USER SUBMISSIONS

Before offering a Data Package submission and posterior selling, the User must register on the Platform by creating a User account profile. Based on the User account profile information, Datality will post listings on the site on behalf of the Seller, who will provide the Platform with Seller content.

The Seller is responsible for the accuracy of the information and warrants that Datality is not responsible for errors or omissions arising from the listing of Data Packages through the marketplace.

Datality charter:

• The Seller must register in Datality and provide all the information and documentation needed to interact with the Platform. The Platform will review the application, reserving the right to refuse the Seller registration at its sole discretion. The Seller may also be required to register with applicable third-party-owned integrations as part of the registration process or Platform operations.
• Specific certifications or compliance are not required for using Datality as a platform. The Seller may want to prove certification regarding the quality of the Seller and the quality of Data Packages submitted to the Platform. The possibility of providing additional documentation or certificates corresponds solely to the Seller. Datality is not responsible for Seller certifications and has no obligation to incur any resulting dispute.
• Datality does not have a function to review Data Packages submitted to the Platform. The Platform does not undertake any obligations regarding Data Packages (e.g., a duty of confidentiality) and always retains the right to remove any Data Packages submitted to the Platform without prior notice. Datality reserves the capability, in its sole discretion, to determine any content as unacceptable, contrary to law, or if it violates these Terms or related applicable laws.
• It is the sole obligation of the Seller to define and include in any offer the actual sell price for which a submitted Data Package will be sold to any Buyer.

PROHIBITED USE

The User may only use the Platform in accordance with these Terms, applicable third-party policies, and applicable laws. Additionally, Users are prohibited from:

• promoting or facilitating any form of illegal activity by using the Platform or any of Datality’s services as a means to execute, with particular regard to activities including (but not limited to) money laundering, financing of terrorism, tax evasion, and counterfeit goods;
• performing exploitation of the services to materialize any unauthorized commercial purpose;
• uploading or transmitting viruses, trojan worms, malware, or any malicious code could affect the Platform’s functionality or harm other Users from the Platform;
• attempting or performing a copy, compilation, reverse engineering, attempting reverse compilation, or any other unauthorized action to disassemble any part(s) of the Platform;
• accessing or using the Platform in any fraudulent manner;
• using the Platform in a manner that causes harm to the Platform, other Users, or related third parties;
• performing or participating in any hack, denial of service (DoS) attack, exploit of any smart contract regarding the Platform use; or
• engaging in anticompetitive misconduct towards the Platform, other Users, or related third parties.

FEES, PAYMENTS, AND REFUNDS

PAYMENT TERMS TO ACCESS THE MARKETPLACE

The use of the Platform is not conditioned upon any payment to Datality. Nevertheless, to ensure the Platform’s correct performance and usability, the User must connect a personal digital wallet, such as (https://wallet.near.org/), or connect the User’s profile to a bank account to emit and receive payments through the Platform. If the User makes a purchase using a personal wallet (or similar), the User will be subject to comply with those terms applicable to specific third-party integrations.

Datality does not control a User’s wallet provided by external service providers. The User may store and engage in transactions using different cryptocurrencies and will always remain under the user s control. Whether the User account enables the access to the wallet or bank-related services, Datality has no access to these and no control over their use, and accordingly has no liability whatsoever in regards to the emission of payments made with FIAT currency and/or any crypto-assets held in, or controlled through these platforms.

The Platform is not obligated to assist in regaining access to the User’s wallet in case of loss/theft of the wallet access information.

Datality reserves the right to cancel or refuse, without prior notice, the execution of transactions made with FIAT currency or any digital crypto-asset in connection to Datality policy, requirements, or applicable laws or regulations.

The User acknowledges and agrees to the following as a condition to any transaction hereby:

1. All transactions performed on a specific blockchain (NEAR, Ethereum, Bitcoin, etc.) are subject to a fee called “Gas,” made and managed by the blockchain, which is transferred internally into the system. These fees are imposed for executing transactions directly by the protocol and independently from Datality. When the User performs operations within the blockchain connected to his wallet, the Platform is not liable for any claims concerning Gas price, as it is outside our control. To ensure the success of transactions on the blockchain, the User must have a sufficient amount of crypto assets in his wallet.
2. When dealing with tokens, specific conversion rates might apply to the Data Package. Such terms are defined and affixed by the Token issuer at its discretion. Datality is not responsible for ensuring any rates for the conversion of Tokens.
3. By acquiring Data Packages, the User confirms and accepts to be aware of the applicable conversion ratio to digital assets, cryptocurrencies and tokens, to be capable of assessing the effectiveness of these operations and their results, being the sole responsible and liable for these actions.

Datality reserves the right to temporarily or permanently block the Seller’s wallet following a complaint until a dispute resolution is reached at the Platform’s sole discretion and with no previous notice. In case of a significant number of complaints concerning the same Seller, Datality also reserves the right to temporarily or permanently block the virtual wallet of the concerned Seller.

PAYMENT TERMS RELATED TO THE DATA PACKAGE PURCHASE

Acquiring Data Packages within the Platform works as follows:

• Fixed-Price Purchase

  The Buyer can directly acquire Data Packages available on the Platform for the specified fixed price displayed in the Data Package. By using this format, the Buyer acknowledges that it is unnecessary to formalize an offer for a different price than the stated on the Platform.

• Free item

  Datality reserves the possibility of displaying items in the marketplace at no charge to the User. In this case, this specific condition will be displayed on the Platform.

• General purchase

  A General Purchase is an available purchase to the User within the Platform and differentiated from a Fixed-Price Purchase or a Free Item.

  The steps in the purchase process of a Fixed-Price Purchase. Free Item or General Purchase are as follows:

  • Offer Period

    • There is the option for the Buyer to purchase Data Packages using FIAT currencies. In this case, Datality authorizes the Buyer’s credit card transaction for the corresponding amount offered to buy the Data Package. The Platform will only process this authorization if the Buyer wants to buy a Data Package using FIAT currency.
    • There is also an option for the Buyer to purchase Data Packages using cryptocurrencies. In this case, Datality will transfer the Offer amount from the Buyer’s wallet into the Escrow Account. The Buyer’s Offer amount will be kept in the Escrow Account until the subsequent completion of the transaction; after that, the cryptocurrency in the amount of the Buyer’s Offer is distributed from the Escrow Account according to the result of the transaction.

  • The Seller decides on the Buyer’s offer.

    • When the Seller accepts the offer made by the Buyer during the Offer Period, the Platform will confirm the operation and then authorize the request by charging the amount as expressed below.
    • For operations made using cryptocurrencies as payment, when the Seller confirms the acceptance of the offer, the Seller acknowledges and agrees with Datality deducting a transaction fee per the Fee Schedule for the operation.
    • The Seller acknowledges and agrees with Datality implementing a “Sliding Scale” system for fees applicable to transactions within the Platform. This fee will be calculated and may vary depending on the transaction volume and/ or the specific amount of transactions calculated monthly.
    • The Seller also acknowledges this transaction Fee Schedule and accepts to be subject to the percentage fees defined by Datality. The Platform reserves a right to modify and/or update these values at any moment and without the need for previous notice, being the sole User’s responsibility to be aware of any changes in this Terms.
    • In case of Rejection by the Seller of the Offer made by the Buyer, when the payment was processed with FIAT currency via a credit card transaction, Datality will process a refund to the Buyer for the Buyer’s offer amount, and according to the process described in this Terms, with particular consideration to the Offer Period conditions stated above.
    • If, on the contrary, the purchase was made using cryptocurrency as payment, Datality will transfer the corresponding offer amount of the Buyer to the Buyer’s wallet in the transaction.

  • Delivery period

    • Manual delivery

      “Manual Delivery” is the process of a Seller coordinating and initiating the transfer of Seller’s Data Package to a Buyer, and independent of Datality. When a Manual Delivery is reported completed by the Seller, the Delivery Period automatically ends.

      • Suppose the Seller does not deliver the purchased package data within the stipulated time frame in the delivery period. As a result, the Buyer cancels the operation; Datality may act depending on the following:
        • If the Seller does not deliver the purchased package data within the stipulated time frame in the delivery period, then the Buyer may choose to cancel the operation and Datality may act depending on the following:
        • Datality will refund the Offer amount held in the Escrow Account to the Buyer

    • Automatic delivery

      “Automatic delivery” means the process of the Platform coordinating and initiating the transfer of the Seller’s Data Package to a Buyer. If the Seller chooses to perform Automatic Delivery for this Data Package, the Platform will immediately notify the Buyer of the delivery instructions. In this case, there is no applicable delivery period for the operation

  • Inspection period

    The Buyer decides to accept or decline the Seller’s Data Package.

    • When the Buyer receives the Data Package provided by the Seller within the Inspection Period, the Platform will perform the following actions:
      
      
      • In case of Acceptance of the Data Package by the Buyer within the Inspection Period, Datality will confirm the transaction transfer the amount from Escrow Account to the Seller, less the corresponding fee per the Fee Schedule, as stated in these Terms.
      • In case of Rejection of the Data Package by the Buyer within the Inspection Period, Datality will automatically engage Customer Service in an arbitration process to attempt to resolve the resulting dispute with the Data Package.
      • In the case that Datality Customer Service declines the Buyer’s Rejection of the Data Package, Datality will confirm the transaction and transfer the amount from Escrow Account to the Seller, less the corresponding fee per the Fee Schedule, as stated in these Terms.
      • In the case that Datality Customer Service approves the Buyer’s dispute, the Platform will refund the Offer amount held in the Escrow Account to the Buyers’ wallet without deducting any transaction fees.

RISK DISCLOSURE

The User acknowledges and agrees to access and use Datality’s services at its own risk. Using cryptocurrencies and other digital assets as payment entitles significant risks and potential financial losses. The User declares to understand this and agrees to use the Platform at the User’s sole responsibility and according to his knowledge and capabilities.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

PLATFORM

The Platform and our website (datality.com) contain materials and data (e.g., analytics, software, technologies, trademarks, logos provided by or on behalf of Datality) that are proprietary to Datality and our licensors and are protected under the laws of the U.S, EU, and other jurisdictions. Unless Datality expressly permits herein, these materials may not be copied, imitated, modified, or reused, in whole or part, without Datality’s prior and written permission.

The User does not obtain any rights to Datality’s intellectual property and any unauthorized use of the Platform’s IP may violate third-party rights.

Additionally, Datality’s banners, page headers, graphics, icons, and scripts are part of Datality’s service mark, trademark, or trade dress (formally registered or not) and may not be copied, imitated, or used without Datality’s written permission. All other trademarks, company names, and logos names are the property of their respective owners.

Any reference to third-party services, products, or any other kind of information such as name or trademark, does not constitute endorsement, sponsorship, or recommendation by Datality.

USER CONTENT

By uploading, integrating, or providing Data Packages to the Platform, the User grants Datality and its sublicensees a nonexclusive, irrevocable, royalty-free, worldwide license (right) to use, reproduce, publicly display, enlist, and distribute the content to other members of the Platform in order to provide the Platform and related services.

Datality claims no ownership of any IP rights, licensed content, trademark, or commercial name, concerning Data Packages.

FORBIDDEN JURISDICTIONS

The Platform will not offer its services and is expressly forbidden from access by any Users from countries where peer-to-peer transactions and crypto-currency trading are not permitted. If Datality identifies a User registered or native User from the jurisdictions mentioned above that are using our services, then Datality reserves the right to block the User account(s) immediately.

Additionally, the Data Packages uploaded by Seller will be blocked and deleted from the Platform.

The Users from the following country list should be considered forbidden and are not allowed to use Datality’s services and products:

High-risk and other monitored jurisdictions

• High-Risk Jurisdictions:
  
  • Democratic People’s Republic of Korea (DPRK)
  • Iran
• Jurisdictions with strategic deficiencies:
  
  • Albania
  • Barbados
  • Belarus
  • Burkina Faso
  • Cambodia
  • the Cayman Islands
  • Haiti
  • Jamaica
  • Jordan
  • Mali
  • Malta
  • Morocco
  • Myanmar
  • Nicaragua
  • Pakistan
  • Panama
  • Russia
  • the Philippines
  • Senegal
  • South Sudan
  • Syria
  • Turkey
  • Uganda
  • Yemen
  • Zimbabwe

DISCLAIMER AND LIMITATIONS OF LIABILITY

DATALITY MAKES NO REPRESENTATION OR WARRANTIES. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DATALITY AND ITS INDEMNIFIED PARTIES GIVE NO GUARANTEE IN CONNECTION WITH THE PLATFORM OR ITS SERVICES, DISCLAIMING ALL WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, ADEQUATION FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, OR THAT THE SERVICES (ESPECIALLY THE INFORMATION IN A SPECIFIC DATA PACKAGE) ARE (OR WILL BE) COMPLETE, CURRENT, RELIABLE, OR ERROR-FREE.

DATALITY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE FOLLOWING:

• THE VALUE OR OUTCOME OF TRANSACTIONS OR ANY OTHER INFORMATION INSIDE THE PLATFORM IS PROVIDED FOR GENERAL INFORMATION. THE PLATFORM SHOULD NOT BE USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT THE USER’S OWN RISK.
• INJURY OR DAMAGE, IN ANY FORMAT, RESULTING FROM USING THE SERVICES. THE USER AGREES AND ACKNOWLEDGES THAT DATALITY AND ITS INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT OR UNAUTHORIZED ACCESS TO OUR SERVICES.
• TROJAN HORSES, VIRUSES, OR ANY OTHER TYPE OF MALWARE OR MALICIOUS CODE THAT MAY BE USED TO AFFECT THE PLATFORM’S FUNCTIONALITY.

Limitations of liability: DEPENDING ON THE USER’S JURISDICTION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN ANY CASE, SHALL DATALITY AND/OR THE INDEMNIFIED PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE/PUNITIVE LOSSES DERIVED FROM SYSTEM FAILURE OF PLATFORM MALFUNCTION, DATA, GOODWILL OR OTHER INTANGIBLE LOSSES, IN CONNECTION WITH: I) THE SERVICES OR THE USER’S INABILITY TO USE THE SERVICES; II) MISUSE OF THE SERVICES, III) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY OF OUR SERVICES; IV) SERVER FAILURE OR DATA LOSS; V) THE MALFUNCTION OR UNEXPECTED USE OF THE BLOCKCHAIN (INCLUDING ANY WALLET PROVIDER); VI) CHANGES IN LAW OR REGULATIONS; VII) EVENTS OF FORCE MAJEURE.

Under no circumstances shall Datality or the Indemnified Parties be required to deliver any virtual currency as damages to the User, perform specific, or remedy.

Certain jurisdictions do not allow the exclusion or limitation of warranties and liabilities and may not apply to a specific User; to this extent, Datality and the indemnified parties’ warranties will be permitted under the applicable law.

AGREEMENT TO ARBITRATE

Before commencing any legal proceedings against the Platform, the User agrees to attempt to resolve any dispute, claim, or controversy by engaging in good faith negotiations. These notices will be communicated as a written notice to the other party and contain a specification of the nature and details of the dispute. The party receiving such notification shall have twenty days to respond to the notice. In the sixty days after the aggrieved party received the initial announcement, the parties agreed to meet to try to resolve the dispute. If, after ninety days since the initial notification was sent, the parties cannot resolve the dispute, they also agree to submit the conflict to arbitration. User waives any right it may have to start or participate in, and agree to opt out of, any class action against Datality arising from or relating to the Platform or these Terms.

For disputes not resolved through inter-party negotiation, User agrees to resolve all such disputes by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator as set forth herein and User hereby waives any right to bring any claim against Datality in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boston, Massachusetts and the language of such arbitration shall be English. Datality may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect Datality’s rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power or right to alter, change, amend, modify, add or subtract from any provision of these Terms. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction.