These Terms of Service, including any applicable 'Special Terms' (as defined below) (Terms), apply to your access to and use of PredictHQ's 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 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 General 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 to the General Terms 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. We may make changes to our Special Terms at any time and will publish updated versions on our website. It is important you monitor changes to those Special Terms as the updated versions will apply to you as soon as the changes are published.
1.3 These Terms apply to you regardless of which of which of the following levels of Data License you subscribe to:
- a) a Developer Plan, in which limited access to PredictHQ Services (and limited scope PredictHQ Data) is made available to you without charge; or
- b) a Premium Plan, in which pricing and terms relating to access and use of the PredictHQ Services is agreed between you and us specifically.
Certain provisions of these Terms apply differently to Developer Plan Licenses and Premium Plan Licenses, and to Premium Plan License users depending on whether or not you are being charged a fee, so you should read them carefully to make sure you understand which aspects are relevant to you. In addition, any use or service restrictions or other terms that form part of your chosen Data License will apply to your use of the PredictHQ Services, and you agree to comply with those restrictions and other applicable terms.
- 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 entering into 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 via the Control Centre on our website. 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 Either party 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 has not been remedied within ten (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 that is not dismissed within 120 days.
- 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 within thirty (30) days of termination;
- d) if you request within one (1) 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, 7, 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 in a professional and workmanlike manner. In addition, the service descriptions and conditions applicable to the Data License (Developer or Premium) that you have subscribed to, as described on our website or otherwise agreed with you, will apply to your use of the PredictHQ Services.
- 3.2 We may make changes to the PredictHQ Services from time to time (including changes to features, functionality, interfaces or the composition of PredictHQ Data).
- 3.3 If we do not charge any Fees for your use of the PredictHQ Services, you acknowledge and agree that we may impose limits on certain features and services or restrict your access to parts or all of the PredictHQ Services and that our support and indemnification obligations shall not apply.
- 3.4 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 internal business 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 promptly 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. You agree to comply with any limitations on the number of Users (and all other restrictions and conditions of use) applicable to your level of Data License.
- 4.4 You must not, and you will ensure that your Users do not, unless prior written approval is given by PredictHQ:
- 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, except solely to the extent authorised by the terms of your Premium Data License;
- 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 (except to the limited extent expressly authorised by applicable statutory law);
- 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 Centre 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 A Data License allows access to information that we have derived by standardising, enriching, connecting and ranking raw data using proprietary techniques and methodologies (PredictHQ Data). You acknowledge that PredictHQ has expended significant resources gathering, assembling, and compiling the PredictHQ Data, and that the PredictHQ Data is the valuable property of PredictHQ. You further acknowledge that any PredictHQ Data made available to you is an original compilation protected by various copyright laws around the world, and comprises and contains the trade secrets of PredictHQ. Based on those acknowledgements, and subject to all other restrictions set out in the Terms, PredictHQ grants to you a non-exclusive, limited, personal, non-sublicensable, non-transferable, revocable license during the Term (and subject always to the specific use terms and restrictions applicable to the level of Data License to which you subscribe) to:
- 5.4 You remain the owner of all Intellectual Property Rights in any Customer Data that you make available to us, and 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 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 Premium Plan, as agreed with us. You agree that the Fees will be subject to a ten percent (10%) increase on any renewal.
- 6.2 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.
- 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. LIMITATION OF LIABILITY
- 8.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, AND SUBJECT TO SECTION 8.3, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR THE PREDICTHQ SERVICES, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL IN NO EVENT EXCEED THE AMOUNT EQUAL TO THE FEES PAYABLE BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
- 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, LOSS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DAMAGE TO GOODWILL; OR
- b) ANY INDIRECT, INCIDENTAL, PUNITIVE, 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; OR
- c) WHEN SUCH LIABILITY MAY NOT BE LIMITED BY APPLICABLE LAW.
9. Support Services
- 9.1 This section 9 only applies to paid Premium Plan users. Support is not provided with the Developer Plan or Premium Plan provided free of charge.
- 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 9.2 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 emailing 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 Pacific time on Business Days (Support Hours). If you ask us to respond to and/or action support requests outside of Support Hours, then additional support fees may apply.
- 9.5 We will assign a priority based on the urgency and impact of the Incident on you, as reasonably determined by us.
- 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 and not provided by us;
- 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 Neither party may assign or transfer any of its rights or obligations hereunder without the other party’s prior written consent (not to be unreasonably withheld), provided that either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement. Notwithstanding the foregoing, PredictHQ may assign all of its rights and obligations hereunder without such consent to any entity that directly or indirectly controls, is controlled by, or is under common control with PredictHQ, where 'control' means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or other equity interests of the equity, or the effective ability to control the management and direction of the entity (Affiliate).
- 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 With your written approval, you agree that we may use your organisation’s name and logo to identify you as a customer of PredictHQ in marketing and promotional materials.
- 10.5 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.
- 10.6 These Terms constitute the entire agreement of the parties and supersede 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.
- 10.7 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.
- 10.8 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.
- 10.9 The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by these Terms or law.
- 10.10 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.
- 10.11 A waiver of a right under these Terms is ineffective unless it is in writing.
- 10.12 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.
- 10.13 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:
- a) API means the application programming interface we make available for the purposes of accessing PredictHQ Data.
- b) Business Day means any day other than a Saturday, a Sunday or a New Zealand, US federal or California state holiday.
- c) 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.
- d) 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.
- e) 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).
- f) Data License means either a Developer Data License or a Premium Data License (as described in section 1.3 of these Terms), under which a User is authorised to access and use the PredictHQ Services (subject to the terms and conditions set out in these Terms).
- g) Fees means the amounts payable by you for use of the PredictHQ Services.
- h) 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.
- i) Minimum Term means any period of time agreed with us in writing during which you agree to maintain your subscription to the PredictHQ services.
- j) PredictHQ Data has the meaning given in section 5.2.
- k) PredictHQ Services has the meaning given in the opening paragraph of these Terms.
- l) Term has the meaning given in section 2.1.
- m) User means any individual to whom Customer has given access to the PredictHQ Services, even if Customer did not authorize such use.
Version dated 30 March 2020
- 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.
- 1.2 Use and restrictions
- a) If you are authorised to use the API, 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; 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) 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;
- 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; or
- ix) use or display (or authorise or facilitate any other person to use or display) any PredictHQ Data on any ticketing or ticketing reseller platform.
- 1.3 Attribution
- a) Unless agreed otherwise, 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 Data License 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 Data License will be set out in your plan details in the Control Centre tool or as agreed with you. Your Data License, 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 more appropriate 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.
- 2.1 About these terms
- a) ‘Beam’ is the name of PredictHQ’s Impact Prediction Engine, which uses transactional data provided by you (‘Customer Data’ for the purposes of the General Terms) to identify demand impact correlation with known events.
- b) These Special Terms, together with the General Terms above, apply to any use of the Beam service, and any reports, outputs, analysis, insights, data, content, algorithm or other deliverables generated and/or made available to you as part of Beam (Insights). If you subscribe to Beam as a stand-alone service, or you purchase a Data License or other PredictHQ Service or subscription plan that includes Beam, then these Special Terms will apply in addition to the General Terms (and any other terms applicable to those services or plans). If there is any inconsistency between these Special Terms and the General Terms, then these Special Terms take precedence with respect to Beam and any Insights.
- 2.2 Your Customer Data
- a) Beam uses Customer Data (as defined in the General Terms) provided by you to analyse demand and identify impact correlation with known events. Section 5.4 of the General Terms applies to any Customer Data you provide when using Beam, meaning that:
- i) you remain owner of all of the IP Rights to it; and
- ii) you grant to us a worldwide, non-exclusive, irrevocable, royalty-free, transferable licence to use, store, copy, modify, make available and communicate that Customer Data for the purposes of: undertaking analysis and time series modelling to identify and report on correlations between your Customer Data and events; generation and publication of Insights (which includes: (A) graphs, reports and data provided to you; and (B) insights, trends, analysis, data, content and anecdotes drawn from correlations between your Customer Data and events other data which may then be used in our algorithms and/or published (on an anonymised basis) in our products and other materials); and otherwise providing the Beam service and performing our obligations under these Special Terms and our General Terms.
- b) Customer Data provided by you for use in Beam should be limited to your business’ transactional data only and must not include any personal data or personally identifiable information (as defined in any privacy law(s) that are applicable to you) (Personal Information). We do not need to receive or use, and do not request, any Personal Information in relation to Beam (other than contact details of individuals at your organisation who are authorised to use, or with whom we correspond in relation to, Beam or other PredictHQ Services). You warrant and represent to us that:
- i) you are authorised to provide and licence the Customer Data to us for our use in accordance with these Terms and that our use of it in accordance with these Special Terms will not infringe any person’s rights; and
- ii) the Customer Data you provide does not contain any Personal Information, and you will notify us immediately in writing if you become aware that any Personal Information is present in Customer Data provided to us.
- c) Customer Data is your Confidential Information (as defined in the General Terms) and will be treated as such in accordance with section 10.3 of the General Terms. In respect of that Customer Data:
- i) we will keep your Customer Data confidential, and (except as required by applicable law) not disclose or use it for any purpose other than as authorised by you or permitted by these Special Terms;
- ii) we will maintain the security measures described in our Data Handling Policy; and
- iii) you can delete your Customer Data from our systems at any time using the features in the Control Centre. You acknowledge that, if you do so, you will no longer be able to use Beam or receive Insights and that such deletion will not apply to any Insights that have been generated using your Customer Data, which will remain.
- 2.3 Reports and other insights
- a) We will use Customer Data provided by you to generate, through Beam, and deliver to you analysis and conclusions in graphical form via the PredictHQ Control Centre and as a PDF report (Reports). Those Reports are provided to you free of charge. Additional data and derived insights can be provided by way of CSV export subject to you purchasing a PredictHQ Data License (in which case these Special Terms will continue to apply alongside our Data License Terms).
- b) We will own all IP Rights in the Reports (and all analysis and content contained within them) and all other Insights that may incorporate or use analysis or trends identified or generated through use of your Customer Data. You agree that you have no claim to any of those IP Rights. We grant you a perpetual, royalty-free, transferable, worldwide licence to use the Reports generated using your Customer Data for your internal business purposes.
Version dated 30 March 2020