Darkmatter’s tools abstract common back-end components and features into a seamless experience. Application developers use our ecosystem to ship secure and scalable end-to-end backend projects quicker, no matter their skillset.
You will have more time to focus on your web app’s core value proposition.
You will stay on track with your go-live date and maximize your time.
You will automate the maintenance of your application’s services.
Building a food delivery app that connects customers to the nearest gluten-free, organic, vegan cupcake shop? How about a bike sharing app only for hardcore fans of Harleys? Darkmatter allows you to focus your time and resources on the core value proposition of your web application, while letting Darkmatter take care of the somewhat mundane (but mission critical!) back-end features that make it a seamless digital experience.
No matter what you’re building, you will need to track data; for example: reservations, users, orders, a store location, a second or third-party business. Give it a name and describe its properties and Darkmatter will automatically take care of everything else.
Once a new reservation is created or a new post is published, what happens? Maybe you need to verify that a credit card is valid and have funds or maybe you need to send a notification email to a target group? Use the Darkmatter SDK to quickly put together business logic to automatically react to new events.
Finally, when you’re satisfied, make your web app live instantaneously. And the best of all: no server to deploy or maintain. The Darkmatter team is keeping an eye on everything to make sure that your web application has everything required to run smoothly, anywhere in the world*.
Darkmatter’s tools abstract common back-end components and features into a seamless experience.
There is no need to manage and maintain databases with Entity management; Use the SDK or the API to define your entity schemas and start storing and querying your data. On top of that, you can manage your data using hierarchy, relationships and benefit from automatic versioning.
Manage your data intuitively using an environment, a project or a sandbox to act as a secured folder. The entities that you store under an entity group will only be accessible by authorized users or users that are children of those groups; this makes multi-tenant systems a breeze to develop.
Create and manage your system's users, organize them into groups and assign them permissions. Your user can be authenticated using local credentials or OAuth 2.0 hosted by Facebook or Google. You can then use a Darkmatter authentication token to make contextual API requests.
Similarly to serverless technologies like Google Cloud Functions or AWS Lambda Functions, Darkmatter comes with Actions which are named executable code. Darkmatter considers Actions like building blocks which you can assemble into scripts to design complex business logic.
The platform offers multiple entry points via a JSON API, Webhooks, WebSockets and the official SDK. Leverage our secure tools for all of your application projects to store or query data or to execute actions or scripts.
Schedule any actions or script to be executed automatically once or at a specific interval. Workers can be monitored and paused at any time.
The platform provides more advanced tools to store things like counters, lists, sets or metadata. For those times, when you need to store data that is not complexed enough to be stored using Entities.
Use our database proxy to store and query data on popular database technologies and automatically enhance your data with Darkmatter's entity management features like global scaling and automatic versioning.
The API will format any entities to your specific locale given the translated text; the platform will format other things like dates and currencies automatically.
Leverage native third-party integrations to popular platforms like Twilio, Stripe and Google Drive to extend the functionalities of your projects. Alternatively, you can also develop new integrations and license them on the marketplace.
Darkmatter’s tools abstract common back-end components and features into a seamless experience.
If you have content spread across multiple platforms or database, you can build a content hub to centralize that data and have it interact nicely. You might also want to start a new Content Hub to start a new project on the right foot! Darkmatter will normalize all of your data and provide a unified API to store and query data. Also, when you use Darkmatter as your Content Hub, you can augment existing data with all the functionalities of a Darkmatter Entity without affecting the source.
Kickstart any application or modern website project with a serverless backend! With Darkmatter, you will be able to manage and translate the content of your pages and custom entities under a unified administration panel. You can also, easily store data under independent environment or projects and migrate your entities between them seamlessly. Your project will also benefit from Darkmatter powerful actions and scripts functionalities to develop and host any custom code.
All SaaS projects require a reliable way to encapsulate data, securely separating the content of all of your clients without having to manage an independent server and database for them. With Darkmatter, you can effectively nest your entities, actions and scripts under an entity group. Also, you can grant the appropriate permissions to your client's user automatically to quickly design a robust SaaS project.
Are you trying to migrate away from your old monolith architecture? The most efficient way to do that is to build a Legacy Proxy. A Legacy Proxy will interface your existing architecture and allow you to develop new features on top of your current platform. Darkmatter makes it very easy to interface any existing system.
All of our plans includes unlimited users, groups, permissions, actions and scripts. Also, all of our customers benefits of 24/7 monitoring.
Welcome to the website (the “Site”) of DMFX Darkmatter (11298917 Canada Inc.) (hereby to be referred to as “Darkmatter”, “we”, "us” and/or “our”).
Darkmatter makes available a cloud-based content management services platform that permits registered users to upload, create and manage content online and integrate content into web and mobile applications through an application programming interface (the “Darkmatter API” and, together with the Site, other features of the platform and related mobile applications, tools and services, the “Services”). This Privacy Policy describes how we collect information from users of and visitors to the Services (“you”, “your”) in Canada and the United States. If you are using the Services from other countries or territories other than the United States and Canada, please contact support@dmfx.io to obtain details our privacy policy in those regions.
When you interact with us through the Services, we or third parties acting on our behalf may collect from you the information described below, including certain information that can be used to identify you on its own or in combination with other information (“Personal Data”). We collect Personal Data from you when you voluntarily provide such information to us, such as when you register for an account with the Services, contact us with business inquiries, submit support requests through a Site form or live chat window, respond to one of our surveys or use certain features of the Services.
When you register for an account with Darkmatter to use the Darkmatter API or other features of the Services, we ask you to provide your first and last name, your email address, the name of your company and a password. You may also log in to the Services through your accounts with certain third-party services, as described further in the section titled “Third-Party Applications and Services” below. If you decide to use features of the Services that Darkmatter makes available under paid plans, we also ask you to provide your payment information and billing address, which will be used and processed by our payment processor (see section titled “Our Disclosure of Personal Data and Other Information” below).
A registered user may upload a variety of content to the Services, including text, images, videos and music files, to manage, preview and publish content for web and mobile applications through the Darkmatter API. For example, a registered user who is a designer or developer for a retailer may use the Services to upload, manage and view product descriptions and images, in addition to publishing such content on the retailer’s website and mobile app through the Darkmatter API.
You acknowledge and agree that, to the extent that you include Personal Data in the content you transmit, upload, post, submit, publish, display or otherwise share or cause to be transmitted, uploaded, posted, submitted, published, displayed or otherwise shared through the Services, such Personal Data may be available to others when you upload that content to or share that content through the Services, and we are not responsible for any of your content or how others may use or further share your Personal Data or content. Please use caution and common sense when using the Services and uploading or sharing content.
You may remove content that you have previously uploaded to the Services through your account. If you are unable to remove your content, contact us at support@dmfx.io so that we may remove the applicable content at your request. You understand that content that you have uploaded to the Services may continue to be viewable by others through the Services if other users have posted or reposted it, that others may continue to have copies of or access to any content previously uploaded to or shared through the Services and that your content may remain on our servers or in our records after it has been removed from your account.
Information Provided through Site Forms: If you would like additional information about the Services, need help with using the Services or would otherwise like to contact us, we will ask you to complete one of the forms available at www.dmfx.io and provide certain information to us so that we may respond to your inquiry or request.
Device Information: When you visit or use the Services, we or our service providers may collect your IP address (the Internet address of your computer) and use it for various purposes, including to analyze and report upon visits to and usage of the Service; to approximate your physical location so that we may localize the Services based on your geographic region; to diagnose and prevent service or technology problems affecting the Services; and to monitor and prevent fraud and abuse. If you access the Services on a mobile device, we or our service providers may also collect the device type and identification number and request access to settings and location information for similar purposes. By visiting or using the Services, you are consenting to the collection of your IP address and/or device information, as applicable.
Other Automatically Collected Data: When you interact with Darkmatter through the Services, we use various technologies (including cookies, as further described below) to passively collect information about your visits to and use of the Services. Generally, this information does not identify you; however, if we combine this data with any Personal Data, we will treat combined information as Personal Data subject to this Privacy Policy. Darkmatter may use such information and pool it with other information to track, for example, the total number of users of and visitors to the Services, the total number of users of certain features of the Services, the browsers our users and visitors use and the domain names of our users’ and visitors' Internet service providers.
We also use Google Analytics, Segment.io and similar tools provided by third parties to help us analyze how users and visitors use the Services. These analytics services collect standard Internet log information and user and visitor behavior information, including information about your browsing activities over time and across websites or other online services following your use of the Service.
We and our analytics service providers use cookies, web beacons and similar technologies to collect the information described above. A cookie is a piece of information that the computer that hosts the Services gives to your browser when you access the Services. Cookies help provide additional functionality to the Services and help us analyze Services usage and activity more accurately. For example, we may set a cookie on your browser that allows you to access the Services without needing to remember and then enter your password more than once during a visit to the Services, or our analytics service providers may use cookies to help us understand how visitors are directed to the Services and which features are of the greatest interest to users of and visitors to the Services. On most web browsers, you will find a “help” section on the toolbar. Please refer to this section for information on how to receive notification when you are receiving a new cookie and how to turn cookies off. We recommend that you leave cookies turned on because they allow you to take advantage of some of the Services’ features.
In an ongoing effort to better understand and serve the users of the Services, Darkmatter may conduct research on our users’ demographics, interests, behavior and use of the Services based on the Personal Data and other information provided to us. This research may be compiled and analyzed on an aggregate basis, and Darkmatter may share this aggregate data with our affiliates, agents and business partners. This aggregate information does not identify you personally. Darkmatter may also disclose aggregated user statistics in order to describe the Services to current and prospective business partners, and to other third parties for other lawful purposes.
The Services currently do not respond to “Do Not Track” (DNT) signals and operate as described in this Privacy Policy whether or not a DNT signal is received. If we do respond to DNT signals in the future, we will update this Privacy Policy to describe how we do so.
Darkmatter uses the Personal Data you provide through your use of the Services for the reason that you provided it to us and in a manner that is consistent with this Privacy Policy. For example, if you contact us with a business inquiry or support request, we will use the Personal Data you provide to us to contact you and answer your question or resolve your problem. If you provide Personal Data in order to obtain access to the Services as a registered user, we will use your Personal Data to provide you with access to the Services and to facilitate your use of Service features.
Darkmatter and our subsidiaries and affiliates (the “Related Companies”) may also use your Personal Data and other information collected from you through the Services to help us improve the content and functionality of the Services, to better understand our users and to contact you in the future to tell you about features of the Services or other services we believe will be of interest to you. If we use your Personal Data to send you marketing communications via email, each marketing communication we send you will contain instructions permitting you to "opt-out" of receiving future marketing communications from us. If at any time you wish not to receive any future marketing communications or you wish to have your name deleted from our mailing lists, please contact us as indicated below.
Based on your visits to and use of the Services, we may also work with third-party sites and advertising services to display personalized and interest-based ads about Darkmatter and the Services to you when you visit other sites and services.
We may share your Personal Data and other information collected from you with certain third parties without further notice to you, as set forth below:
Darkmatter allows you to log in to the Services through your accounts with various third-party services, such as Github, Google and Twitter. If you decide to log in to the Services through or otherwise use one or more third-party applications or services that interoperate with the Services in connection with your use of the Services, we will provide those applications or services with access to data (which may include Personal Data) on Darkmatter’s systems generated through your use of the Services. Please remember that the manner in which the providers of third-party applications and services use, store and disclose your information is governed by their policies, and that Darkmatter will have no liability or responsibility for the privacy practices or other actions of providers of third-party applications and services that may be enabled within the Services. In connection with your use of any such third-party applications or services, please review carefully the applicable privacy policies of each such third-party application or service provider to become familiar with its policies and practices as it concerns your data and information.
In the event of a corporate sale, merger, reorganization, financing due diligence, receivership, dissolution or similar event, your information, including Personal Data, may be transferred to a successor or affiliate either independently or as part of that transaction along with other assets.
We may also share information, including your Personal Data, with our Related Companies.
We engage other companies to perform certain business-related functions on our behalf, such as hosting portions of the Services, maintaining databases, processing payments and facilitating user support. We share information with agents, service providers and related third parties as necessary for them to provide these services on our behalf.
If you are using the Services in connection with your role as an employee or contractor of a company or other legal entity, we may share your information with such entity.
Darkmatter may disclose your Personal Data and other information about you if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of Darkmatter, (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public, or (iv) protect against legal liability.
You can visit the Site without providing any Personal Data. If you choose not to provide any Personal Data, you will not be able to use certain features of the Services.
If you want to opt out of receiving ads based on your interests and web usage patterns, - please visit www.networkadvertising.org/choices/.
Darkmatter does not knowingly collect Personal Data from children under the age of 13. If you have reason to believe that a child under the age of 13 has provided Personal Data to Darkmatter through the Services, please contact us, and we will endeavor to delete that information from our databases.
This Privacy Policy applies only to the Services. The Services may contain links to other websites or services not operated or controlled by Darkmatter. The policies, practices and procedures described in this Privacy Policy do not apply to any third-party websites or services. Any links from the Services do not imply that Darkmatter endorses or has reviewed the linked-to third-party site or service. We suggest contacting those sites or services directly for information on their privacy policies.
Darkmatter takes reasonable steps to protect the Personal Data provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration or destruction. However, no method of transmission over the Internet or method of electronic storage can be guaranteed to be 100% secure, and we cannot warrant the security of any information that you provide to us. We do not accept liability for unintentional disclosure.
Your access to and use of the Services is subject to the Terms of Service at www.dmfx.io
The Services and our business may change from time to time. As a result, we may make related changes to this Privacy Policy. We will post all changes to this Privacy Policy on this page and will indicate at the top of this page the date that this Privacy Policy was last updated. Darkmatter reserves the right to update or modify this Privacy Policy at any time and from time to time without prior notice. Please review this policy periodically, and especially before you provide any Personal Data, so that you are aware of our current practices. Your continued use of the Services after any changes or revisions to this Privacy Policy shall indicate your agreement with the terms of such revised Privacy Policy.
To keep your Personal Data accurate, current, and complete, please contact us as specified below. We will take reasonable steps to update or correct Personal Data in our possession that you have previously submitted to us via the Services.
Please also feel free to contact us if you have any questions about this Privacy Policy or our privacy practices.
Thank you for using the Darkmatter Services (as defined below), a cloud-based content management services platform that allows users to design, prototype, deploy, and maintain web applications, provided by DMFX Darkmatter (11298917 Canada Inc.).
To be eligible to register for a Darkmatter account and use Darkmatter’s Services, you must review and accept the terms of this Darkmatter Terms of Service Agreement (this “Agreement” of these “Terms’) by clicking on the “Signup” button or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE DARKMATTER SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH 11298917 CANADA INC (“DMFX Darkmatter”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE DARKMATTER SERVICES.
In this Agreement, “you,” “your” and “Customer” will refer to you. If you are registering for a Darkmatter account or using the Darkmatter Services on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Darkmatter that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization). The exception to this is if that organization has a separate contract with Darkmatter covering one or more accounts and use of the Darkmatter Services, in which case that contract will govern the Darkmatter Services with respect to those accounts only.
DMFX DARKMATTER DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE DARKMATTER SERVICES, AND THESE TERMS LIMIT DMFX DARKMATTERS’ LIABILITY TO YOU.
DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR THE DARKMATTER SERVICES MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.
The following terms, when used in this Agreement will have the following meanings:
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Darkmatter Services” means the SaaS-based content management and publication services, programs, functions and platform provided by Darkmatter to you (including the Darkmatter APIs, Documentation and technical support that may be made available by Darkmatter to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by Darkmatter.
“Customer Content” means content and other material supplied or made available to Darkmatter by you (or, if you are an agency, your clients for which you are an agency of record) through the use of or access to the Darkmatter Services.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Darkmatter for the Darkmatter Services.
Darkmatter may revise these Terms from time to time. If Darkmatter does revise these Terms, the revised Terms will supersede prior versions. Unless Darkmatter says otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. Darkmatter will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address Darkmatter has on file. For other revisions, Darkmatter will update the effective date of these Terms at the top of the page. Darkmatter encourages you to check the effective date of these Terms whenever you visit Darkmatter’s website or account portal. Your continued access or use of the Darkmatter Services constitutes your acceptance of any revisions. If you don’t agree to the revisions, you should stop using the Darkmatter Services and Darkmatter is not obligated to provide you with the Darkmatter Services.
You acknowledge that Darkmatter may change, deprecate or republish Darkmatter APIs for any Darkmatter Services or feature of the Darkmatter Services from time to time, and that it is your responsibility to ensure that calls or requests you makes to the Darkmatter Services are compatible with then-current Darkmatter APIs for the Darkmatter Services. Although Darkmatter endeavors to avoid changes to the Darkmatter APIs or Darkmatter Services that are not backwards compatible, if any such changes become necessary Darkmatter will endeavor to notify you at least thirty (30) days prior to Darkmatter’s implementation of any such incompatible changes to the Darkmatter Service of which it becomes aware.
Subject to the terms and conditions of this Agreement, Darkmatter will use commercially reasonable efforts to make the Darkmatter Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive right to access and use the Darkmatter Services to manage Customer Content, including the right to write and execute software applications or websites (“Customer Applications”) that interface with the Darkmatter Services. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Customer clients.
The rights granted herein are subject to the following restrictions (the “License Restrictions”):
You agree to pay the subscription fees, additional usage fees and other fees set forth in Darkmatter’s standard schedule of fees, as may be updated from time to time, or any other order forms for the Darkmatter Services ordered by you and accepted in writing by Darkmatter. Except as otherwise mutually agreed upon in writing, (a) fees are quoted and payable in Canadian Dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
Subject to certain credit requirements as determined by Darkmatter, Darkmatter may let you pay amounts due under these Terms in arrears. If Darkmatter lets you do that, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice. Subject to the fee dispute resolution procedures below, if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then Darkmatter may assess and you must pay a late fee and/or suspend your account until you pay the amount you are overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.
You must notify Darkmatter in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to Darkmatter within sixty (60) days of the applicable charge and Darkmatter will work together with you to resolve the applicable dispute promptly. If you do not provide Darkmatter with this written notice of your fee dispute within this 60 day period, you will not be entitled to dispute any fees paid or payable by you.
If your use of the Darkmatter Services exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, Darkmatter may suspend your account without prior notice to you. Darkmatter will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of your account pursuant to this section.
All applicable use, sales and other similar taxes and government charges will be payable by you. You will not withhold any taxes from any amounts due to Darkmatter.
As between the parties, Darkmatter exclusively owns all right, title and interest in and to the Darkmatter Services. Except for the express rights granted hereunder, Darkmatter reserves all rights, title and interests in and to the Darkmatter Services and Darkmatter’s Confidential Information.
Darkmatter hereby grants you a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Darkmatter (each, a “Darkmatter Mark”) for the purpose of promoting or advertising that you use the Darkmatter Services. In using Darkmatter Marks, you may not: (a) display a Darkmatter Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Darkmatter; (b) use Darkmatter Marks to disparage Darkmatter or its products or services; or (c) display a Darkmatter Mark on a site that violates any law or regulation. Furthermore, Darkmatter may modify any Darkmatter Marks at any time, and upon notice, you will use only the updated Darkmatter Marks. Other than as permitted in this Section, you may not use any Darkmatter Marks without prior written consent. All use of the Darkmatter Marks will be subject to any trademark usage guidelines that Darkmatter may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation of Darkmatter.
Customer may from time to time provide Darkmatter suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Darkmatter Services. Darkmatter will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Darkmatter will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
As between the parties, the Customer Content and Customer Applications will be owned by you (or, if Customer is an agency, Customer’s client(s)). You hereby grant to Darkmatter a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Darkmatter Services.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Notwithstanding anything to the contrary, Darkmatter shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Darkmatter Services and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the Darkmatter Services and other Darkmatter offerings, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.
You warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the Darkmatter Services as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from its client(s) to use the Darkmatter Services and Customer Content related to such client(s) on such client(s)’ behalf.
THE DARKMATTER SERVICES AND ANY BETA SERVICES (AS DEFINED BELOW) ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. DARKMATTER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE DARKMATTER SERVICES AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, DARKMATTER DOES NOT WARRANT THAT THE DARKMATTER SERVICES OR BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH DARKMATTER WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY DARKMATTER. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. YOU OR DARKMATTER MAY TERMINATE YOUR ACCESS TO THE BETA SERVICES AT ANY TIME.
You will defend, indemnify and hold Darkmatter and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of any Customer Application (“Claim”). Darkmatter and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. Darkmatter reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against Darkmatter in connection with any Claim. You will also be liable to Darkmatter for any costs and attorneys’ fees Darkmatter incurs to successfully establish or enforce Darkmatter’s right to indemnification under this Section.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL DARKMATTER BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF DARKMATTER HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.
You may terminate your account at any time through the account management tools made available through the Service. Darkmatter may terminate or suspend your account in the event you commit any material breach of any provision of these Terms and fail to fix that breach within five (5) days after written notice of that breach. Darkmatter may also terminate or suspend your account immediately for cause if: (a) you violate (or give Darkmatter reason to believe you have violated) the AUP; (b) there is reason to believe the traffic created from your use of the Darkmatter Services or your use of the Darkmatter Services is fraudulent or negatively impacting the operating capability of Darkmatter Services; (c) Darkmatter determines, in its sole discretion, that providing the Darkmatter Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Darkmatter Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If Darkmatter suspends your account, Darkmatter will make a reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.
Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
The Darkmatter Services, including any software Darkmatter may provide in connection with the Darkmatter Services, may be subject to applicable export control laws and economic sanctions regulations. In receiving this software or the Darkmatter Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and the Darkmatter Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of the Darkmatter Services. These laws include restrictions on destinations, users and end use. You shall not permit any third party to access or use the Services in violation of any Canadian law or regulation. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Software in or export such software to, a country subject to an embargo by Canada or the United States.
You agree that Darkmatter may refer to your name and trademarks in Darkmatter’s marketing materials and website; however, Darkmatter will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email).
Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, you agree that Darkmatter may have any of its obligations performed through an affiliate of Darkmatter, provided that Darkmatter will remain responsible for its obligations hereunder and will be liable for such affiliate’s performance as if it were Darkmatter. Darkmatter may assign receivables under this Agreement for purposes of debt collection and financing arrangements. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
No waiver of any rights hereunder will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Darkmatter may amend or modify this Agreement from time to time, in which case the new Agreement will supersede prior versions. Darkmatter will notify you via e-mail not less than 30 days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within 30 days from the sending of such notice, such non-objection may be relied upon by Darkmatter as your consent to such amendment. Darkmatter will inform you about its right to object and the consequences of non-objection in such notice. If you object to such amendment, you must do so in writing by written notice to Darkmatter delivered within such 30-day notice period, in which case Darkmatter may elect by written notice (which may be sent by email) to either (a) consider the amendment request rejected and have this Agreement continue without such amendment or (b) terminate this Agreement immediately. Subject to the foregoing, no amendment or modification to this Agreement will be effective unless assented to in writing by both parties.
Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
The present Agreement is governed, construed, and enforced in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.
Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you must be sent to your email or other address as set forth in your account information. Notices to Darkmatter must be sent to the following address: DMFX Darkmatter Canada 11298917 Inc., 1557 Rue Dufresne, Montreal, Quebec, H2K 3J6, Canada.
This Agreement comprises the entire agreement between you and Darkmatter with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Darkmatter, its agents or employees will create a warranty.
Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
Darkmatter provides the Darkmatter Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you (or any of your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Darkmatter Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Darkmatter Services were developed fully at private expense.
For purposes hereof, “including” means “including without limitation”. All dates and times set forth in this Agreement or any related document are in relation to Greenwich Mean Time (GMT), unless otherwise specified.
If you have any issues with the Darkmatter Services or Darkmatter, you must try to resolve the issue first through Darkmatter customer support
f the parties are not able to the dispute through Darkmatter customer support, you and your affiliates on one hand, and Darkmatter and any of Darkmatter’s affiliates on the other hand, all agree to resolve any dispute arising under these Terms, or under Darkmatter’s Privacy Policy, or in relation to the Darkmatter Services by binding arbitration in Montreal, Quebec, or in another location that both parties agree to. This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. It also applies even after you have stopped using your Darkmatter account or have deleted it. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that too.
You and your affiliates on one hand, and Darkmatter and its affiliates on the other hand, agree that the parties will go to court to resolve disputes relating to (a) your, your affiliate’s, Darkmatter’s or Darkmatter’s affiliates intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (b) your violation of the AUP. Also, either party can bring a claim in small claims court either in Montreal, QC, or some other place both parties agree on, if it qualifies to be brought in that court. In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Both you and your affiliates, on one hand, and Darkmatter and its affiliates on the other hand, agree that any claims or controversies between the parties must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor Darkmatter and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless both parties agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Darkmatter customers, and cannot be used to decide other disputes with other customers. If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of the Terms will still apply.
