These Terms of Service (the “Terms”) constitute a legally binding agreement between Digital Optima Europe S.L., a company incorporated in Spain with registered office at Via Augusta 252, 4th Floor, 08017 Barcelona, Spain (“Digital Optima”, “we”, or “us”) and any legal entity or person (“Customer” or “you”) that accepts these Terms by clicking to accept, creating an account, or using Digital Optima’s Products.
These Terms govern Customer’s access to and use of Digital Optima’s software, services, APIs, and related documentation (collectively, the “Products”).
These Terms apply to all Products unless superseded by a separate written agreement. In the event of a conflict between these Terms and an Order Form or Data Processing Addendum (DPA), the Order Form or DPA shall prevail.
“Account” means the account created by Customer or its Authorized Users to access the Products.
“Aggregated Data” means Customer Data that has been anonymized and aggregated with other data such that it no longer identifies any individual or Customer.
“API” means Digital Optima’s application programming interfaces and associated documentation.
“Authorized User” means an employee, contractor, or agent of Customer authorized to use the Products.
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential.
“Customer Data” means data submitted by or on behalf of Customer to the Products.
“DPA” means the Data Processing Addendum incorporated by reference into these Terms.
“Order Form” means a document executed by the parties that references these Terms and sets out the Products, fees, and Subscription Term.
“Platform” means Digital Optima’s web application and related interfaces.
“Products” means the software, services, APIs, data, and documentation provided by Digital Optima.
“SCCs” means the EU Standard Contractual Clauses for data transfers.
“Subscription Term” means the period during which Customer is authorized to use the Products.
Digital Optima grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Products during the Subscription Term solely for Customer’s internal business purposes and in accordance with these Terms and the applicable Order Form.
Access is conditioned on timely payment of fees and compliance with these Terms.
Customer is responsible for all activity under its Accounts and for maintaining the confidentiality of credentials.
Customer must ensure that all Authorized Users comply with these Terms.
Customer must not use the Products for consumer or personal purposes; the Products are intended for business use only.
Customer retains all rights in Customer Data. Digital Optima acquires no ownership except the rights necessary to provide the Products.
Customer must not submit special categories of personal data unless expressly agreed in writing.
Customer authorizes Digital Optima to process Customer Data to create Aggregated Data, which is irreversibly anonymized and owned by Digital Optima.
Upon termination, Customer Data will be deleted within 60 days unless otherwise required by law.
Both parties will comply with applicable data protection laws, including GDPR. A DPA will apply where personal data is processed.
Customer will pay fees as set out in the Order Form. Fees are non-refundable except as expressly stated.
All fees are exclusive of VAT and other applicable taxes. Customer is responsible for such taxes.
Invoices are due as specified in the Order Form. Late payments may incur interest at 1.5% per month or the maximum allowed by law.
Customer may not withhold or set off payments due to disputes.
Customer will not: (a) reverse engineer or copy the Products; (b) use automated means to extract data; (c) share credentials; (d) use the Products for third parties unless permitted; (e) use the Products to train AI models; (f) benchmark the Products; or (g) violate applicable laws.
Digital Optima may suspend access if Customer’s use threatens the security or integrity of the Products.
Customer warrants it has the right to provide Customer Data and authorize its processing.
Digital Optima warrants it will provide the Products using commercially reasonable efforts and industry standards.
Except as expressly stated, the Products are provided “as is.” Digital Optima disclaims all other warranties, including for merchantability, fitness for a particular purpose, and non-infringement.
Beta features are provided without warranties and may be modified or discontinued at any time.
Digital Optima retains all rights in the Products, Platform, Aggregated Data, and related intellectual property.
Customer retains all rights in its own data and pre-existing IP.
Customer grants Digital Optima a license to use its name and logo for marketing purposes, subject to Customer’s trademark guidelines.
Customer grants Digital Optima a perpetual, royalty-free license to use feedback for improving the Products.
Each party will protect the other’s Confidential Information using reasonable care and use it only as necessary to perform obligations under these Terms.
Disclosure is permitted to employees, contractors, and advisors under confidentiality obligations.
If required by law to disclose Confidential Information, the disclosing party will notify the other and cooperate to seek protective measures.
Customer may link to Digital Optima’s public website but not to the Platform without prior written consent.
Digital Optima may use Customer’s name and logo as a reference unless Customer opts out in writing.
Digital Optima will defend Customer against third-party claims that the Products infringe IP rights, subject to prompt notice and cooperation. Digital Optima is not liable for claims arising from Customer Data, modifications, or misuse.
Customer will defend Digital Optima against claims arising from Customer Data, breach of these Terms, or unlawful use of the Products.
Except for Excluded Claims, neither party is liable for indirect, incidental, or consequential damages.
Each party’s aggregate liability is limited to 100% of fees paid in the prior 12 months. For Data Protection Claims, the cap is 200%.
Excluded Claims include indemnification obligations, gross negligence, willful misconduct, fraud, and payment obligations.
The Subscription Term begins on the start date in the Order Form and renews annually unless either party gives 30 days’ notice.
Either party may terminate for uncured material breach, insolvency, or overdue fees beyond 30 days.
Upon termination, Customer must cease use and delete Confidential Information. Certain provisions survive termination.
A 30-day post-termination read-only access period may be granted at Digital Optima’s discretion.
API access is governed by these Terms and the Order Form. Customer must safeguard API credentials.
Digital Optima may suspend API access for excessive usage or abuse.
Customer may not cache API data beyond permitted limits. API documentation is confidential.
Notices to Digital Optima must be sent to Via Augusta 252, 4th Floor, 08017 Barcelona, Spain or info@digitaloptima.org
Customer agrees to receive notices electronically via email or the Platform.
These Terms are governed by the laws of Spain.
Disputes will be resolved through good-faith negotiation. If unresolved within 14 days, disputes will be submitted to the courts of Barcelona, Spain.
Before litigation, parties agree to escalate the dispute to senior leadership for resolution.
These Terms, the Order Form, and DPA constitute the entire agreement.
Digital Optima may update these Terms with notice. Continued use constitutes acceptance.
If any provision is invalid, the remainder remains in effect.
Customer may not assign these Terms without consent. Digital Optima may assign to affiliates or successors.
Neither party is liable for delays due to force majeure.
These Terms do not create a partnership or agency relationship.
Sections on IP, confidentiality, indemnity, liability, and data rights survive termination.
A DPA incorporating SCCs and other mechanisms is available and applies where personal data is processed.
The DPA is incorporated by reference and will be executed prior to processing personal data.
These Terms are published on Digital Optima’s website. For questions or to request the DPA, contact info@digitaloptima.org
