Online Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING SOCRATA’S SERVICES.

- AGREE: BY CHECKING THE BOX ON THE ORDER FORM OR USING THE SERVICE, CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT.

  1. Right to Use. Customer is granted a limited, nonexclusive, non-sublicensable, nontransferable term license to access and use the Socrata software service as specified in the order form (Service).
  2. Fees. Customer must pay all fees due on receipt of an invoice (unless otherwise provided on an order form), plus applicable sales, use and other similar taxes.
  3. Customer Responsibilities. Customer must (i) maintain the security of Customer’s password or key provided by Socrata to access and load Customer Content on the Service; and (ii) accept all risks of unauthorized access to the Customer Content or other information Customer provides to Socrata.  Customer is responsible for all activity that occurs under Customer’s account, and Customer should not share password with any third party.
    • Customer Content means any datasets, discussion forums, and other interactive areas, features or services which Customer creates, posts or stores or uploads to the Service, including, without limitation, any content, messages, materials, data, datasets, data structures, spreadsheets, entries, information, text, music, sound, photos, video, graphics, code or other items or materials.
  4. Customer Content.
    1. Warranties. By providing any Customer Content, Customer represents and warrants to Socrata: (i) that it has the lawful right to distribute and reproduce such Customer Content; (ii) that none of the Customer Content impersonates any person or entity or otherwise misrepresents Customer’s affiliation with a person or entity;  (iii) that none of the Customer Content is subject to any export control laws or regulations;  (iv) that there are no unsolicited promotions, political campaigning, advertising or solicitations; (v) that the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers is provided with the authorization of such third party; (vi )there are no viruses, corrupted data or other harmful, disruptive or destructive files; and (vii)  that the Customer Content that is not objectionable or which may expose Socrata or the users to any harm or liability of any type.
    2. Restrictions. Customer may not provide any Customer Content: (i) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objection; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.  
    3. Grant of Rights. During the term of this agreement, Customer grants Socrata and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, fully sublicensable, right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, analyze, perform and display Customer Content in connection with the Service and to provide service to its users. Customer understands that once Customer Content is provided, Socrata and content users have a limited ability to control or delete such content.
    4. No Liability for Customer Content. Socrata takes no responsibility for any Customer Content or user content posted, stored or uploaded to the Services, nor is Socrata liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity within the Service. Customer’s reliance on any content that it obtains through use of the Service is at Customer’s own risk. Although Socrata has no obligation to monitor any of the Customer Content or other non-Socrata provided information, SOCRATA RESERVES THE RIGHT TO REMOVE OR EDIT ANY CONTENT WITHOUT ADVANCE NOTICE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR CREATING BACKUP COPIES OF AND REPLACING ANY CUSTOMER CONTENT POSTED OR STORED ON THE SERVICE AT CUSTOMER’S SOLE COST AND EXPENSE. Any use of the Service in violation of the foregoing violates this agreement and may result in, among other things, termination or suspension of Customer’s right to use the Service.
  5. Retained Property Rights. Socrata retains all of its intellectual property rights in the Service and underlying software, and no rights, title or interest to the underlying software are transferred to the Customer. Socrata reserves all rights not granted. Customer may not rent, lease, resell or operate the Service as a service provider, or reverse engineer the Service. Customer must use the Service in conformance with applicable laws.
  6. Trademarks. Customer grants Socrata and its affiliates and sublicensees the right to display and use Customer’s name, trademark and/or logos provided by Customer (Customer Marks) in connection with the Customer Content and the Service.  All goodwill associated with Socrata’s use of the Customer Marks will inure to the benefit of Customer and Socrata will comply with Customer’s Trademark guidelines.   
  7. DISCLAIMER. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOCRATA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE CONTENT AND INFORMATION WITHIN THE SERVICE.  WHILE SOCRATA WILL ATTEMPT TO MAKE CUSTOMER’S ACCESS AND USE OF THE SERVICE SAFE, SOCRATA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT ARE OUTSIDE SOCRATA’S REASONABLE CONTROL.
  8. Limit of Liability. Socrata is not liable to Customer for any indirect, consequential, incidental or special damages (including without limitation, lost profits and lost data, information or content) arising out of this agreement, regardless of the theory of liability (including negligence and strict liability). Socrata’s total liability arising out of this agreement is limited to the amount paid by Customer within the 12-month period prior to the event which gave rise to the claim.
  9. Socrata Confidential Information. Customer will treat all non-public Socrata information as confidential, and may not disclose or use that information for any purpose, other than for purposes of this agreement.
  10. Feedback. By submitting ideas, suggestions or feedback to Socrata regarding the Service, (i) Customer agrees that such items submitted do not contain confidential or proprietary information; and (ii) Customer hereby grants Socrata an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
  11. Federal Acquisitions. The Service is a commercial product, developed at private expense, and provided with restricted rights.  Use, reproduction, release, modification or disclosure of the Service, or any part thereof, including technical data, by the United States Government is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies.
  12. Miscellaneous. This agreement and the order form constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.  Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.  No modification or waiver of any term of this agreement is effective unless both parties sign it.  Except for the payment of monies, neither party is liable for force majeure events. Customer must comply with applicable export control laws.
  13. Governing Law. This agreement is governed by the laws of the state where Customer is located (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.