Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Agreement”) form a binding contract between [LEGAL ENTITY TBD], operating as DataTap, and the business entity that accepts this Agreement (“Integrator”). By activating a trial, executing an Order Form, or making any API call against DCE infrastructure, Integrator represents that it: i) understands and agrees to these terms in full, and ii) is willing to be legally bound by this Agreement.

This Agreement covers two distinct phases of DCE usage: (a) the Trial Period, during which DataTap hosts and operates a dedicated DCE instance on Integrator’s behalf, and (b) the Licensed Use, during which Integrator receives the right to embed DCE within its product(s).

The obligations and liabilities of each party differ significantly between these phases, as set out below.

2. Definitions

“Service” / “DCE” means the DataTap Collection Engine, which is defined as a software platform for collecting, indexing, storing, and restoring Microsoft 365 data, together with all associated APIs and documentation.

“Integrator” means the organization entering into this Agreement and which intends to embed or distribute the DCE as part of their own product or service.

“Licensed Application and Services” means the Integrator’s software product(s) and/or service(s), within which DCE is embedded or otherwise integrated or made use of in any way.

“End User” means any third-party organisation, or its employees, whose Microsoft 365 data will be collected or processed by the Integrator’s Licensed Application and Services.

“Trial Data” means any Microsoft 365 content collected during the Trial Period through the DataTap hosted instance of DCE.

“Order Form” means the electronic document sent by DataTap to Integrator that specifies the license tier, fees, and other additional terms that will govern the usage of DCE by the Integrator.

3. Free Trial Period

DataTap provides a 30-day free trial during which it provisions and operates a dedicated DCE instance in its own Azure infrastructure on the Integrator’s behalf. The purpose of the trial is to allow the Integrator to evaluate DCE before embedding it into its Licensed Application and Services.

During the Trial Period, DataTap acts as the operator of the hosted instance and processes all Microsoft 365 content the Integrator chooses to collect solely for the purpose of demonstrating the technical feasibility of DCE. The Integrator is responsible for ensuring it has lawful authority to collect any Microsoft 365 data during this Trial Period.

The Trial Period carries no service level agreement and no uptime commitment. DataTap may terminate trial access at its discretion. All Trial Data is permanently deleted within seven (7) days of trial expiry.

The Trial Period limits the period of DataTap’s involvement with any Integrator or End User data. Once a trial ends, DataTap ceases to host or have any access to all data processed by that trial deployment, which is permanently deleted and not recoverable in any way.

4. License Grant

Subject to this Agreement and timely payment of all applicable fees as defined in the Order Form, DataTap grants the Integrator a non-exclusive, non-transferable, non-sublicensable right to embed the DCE within its Licensed Application and Services so it can deploy DCE to End Users. Integrator may not sell, resell, or sublicense the DCE as a standalone product under any circumstance.

5. Responsibility of Integrator

Once the Integrator embeds DCE into its Licensed Application and Services, and then deploys that Application or Service to End Users, the Integrator bears full and exclusive responsibility for all aspects of data handling in that deployment, including:

• Data protection and privacy compliance — Integrator must comply with all applicable data privacy laws (including but not limited to GDPR, PIPEDA, and any other sector or geography specific regulations). These laws and regulations govern the collection, storage, and processing of End User data.
• Infrastructure security — Integrator is fully responsible for securing the Azure resources it provisions, managing API keys and credentials, and applying appropriate access controls. Any End User data leak or data theft that may occur will be deemed to be the full and exclusive responsibility of the Integrator.
• Data subject rights — Integrator must respond to any requests from End Users regarding access, correction, deletion, or portability of their data.
• End User consent and authority — Integrator must obtain all necessary consents and ensure it has lawful authority to collect each End User’s Microsoft 365 data before provisioning a tenant.
• Incident response — the Integrator is responsible for detecting, containing, and notifying affected parties of any data breach involving data processed via its deployment of DCE.

DataTap provides the DCE as software only. After embedding into a Licensed Application and Services, DataTap has no access to, visibility into, or control over the data processed by the Integrator. DataTap is not a data processor, sub-processor, or joint controller with respect to any End User data.

Integrator agrees to indemnify, defend, and hold DataTap harmless from any claims, losses, fines, or expenses (including reasonable legal fees) arising from the Integrator’s handling of End User data.

6. Restrictions

Integrator must not:

• reverse-engineer, decompile, or attempt to extract the source code of the DCE;
• use DCE or trial results to build a competing product, or publish performance benchmarks or comparisons without DataTap’s written consent;
• white-label or rebrand the DCE beyond the visual customisation expressly permitted in the Order Form;
• interfere with or disrupt DataTap’s infrastructure or shared services in any way.

7. Fees and Invoicing

Fees and any applicable taxes are set out in the applicable Order Form. Invoices are issued for an annual usage period and are payable on the day invoiced. DCE may not be used to process any End User data until the invoice has been paid in full. Overdue amounts accrue interest at 20% per year.

8. Intellectual Property

DataTap retains all right, title, and interest in DCE and all underlying technology. No rights are transferred except the limited license expressly granted by this Agreement. Integrator retains ownership of its Licensed Application and Services. End Users retain ownership of their Microsoft 365 data at all times.

9. Confidentiality

Each party agrees to keep confidential any non-public technical or business information disclosed by the other party in connection with this Agreement. Neither party will disclose such information to any third party without prior written consent. This obligation will survive termination of this Agreement for three (3) years past the last use of DCE by Integrator to process any End User data.

10. Limitation of Liability

DataTap’s aggregate liability for any claim under this Agreement is limited to the total fees paid by the Integrator for the current twelve (12) month license period as specified in the Order Form. DataTap is not liable for indirect, incidental, consequential, or punitive damages, including loss of data or business interruption.

DataTap has no liability whatsoever for data processed by the Integrator’s Licensed Application or Services, including any regulatory fines, data breach losses, or third-party claims arising from the Integrator’s deployment.

11. Warranty Disclaimer

DCE is provided “as is” and “as available.” DataTap makes no claims of fitness of DCE for a particular purpose, or non-infringement on any known or unknown third-party technology. DataTap is not liable for Microsoft API outages or changes to the Microsoft Graph API that may affect DCE functionality.

12. Term and Termination

This Agreement continues for the period specified in the Order Form, renewing automatically unless either party gives 30 days’ written notice of non-renewal. Either party may terminate immediately for material breach not cured within 15 days of notice. Upon termination, all access is revoked and, if applicable, all Trial Data is deleted. The Integrator’s obligations under Section 5 (Responsibility of Integrator) survive termination indefinitely.

13. Changes to This Agreement

DataTap may update these terms from time to time. Material changes will be communicated by email 30 days before taking effect. Continued use of the Service after the notice period constitutes acceptance.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Canada and the Province of Quebec as specifically applicable, without regard to conflict-of-law provisions. The parties submit to the exclusive jurisdiction of the Canadian Federal courts. All disputes will be submitted to binding arbitration as per the rules and procedures of the Canadian Arbitration Association.

15. Contact

All questions or concerns about this Agreement should be sent via email to info@datatap.stream.