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Terms of Service
Last Modified: October 31, 2014
Welcome to Dtermin, a software service owned and operated by SearchDoppler Technologies Inc. (referred to herein as “the Company”).These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of the Dtermin services and website accessible via www.dtermin.com including successor domain names or sites, and any and all information, or other materials appearing on the Dtermin Services (as defined below).
These terms of Service form a legally binding agreement between you and the Company
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms mean the person or legal entity accessing or using the Dtermin Services. If you are accessing and using the Dtermin Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
The Company reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Dtermin Services. If the Company does so, it will post the modified Terms of Service on the Site. Continued use of the Dtermin Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service, which are currently available at: www.Dtermin.com. When the Company changes these Terms of Service, the Company will modify the "Last Modified" date above.
“Authorized Users” means individuals who are directly accessing the Dtermin Services via an online sign-up process, or individual users authorized by you to use the Dtermin Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any Dtermin competitor.
“Customer Input” means all terms, information or any other data submitted or provided to the Company by or on your behalf in relation to the use of the Dtermin Services.
“Dtermin Content” means all data and metadata associated with the site and the Dtermin Services including output, and all processes, intellectual property, proprietary software, trade secrets and all written content and images, both on the site and in associated materials including whitepapers, reports, analyzes, communications etc.
“Dtermin Services” means either or both of the Dtermin Try It Free service and the Dtermin Paid services made available via the Company’s proprietary software delivered through the Site that enables you and Authorized Users to discover and evaluate search-terms and associated information related to your specific offering in an attempt to better meet your online marketing goals.
“Site” means our Dtermin web site and any related or modified sites that may be added or linked in the future.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
2. Dtermin Services
2.1 During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, the Company shall use commercially reasonable efforts to make the Dtermin Service available to you and your Authorized Users.
2.2 You acknowledge that from time to time the Company may apply updates to the Dtermin Services and that such updates may result in changes in the appearance and/or functionality of the Dtermin Services. Excluding the addition of wholly new products, the Company shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Dtermin Services (collectively, the “Updates”). You acknowledge that the Dtermin Services interoperate with several third platforms such as Google or Amazon, and that the Dtermin Services provided are highly dependent on the availability of such third party platforms. If at any time any third party platforms cease to make their programs available to the Company on reasonable terms, The Company may cease to provide such features to you without entitling you to refund, credit, or other compensation.
2.3 You shall (i) be responsible for your compliance with these Terms of Service, and that of your Authorized Users’; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Input and of the means by which you acquired or generated Customer Input; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Dtermin Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Dtermin Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Dtermin Services; (v) promptly notify The Company if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Dtermin Services only in accordance with applicable laws and government regulations.
2.4 You must not (a) make the Dtermin Services available to anyone other than to your Authorized Users; (b) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Dtermin Services, any third-party use of the Dtermin Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (c) access the Dtermin Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Dtermin Services; (d) attempt to gain unauthorized access to the Dtermin Services or its related systems or networks; or (e) authorize, permit, or encourage any third party to do any of the above.
2.5 You may publish the results the Dtermin Services run on Customer input produced for you provided that you acknowledge clearly and visibly, in a position reasonably close to the display of such results or output that such results or output were the result of using the Dtermin Services. You may not take sole credit for any results or output obtained using the Dtermin Services.
2.6 You acknowledge that the Dtermin Services may enable or assist you to access, interact with, and/or purchase services from third party platforms or services via third-party websites or applications (collectively, the “Third-Party Services”). When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not the Company. The Company makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.
2.7 You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict the Company’s right to license, sell, or otherwise make available the Dtermin Services to any third party or perform any services for any third party.
3. Intellectual Property
3.1 As between you and the Company, the Company retains all right, title, and interest in and to the Dtermin Services, Dtermin Content and the Site. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Dtermin Services, the Dtermin Content, the Site or any of The Company’s rights or interests therein or any other the Company intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Dtermin Services, the Dtermin Content or the Site not expressly granted in this Agreement are reserved by the Company. You may from time to time provide suggestions, comments or other feedback to the Company with respect to the Dtermin Services, the Dtermin Content or the Site (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for the Company notwithstanding anything else. You shall, and hereby do, grant to the Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
3.2 You grant the Company a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to store, index, manipulate, format, display, query, archive and use the Customer Input for the purpose of supporting and developing the Dtermin Services, the Dtermin Content or the Site, provided that when doing so, the Company shall only use Customer Input in an anonymous and aggregated way.
3.4 All information and data created by the application of the Dtermin Services to the Customer Content will be consider Dtermin Content and will the exclusive property of the Company. This includes data and calculations derived from algorithmic processing or other manipulation of Customer Input in order to carry out the Dtermin Services.
3.5 The Company retains all rights in and to the Dtermin Content as well as any reports and analysis provided as part of the Dtermin Services including copyrights. Any Dtermin Content or other information provided to you as a result of your use of the Dtermin Services are hereby provided by way of a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, for the sole use of such information by you or your Authorized Users. This information may not be used or relied on by any other party without the Company’s express written consent. The Company makes no representation or warranty of the accuracy of the Dtermin Content or the results or the appropriateness of such information for your intended purposes whether known to the Company or not.
4.1 To use Dtermin Paid Services, and other paid services made available through the Dtermin.com site (“Dtermin Paid Services”), you must agree to these Terms of Service, provide The Company with a valid credit card to pay for Dtermin Paid Services, and authorize the Company to charge the credit card for the stated fee (one time or recurring), as per the auto renewal terms below. In addition, you agree that The Company has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms the Company retains in the future) your submitted payment information in order to process your purchase. Dtermin Paid Services are billed in advance and are non-refundable. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including exchange rates. The Company does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or downgrade your account, you authorize the Company to continue billing your credit card and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through to the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.
4.2 In order to use Dtermin Try It Free Service, you will simply need to furnish us with your Customer Content. Inputting such information will constitute your agreement to be bound by these Terms of Services.
4.3 Dtermin Paid Services subscriptions renew automatically. You agree that the Company may process your credit card on the renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription. If your paid subscription to Dtermin Paid Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), the Company will process your payment on the last day of such month.
4.4 If any amounts due hereunder are not received by the Company by the due date, then at the Company’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days' written notice, the Company may suspend your access to the Dtermin Services if the Company does not receive the amounts invoiced hereunder at the expiration of such period.
4.5 You are responsible for paying all Taxes associated with the subscription to the Dtermin Services. If the Company has the legal obligation to pay or collect Taxes for which you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, the Company receives an amount equal to the sum it would have received had no such deduction or withholding been made.
5. Term and Termination
5.1 If you sign-up for a Dtermin Paid Services account this Agreement shall commence upon your acceptance of these terms and you enter in the required information for your account in a valid form and shall continue until your account is cancelled and you cease using our Dtermin Paid Services. If you make use of the Dtermin Try It Free Services, this agreement shall commence upon your input of your Customer Content and continue until such time as you cease using the Dtermin Try It Free Services or you begin using the Dtermin Paid Services.
5.2 If you violate the letter or spirit of these Terms of Service, abuse the Dtermin Services, or otherwise create risk or possible legal exposure to the Company, the Company can terminate or suspend your Dtermin account at our sole discretion. The Company will notify you by email or at the next time you attempt to access your account. You may also cancel or disable your Dtermin account at any time.
5.3 Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Dtermin Services; (ii) you will have no further access to your accounts provided by Dtermin; and (iii) you will pay the Company all unpaid amounts owing to the Company.
5.4 Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
6. Warranty Disclaimer
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT THE DTERMIN SERVICES OR DTERMIN CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE DTERMIN SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, THE COMPANY DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DTERMIN OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE DTERMIN SERVICES AND THE DTERMIN CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE DTERMIN CONTENT MADE AVAILABLE THROUGH THE DTERMIN SERVICES, INCLUDING THE SEARCH TERMS RECOMENDED BY THE DTERMIN SERVICE. THE COMPANY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE DTERMIN SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR PLATFORMS. THE COMPANY EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DTERMIN SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY DTERMIN OR ANYTHING RELATED TO DTERMIN, YOU MAY CANCEL YOUR DTERMIN ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY).
You shall defend, indemnify, and hold harmless the Company, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Input or your use of the Dtermin Services or Dtermin Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Input, or your breach of Section 2.3, 2.4, 2.5 or Section 3.3; or (c) relating to, or arising from, Third-Party services.
8. Limitation of Liability
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEES PAID BY YOU FOR THE DTERMIN PAID SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. THE COMPANY DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE DTERMIN SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE DTERMIN SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DTERMIN SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF THE COMPANY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF THE COMPANY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THE COMPANY, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF THE COMPANY; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
9.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of the Company (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. The Company may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. The Company may also substitute, by way of unilateral novation, effective upon notice to you, the Company for any third party that assumes our rights and obligations under this Agreement.
9.2 Amendment. The Company reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Dtermin website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by the Company as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by the Company and you.
9.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
9.4 Notices. For purposes of service messages and notices about the Dtermin Services, the Company may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from the Company to an email address associated with your account, even if the Company has other contact information. You also agree that the Company may communicate with you through your Dtermin account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Dtermin account or services associated with Dtermin. You acknowledge and agree that the Company shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Dtermin Services. You may provide legal notice to the Company (email@example.com) with a duplicate copy sent via registered mail to SearchDoppler Technologies Inc, 2686 Point Grey Road, Vancouver, British-Columbia, BC, V6K1A5; Attention: President. The email address provided may be updated as part of any update to these Terms of Service.
9.5 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
9.6 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
9.7 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
9.8 Governing Law. This Agreement and your relationship with the Company shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British-Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.