These Terms of Service, including any applicable 'Special Terms' (as defined below) (Terms), apply to your access to and use of PredictHQ's event searching solution, including related services, data, software and other tools (the PredictHQ Services).
These Terms are entered into between PredictHQ Limited (New Zealand company number 5049540, with its registered office at Level 2, 23 Customs Street East, Auckland 1010, New Zealand) (PredictHQ, we or us) and you, being a person or entity that has agreed to be bound by these Terms when signing up to subscribe to PredictHQ Services via our website or otherwise by written agreement with us (you).
If you are entering into the Terms of behalf of an entity or organisation, you represent and warrant that you have the full authority to legally bind that entity or organisation to these Terms.
1. About these Terms
- 1.1 These Terms comprise:
- a) the 'General Terms' in sections 1 to 11; and
- b) any 'Special Terms' that apply specifically to certain Service Plans or elements of the PredictHQ Services. Those Special Terms override any conflicting provisions of the General Terms. In subscribing to any of those elements, you agree to be bound by those additional Special Terms.
- 1.2 We may update these Terms at any time to reflect changes in the way that the PredictHQ Services are made available to users generally. We will give you notice of any changes by email. If you do not agree to the updated Terms, then you may terminate your subscription in accordance with section 2.2 (unless you've agreed to a Minimum Term). If you continue to use the PredictHQ Services following the date that we notify you of changes, then you will be deemed to have agreed to the updated version of these Terms.
- 1.3 These Terms apply to you if you sign up to a free trial of PredictHQ Services. Free trials are limited to one per person or entity and the Data License API trial subscription will expire after 30 days, or as otherwise agreed with us. If you wish to subscribe to the PredictHQ Services at the end of the trial period, then you will be required to subscribe to the appropriate Service Plan, and (where applicable) provide payment details. Trial users may only use the PredictHQ Services (and view PredictHQ Data) internally for the purposes of assessing the suitability of the PredictHQ Services for their organisation and are not permitted to use them for any Commercial Use, or to republish or display any PredictHQ Data, or any event information that is based on the PredictHQ Data, unless they upgrade to a commercial Service Plan (Starter or above).
- 1.4 The Glossary in section 11 of these Terms defines words and phrases used throughout.
2. Term and Termination
- 2.1 These Terms (and your subscription to the PredictHQ Services) commence when you agree to them (either by affirming your agreement on our sign-up pages, or by signing an agreement with us) and will continue in full force and effect until terminated in accordance with this section 2 (the Term).
- 2.2 We may terminate these Terms (and with it, your subscription to the PredictHQ Services) at any time by giving you 10 days' written notice. You may terminate these Terms (and your subscription to the PredictHQ Services) by cancelling your PredictHQ account on our website (unless we've agreed on a termination notice period as part of your Service Plan). However, if you've agreed to a Minimum Term, then you may not terminate under this section until that Minimum Term has expired. If you terminate under this section 2.2, then termination will be effective at the end of the next paid billing cycle and we're not obliged to refund any prepaid or unused Fees.
- 2.3 You or we may terminate these Terms immediately by written notice if the other party:
- a) commits a material or persistent breach of these Terms (including any Special Terms) that is either not capable of remedy, or which has not been remedied within 10 Business Days of written notice requiring the defaulting party to do so; or
- b) becomes insolvent or bankrupt, fails to pay its debts as they fall due or becomes subject to any form of insolvency action or administration.
- 2.4 Without prejudice to our rights under section 2.3, we may immediately suspend your PredictHQ account and/or access to the PredictHQ Services if at any time we believe that such suspension is reasonably necessary to protect the integrity, security or performance of the PredictHQ Services or our systems, or our Intellectual Property Rights, or those of our licensors, customers or partners. We will endeavour to notify you where we take any suspension action under this section 2.4. Pending the outcome of our investigations, we may either restore your access to the PredictHQ Services or terminate these Terms in accordance with section 2.3(a).
- 2.5 Upon termination or expiry of these Terms for any reason:
- a) the termination or expiry shall be without prejudice to either party's accrued rights and remedies;
- b) all licenses and other rights of use granted (including your right to continue using any aspect of the PredictHQ Services) under these Terms will immediately terminate;
- c) you must pay all Fees due prior to termination;
- d) if you request within one month of termination, we will remove or delete all Customer Data from our systems and certify in writing that we have done so;
- e) at the request of a party, promptly return or destroy all that party’s Confidential Information in the holder’s possession or control, and certify in writing that it has done so; and
- f) sections 2, 4, 5, 8, 10, and 11, together with any other provisions that are by their nature intended to survive, will remain in effect.
3. PredictHQ Services
- 3.1 We will provide the PredictHQ Services to you in accordance with these Terms, and the service descriptions and conditions applicable to the Service Plan (Trial, Starter, Standard or Plus) that you've selected, as described on the pricing page(s) of our website. Where you have purchased a Premium Service Plan or a Data License, then any additional terms that we've agreed with you will also apply to the PredictHQ Services that we provide.
- 3.2 We may make changes to the PredictHQ Services from time to time (including features, functionality, interfaces or the composition of PredictHQ Data). For example, such changes may be necessary where our data suppliers make changes to their data or discontinue supply.
- 3.3 The PredictHQ Services rely on data, services and infrastructure supplied by third parties. While we make efforts to ensure that the PredictHQ Services are available without interruption, we do not guarantee the uptime, availability or performance of the PredictHQ Services, or availability or provision of particular PredictHQ Data. From time to time, we may also need to withdraw or limit access to the PredictHQ Services to allow for maintenance and development to take place. Where possible, we will provide you with reasonable prior notice, and schedule such maintenance or development outside peak times.
4. Access and use restrictions
- 4.1 You agree that you will use the PredictHQ Services, and any PredictHQ Data that you may access in the course of using the PredictHQ Services, solely for your own business or personal purposes and in accordance with these Terms and all applicable laws.
- 4.2 You will be issued access credentials that are specific and exclusive to your organisation and you are responsible for keeping your access credentials confidential and secure and you must not share them with anyone outside of your organisation. If you believe that your access credentials have been compromised or misused in any way, you must notify us so that we can cancel them and issue you with new access credentials.
- 4.3 You are responsible for all use and activity of your Users in using the PredictHQ Services, and all use and activity carried out using your access credentials. If your Service Plan includes any limits on the number of Users, then you agree to comply with those limits.
- 4.4 You must not, and you will ensure that your Users do not, unless prior written approval is given by PredictHQ and subject to what is permitted by any Special Terms applicable to you or your Service Plan:
- a) attempt to undermine the security of any part of the PredictHQ Services or use them in a manner which may impair their functionality;
- b) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, make available or distribute all or any portion of the PredictHQ Services (as applicable) or any PredictHQ Data in any form or media or by any means to any person;
- c) circumvent any mechanisms intended to limit your use of or access to components of the PredictHQ Services;
- d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the PredictHQ Services or the PredictHQ Data;
- e) access all or any part of the PredictHQ Services in order to build a product or service which competes with our products or services;
- f) use the PredictHQ Services in any way that would constitute a breach of our Intellectual Property Rights or a third party's rights;
- g) use any data mining, gathering or extraction tools in connection with the PredictHQ Services or PredictHQ Data without our prior written consent; or
- h) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the PredictHQ Services or PredictHQ Data available to any third party.
- 4.5 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the PredictHQ Services and, in the event of any such unauthorised access or use, promptly notify us.
- 4.6 We may operate a Fair Usage Policy which will be published on our website. You agree to comply with the requirements of that Fair Usage Policy in your use of the PredictHQ Services. If you fail to comply with the Fair Usage Policy, then we may require you to move to a more appropriate Service Plan, restrict your use of the API, Control Center and other tools, or suspend or cancel your subscription to the PredictHQ Services.
5. Intellectual Property
- 5.1 All right, title and interest (including all Intellectual Property Rights) in the PredictHQ Services, PredictHQ Data, and the platform, software and systems used to deliver the PredictHQ Services remain owned by PredictHQ and/or PredictHQ’s third party licensors. This includes any improvements made from time to time and any anonymous, aggregate usage data relating to Customer’s use of the PredictHQ Services. Customer may (but is not obligated to) provide suggestions, comments or other feedback to PredictHQ with respect to the PredictHQ Services (Feedback). PredictHQ acknowledges and agrees that all Feedback is provided 'AS IS' and without warranty of any kind. Customer shall, and hereby do, grant to PredictHQ a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
- 5.2 Subject to section 4.1 herein, PredictHQ grants to Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable, revocable right and license to internally access and use the PredictHQ Services. Customer’s use of the PredictHQ Services does not grant or transfer any rights, title or interest to Customer in relation to the PredictHQ Services or PredictHQ Data. Customer’s only right under these Terms is to access and receive the PredictHQ Services that Customer has subscribed to, which includes an ability to view the PredictHQ Data.
- 5.4 You remain the owner of all Intellectual Property Rights in any Customer Data that you make available to us, and (subject to section 5.5) grant to us a worldwide, non-exclusive, irrevocable, royalty-free, transferable license to use, store copy, modify, make available and communicate the Customer Data for the limited purpose of performing our obligations under these Terms.
- 5.5 Where you have subscribed to the 'Signals' service as part of your Service Plan, any Customer Data you upload will remain your property in accordance with section 5.5 above. You grant to us a royalty-free, worldwide, transferable, perpetual and irrevocable license to use that Customer Data for the purposes of performing analysis, and deriving and delivering industry and sector insights (including to other Signals users), provided that we do so in a way that does not identify you or any individual User or other person.
- 5.6 You indemnify us and our related companies against all damages, expenses and losses (including reasonable legal costs) arising from any breach by you or your Users of these Terms, including the misuse or unauthorised use of any PredictHQ Data or any component of the PredictHQ Services.
6. Fees and Payment
- 6.1 You agree to pay the Fees applicable to your Service Plan, as set out on our pricing page(s) when you first subscribed to the PredictHQ Services (and as may be updated by us from time to time in accordance with section 6.4 below) or (in the case of Premium Service Plans) as otherwise agreed with us in writing. Except where otherwise agreed, the Fees will be charged monthly in advance to the credit card that you have given us. If we are unable to process payment via that credit card, we will endeavour to notify you and reserve the right to suspend your access.
- 6.2 If you exceed the API request limits relevant to your Service Plan, then you will be liable to pay overage charges that are charged based on the number of excess API requests you make. Any overage charges will be charged to your credit card in arrears. You can review your current level of usage by logging into PredictHQ’s Control Center Tool.
- 6.3 All Fees are stated exclusive of all taxes or duties payable in respect of the products or services supplied under these Terms in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us in the jurisdiction in which you make payment, you must pay to us the amount of such taxes or duties in addition to any Fees owed under these Terms.
- 6.4 We may increase the Fees no more than once in every three-month period by giving you 30 days' prior written notice. If you do not accept the increased Fees, you may terminate these Terms under section 2.2 (provided that any Minimum Term has expired).
- 7.1 The PredictHQ Services are provided 'as is' and we give no warranty or representation regarding the PredictHQ Services, including warranties that they will be timely, accurate, available, of a certain quality, free from bugs, defects, errors or viruses, or as to the specific results or outcome that may arise from your use of the PredictHQ Services. Without limiting the foregoing, we do not warrant that the PredictHQ Services will meet your requirements or that they will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- 7.2 We do not accept any liability in respect of third party data or other content available via the PredictHQ Services.
- 7.3 Although we implement security measures to help protect our systems, you acknowledge that use of the PredictHQ Services involves transmission of data over networks that are not owned, operated or controlled by us. We are not responsible for any data that is lost, corrupted, intercepted, modified or stored across such networks. You acknowledge and agree that, to the extent permitted by law, we cannot guarantee that the security measures will be error-free, that transmissions of data will always be secure or that our security measures (or those of our third party service providers) will always be incapable of being hacked or circumvented by unauthorised third parties.
- 8.1 Our maximum aggregate liability under or in connection with these Terms or the PredictHQ Services, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed the amount equal to the Fees payable by you under these Terms in a 12 month period.
- 8.2 Subject to section 8.3, neither party will be liable to the other party for:
- a) loss of profit, loss of revenue, loss of data, loss of business opportunity, or damage to goodwill; or
- b) any indirect, consequential or special loss or damage.
- 8.3 Sections 8.1 and 8.2 shall not limit either party's liability:
- a) to pay any amount due under section 6;
- b) for breach of section 4.4;
- c) for death or personal injury caused to any person; or
- d) for fraud or fraudulent misrepresentation.
9. Support Services
- 9.1 This section 9 applies where your Service Plan includes the provision of Support.
- 9.2 During the Term, we will provide Support by:
- a) monitoring performance and operation of the PredictHQ Services;
- b) carrying out regular security checks on our systems and software; and
- c) responding to support requests logged by you in accordance with section 9.3 below where the PredictHQ Services are failing to perform as intended (an Incident).
- 9.3 Upon discovery of an Incident, you may contact the PredictHQ Support Desk 24 hours a day, seven days a week by the following means:
- New Zealand: +64 9 222 3737
- United States: +1 (415) 523-9164
- Email: firstname.lastname@example.org
or by any other means we may advise from time to time.
- 9.4 The Support Desk will respond to and action support requests logged in accordance with section 9.3 during the hours of 9am to 5pm (New Zealand time) on Business Days (Support Hours). If you ask us to respond to and/or action support requests outside of Support Hours, additional support fees of USD$75 per hour shall apply.
- 9.5 We will assign a priority based on the urgency and impact of the Incident on you.
- 9.6 Should an immediate resolution or workaround not be available following initial consultation with the Service Desk, we will forward the issue to the appropriate production support groups.
- 9.7 We will update you as appropriate on progress during the resolution, and will ask for confirmation from you that the PredictHQ Services have been restored to normal operation once resolution work has been completed.
- 9.8 We will endeavour to respond to all support requests logged with the Service Desk within one Business Day.
- 9.9 We have no obligation to provide Support in respect of any Incidents or other issues concerning or arising from:
- a) any systems or infrastructure used by you;
- b) improper or unauthorised use of the PredictHQ Services;
- c) failure to comply with these Terms or directions issued by us; or
- d) any third party data, systems or services.
- 10.1 Except as specified in section 1.2, no amendment to these Terms will be effective unless it is in writing and agreed to by the parties.
- 10.2 You may not assign or transfer any or part of these terms without our prior written consent (not to be unreasonably withheld).
- 10.3 Neither party will disclose the other party's Confidential Information to any person, or use such Confidential Information for any purpose other than to perform these Terms. Notwithstanding the foregoing, either party may disclose any of the other party's Confidential Information with the other party's prior written consent or if and to the extent disclosure is required by law (provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made).
- 10.4 Any notice to be served under these Terms must be given in writing and sent to the following address(es):
- a) for notices to be delivered to you, to the address you nominate at the time of first subscribing to the PredictHQ Services (or as you notify us from time to time);
- b) for notices to be delivered to us, by post to PredictHQ Limited, Level 2, 23 Customs Street East, Auckland 1010, New Zealand, with an email copy to email@example.com
Notices are deemed delivered on the next Business Day after sending by email (unless the sender has been notified of a delivery failure) and three Business Days after sending by post.
- 10.5 These Terms constitute the entire agreement of the parties and supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between the parties, relating to the matters dealt with in these Terms.
- 10.6 A party shall not be liable for any breach of these Terms (other than in respect of an obligation to pay any Fees) to the extent such breach is due to events or circumstances beyond its reasonable control.
- 10.7 Each party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of these Terms.
- 10.8 The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by these Terms or law.
- 10.9 If any provision of these Terms is illegal, invalid or unenforceable, that provision shall be read down to the extent necessary to make it legal, valid and enforceable.
- 10.10 A waiver of a right under these Terms is ineffective unless it is in writing.
- 10.11 These Terms are governed by New Zealand law and the parties irrevocably submit to the exclusive jurisdiction of the New Zealand courts. Notwithstanding the foregoing, we may bring a claim for equitable relief in any court with proper jurisdiction.
- 11.1 In these Terms:
- API means the application programming interface we make available as part of selected Service Plans for the purposes of accessing PredictHQ Data.
- Business Day means any day other than a Saturday, a Sunday or a public holiday (as defined in the (NZ) Holidays Act 2003) in Auckland, New Zealand.
- Commercial Use means the use of any PredictHQ Data or PredictHQ Services for the purpose of generating income or revenue of any kind, whether directly or indirectly.
- Confidential Information means information disclosed by a party under or in connection with these Terms that is marked as confidential or which might reasonably be expected to be confidential in nature and, in respect of PredictHQ, includes the PredictHQ Data.
- Customer Data means any data input or entered by you or a User when using the PredictHQ Services and which is then stored and/or processed by us (for example, any customer bookings or transactional data).
- Fees means the amounts payable by you for use of the PredictHQ Services.
- Intellectual Property Rights means all intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know how, rights in relation to designs, rights in relation to trademarks, business names and domain names.
- Minimum Term means any period of time agreed with us in writing during which you agree to maintain your subscription to the PredictHQ services.
- PredictHQ Data has the meaning given in section 5.3.
- PredictHQ Services has the meaning given in the opening paragraph of these Terms.
- Service Plan means the level and/or combination of PredictHQ Services to which you have subscribed, comprising the features, pricing and usage rights that we allocate in respect of each Service Plan from time to time (or as otherwise agreed with us in writing), being either Trial, Starter, Standard, Plus, Premium or Data License.
- Term has the meaning given in section 2.1.
- Users has the meaning given to it in section 4.2.
Version dated 26 August 2019
- 1.1 About these Terms
- a) These Special Terms, together with the General Terms above, apply to any use of our API, and any PredictHQ Data that you access using our API. These Special Terms form part of the overall 'Terms' that apply to your use of the PredictHQ Services.
- b) If you subscribe to any of those Service Plans that includes access to our API, then these Special Terms apply to you.
- 1.2 Use and restrictions
- a) If you are authorised to use the API as part of your Service Plan, then you are permitted to:
- i) receive a subset of PredictHQ Data in response to API requests that you make in accordance with these Terms (including any request limits applicable to your Service Plan. If you exceed any request limits, then you agree to pay overage charges in accordance with section 6.2 of the General Terms); and
- ii) subject to section 1.4 below, use, display, frame, transmit and make available that PredictHQ Data solely in respect of your own business or personal use, products and services, strictly in accordance with any restrictions set out in these Terms.
- b) If you have subscribed to a Data License or Event Search API subscription through our sign up, then your right to use any PredictHQ Data is limited to internal use for the purposes of testing combinations of the PredictHQ Data with your own products and datasets, provided that you will not use any PredictHQ Data, or any data or information that results from such testing, for Commercial Use unless and until you have subscribed to a commercial Service Plan (Data License or Event Search Premium Plan).
- c) In addition to any conditions and restrictions set out elsewhere in these Terms, you must not:
- i) cache, store, download, scrape, or retain a copy of or a method of accessing (other than via the API token that we have issued to you) any PredictHQ Data in any form or format, unless otherwise agreed with us in writing;
- ii) use the API or any PredictHQ Data to create any derivative works except as expressly permitted by PredictHQ in writing;
- iii) use the API or any PredictHQ Data for any website, product, application or service that attempts to replace or replicate any functionality or user experience of PredictHQ's products or services, or those of our data suppliers, without our prior written consent;
- iv) use the API or any PredictHQ Data for any unlawful, infringing or offensive purpose, or for any application that constitutes or is used in connection with spyware, adware or other malicious programs or code;
- v) sell, rent, lease or sub-license access to the API or PredictHQ Data, without PredictHQ's prior written consent;
- vi) amend, distort or modify the API;
- vii) attempt to exceed or circumvent any limits to request rates or frequency that we may set in our sole discretion from time to time; or
- viii) use the API in a manner that impacts the stability of our platform, systems or services, or that of any other application(s) using the API.
- 1.3 Attribution
- a) If your Service Plan requires attribution, whenever you display PredictHQ Data on your website or within your app, you agree to attribute those events to us in compliance with the Attribution Policy found on the PredictHQ website.
- 1.4 Access
- a) You will be issued with an API token specific to your organisation. You agree that the API token is our Confidential Information and you must not share or disclose your API token with anyone outside of your organisation. We reserve the right to revoke your API token if we suspect any unauthorised use.
- b) We may make changes to the API from time to time and without notification.
- 1.5 API rate limits
- a) Your Service Plan may set API rate limits (ie, limiting the number of API calls you can make against the PredictHQ platform in a certain window of time). If you exceed any agreed rate limits you may receive an error message in response to API calls for the remainder of the rate limit window. Any rate limits applicable to your Service Plan will be set out in your plan details in the Control Center tool (https://control.predicthq.com) or as agreed with you. Your Service Plan, including any rate limits agreed with you, have been set based on your forecast requirements for the PredictHQ Services, and the volume of API calls we expect you to make. If you exceed any agreed rate limits on a regular basis we may require you to move to a more appropriate Service Plan, pricing and/or rate limits. If we're not able to reach agreement on a plan and pricing more appropriate to your level of use, then we reserve the right to suspend or cancel your subscription to the PredictHQ Services.
Version dated 26 August 2019