Welcome to DarkBird, an application provided by InfoSprout LLC ("Company" "we" "us" or "our"). These Terms of Service ("Terms") govern your access to and use of the DarkBird application and its related services (collectively the "App"). The App is designed to allow businesses and organizations ("Client" or "you") to manage and store their own client data.
By accessing or using the App you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms you may not access or use the App.
1. Acceptance of Terms and Business Use
By creating an account accessing or using the App you affirm that you are at least 18 years old and capable of forming a binding contract with InfoSprout LLC on behalf of the business or organization you represent. You acknowledge that you have read understood and agree to be bound by these Terms. You represent and warrant that you have the authority to bind the Client to these Terms.
2. Client Data and Data Processing
2.1. Client as Data Controller
You acknowledge and agree that for the client data you upload store or process within the App ("Client Data") you are the "Data Controller" as defined by applicable data protection laws. This means you determine the purposes and means of processing the Client Data. You are solely responsible for the legality accuracy and integrity of the Client Data you provide to the App.
2.2. InfoSprout LLC as Data Processor
InfoSprout LLC acts as a "Data Processor" on your behalf with respect to Client Data. We will process Client Data only in accordance with these Terms and your lawful instructions. We will not use Client Data for any purpose other than providing and improving the App's services to you.
2.3. Data Processing Addendum
For comprehensive details on data processing responsibilities data security measures and compliance with specific data protection regulations like the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA) a separate Data Processing Addendum (DPA) may be required. By accepting these Terms you acknowledge that you may be required to enter into a DPA with InfoSprout LLC as applicable based on the nature of your Client Data and your geographic location.
2.4. Client's Responsibilities Regarding Client Data
You warrant that:
- You have obtained all necessary consents permissions and legal bases to collect process and transfer the Client Data to the App.
- The Client Data does not infringe upon the rights of any third party including intellectual property rights or privacy rights.
- You will comply with all applicable laws and regulations related to privacy and data protection in your use of the App and your handling of Client Data.
- You will notify InfoSprout LLC without undue delay upon becoming aware of any accidental or unlawful destruction loss alteration unauthorized disclosure of or access to Client Data.
3. User Accounts and Security
You are responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account. You agree to notify InfoSprout LLC immediately of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.
4. Security Measures
InfoSprout LLC will implement and maintain appropriate technical and organizational security measures designed to protect Client Data against unauthorized or unlawful processing and against accidental loss destruction or damage. While we strive to protect your Client Data we cannot guarantee its absolute security.
5. Confidentiality
Both parties agree to treat all non-public information received from the other party as confidential information and will not disclose it to any third party except as required by law or as necessary to perform obligations under these Terms. Client Data is considered confidential information of the Client.
6. Intellectual Property Rights
The App and its entire contents features and functionality including but not limited to all information software text displays images video and audio and the design selection and arrangement thereof are owned by InfoSprout LLC its licensors or other providers of such material and are protected by United States and international copyright trademark patent trade secret and other intellectual property or proprietary rights laws.
These Terms permit the Client to use the App for its internal business purposes only. You must not reproduce distribute modify create derivative works of publicly display publicly perform republish download store or transmit any of the material on our App except as generally permitted through the App's normal functionality for the purpose of managing your Client Data.
7. Disclaimer of Warranties
The App is provided on an "as is" and "as available" basis without any warranties of any kind either express or implied. InfoSprout LLC does not make any warranty or representation with respect to the completeness security reliability quality accuracy or availability of the App. Without limiting the foregoing InfoSprout LLC does not warrant that the App will be accurate reliable error-free or uninterrupted that defects will be corrected that our App or the server that makes it available are free of viruses or other harmful components or that the App will otherwise meet your needs or expectations.
8. Limitation of Liability
To the fullest extent provided by law in no event will InfoSprout LLC its affiliates or their licensors service providers employees agents officers or directors be liable for damages of any kind under any legal theory arising out of or in connection with your use or inability to use the App any websites linked to it any content on the App or such other websites including any direct indirect special incidental consequential or punitive damages including but not limited to loss of revenue loss of profits loss of business or anticipated savings loss of use loss of goodwill loss of data whether caused by tort including negligence breach of contract or otherwise even if foreseeable.
9. Indemnification
You agree to defend indemnify and hold harmless InfoSprout LLC its affiliates licensors and service providers and its and their respective officers directors employees contractors agents licensors suppliers successors and assigns from and against any claims liabilities damages judgments awards losses costs expenses or fees including reasonable attorneys' fees arising out of or relating to your violation of these Terms or your use of the App including but not limited to your processing of Client Data any use of the App's content services and products other than as expressly authorized in these Terms or your use of any information obtained from the App.
10. Governing Law and Jurisdiction
All matters relating to the App and these Terms and any dispute or claim arising therefrom or related thereto in each case including non-contractual disputes or claims shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule.
Any legal suit action or proceeding arising out of or related to these Terms or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona located in Maricopa County or Pima County although we retain the right to bring any suit action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
11. Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the App thereafter. Your continued use of the App following the posting of revised Terms means that you accept and agree to the changes.