Effective date: March 6, 2026
These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether individually or on behalf of an entity, “you” or “Customer”) and Datafi Labs, Inc., a Delaware corporation (“Datafi,” “we,” “our,” or “us”). These Terms govern your access to and use of the Datafi website at datafi.co (the “Site”), the Datafi platform including Studio, Control Tower, Sentinel, and Orchestrate (the “Platform”), and all related services, APIs, documentation, and support (collectively, the “Services”).
By accessing or using any of the Services, clicking “I Agree,” or executing an order form that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms, you must not access or use the Services.
To access the Services, you must create an account by providing accurate, complete, and current registration information. You agree to update your account information promptly if it changes. We reserve the right to suspend or terminate accounts containing inaccurate or fraudulent information.
You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must implement reasonable security measures, including using strong passwords and enabling multi-factor authentication when available. You agree to notify Datafi immediately at [email protected] upon becoming aware of any unauthorized access to or use of your account.
Customer is responsible for ensuring that all Authorized Users comply with these Terms. Customer shall not allow any individual who is not an Authorized User to access the Services. Access credentials may not be shared between individuals and must be assigned to a single, named user.
Subject to your compliance with these Terms and payment of all applicable fees, Datafi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for your internal business purposes in accordance with the Documentation and any usage limitations specified in your Order Form.
You agree not to, and shall not permit any Authorized User or third party to:
The Services may be subject to usage limits as specified in your Order Form, including limits on the number of Authorized Users, data storage volume, API calls, and connected data sources. If you exceed the usage limits, Datafi may charge overage fees as specified in the Order Form or contact you to upgrade your subscription plan.
Certain features of the Platform use artificial intelligence and machine learning technologies. These features generate outputs based on the data and configurations provided. While we strive for accuracy, AI-generated outputs are provided for informational and decision-support purposes. You are responsible for reviewing, validating, and making final decisions regarding any outputs produced by AI features of the Services.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers any ownership of Customer Data to Datafi.
Customer grants Datafi a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, transmit, store, and display Customer Data solely as necessary to: (a) provide, maintain, and improve the Services; (b) prevent or address service, security, support, or technical issues; and (c) comply with applicable law or respond to lawful requests from public authorities.
Datafi may generate aggregated, anonymized, or de-identified data derived from Customer Data and usage of the Services that does not identify Customer or any individual (“Aggregated Data”). Datafi may use Aggregated Data for any lawful business purpose, including benchmarking, analytics, research, and improving the Services. Customer retains no rights in Aggregated Data.
To the extent Datafi processes personal data on Customer’s behalf, the parties shall enter into a Data Processing Addendum (“DPA”), which shall be incorporated into and form part of these Terms. In the event of any conflict between the DPA and these Terms with respect to the processing of personal data, the DPA shall prevail.
Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which Customer acquired it. Customer represents and warrants that it has all necessary rights, consents, and authorizations to provide Customer Data to Datafi and to grant the license described herein.
The Services, including all software, algorithms, models, user interfaces, designs, architectures, APIs, Documentation, and all improvements, modifications, and derivative works thereof, are and shall remain the exclusive property of Datafi Labs, Inc. and its licensors. These Terms do not convey any ownership interest in the Services, but only a limited right of use as expressly set forth herein.
“Datafi,” the Datafi logo, “Studio,” “Control Tower,” “Sentinel,” “Orchestrate,” and other product or service names are trademarks of Datafi Labs, Inc. You may not use our trademarks without our prior written consent, except to the extent necessary to reasonably refer to our Services in a factual, non-misleading manner.
If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), you hereby assign to Datafi all right, title, and interest in and to such Feedback. Datafi is free to use, incorporate, and commercialize Feedback without obligation or compensation to you.
Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted in United States dollars, are non-cancellable, and the amounts paid are non-refundable.
Datafi will invoice Customer in accordance with the billing frequency stated in the Order Form. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Payments shall be made by wire transfer, ACH, or credit card as agreed upon in the Order Form.
Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until the date of payment. Datafi may also suspend access to the Services if any invoice remains unpaid for more than fifteen (15) days past the due date, upon ten (10) days’ prior written notice.
All fees are exclusive of applicable sales, use, value-added, goods and services, withholding, and other taxes. Customer is responsible for paying all such taxes, excluding taxes based on Datafi’s net income. If Customer is required to withhold taxes, the fees shall be increased so that Datafi receives the full amount as if no withholding had been required.
Datafi may modify its pricing upon at least sixty (60) days’ prior written notice. Price changes will take effect at the start of the next renewal term unless the Customer provides notice of non-renewal prior to the renewal date.
The initial Subscription Term is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for successive periods equal to the initial Subscription Term (or one year, whichever is shorter).
Either party may terminate the subscription by providing written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial part of its assets.
Datafi may immediately suspend Customer’s access to the Services if: (a) Customer’s use poses a security risk to the Services or any third party; (b) Customer’s use may adversely impact the Services or other users; (c) Customer is in material breach of these Terms; or (d) Customer’s account is more than thirty (30) days past due.
Upon termination or expiration of the Subscription Term:
“Confidential Information” means all non-public information disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical specifications, product roadmaps, Customer Data, security reports, and the terms of any Order Form.
The Recipient agrees to: (a) hold the Discloser’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those herein; (c) use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Recipient prior to disclosure without restriction; (c) is independently developed by the Recipient without use of Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.
If the Recipient is compelled by law, regulation, or legal process to disclose Confidential Information, the Recipient shall give the Discloser prompt written notice (to the extent legally permitted) so the Discloser may seek a protective order or other appropriate remedy. The Recipient shall disclose only the minimum amount of Confidential Information required.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) the execution and performance of these Terms does not conflict with any other agreement to which it is a party; and (c) these Terms constitute a valid and binding obligation enforceable against it.
Datafi warrants that during the Subscription Term: (a) the Services will materially conform to the functionality described in the Documentation; (b) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) Datafi will not materially decrease the overall functionality or security of the Services during a Subscription Term.
Customer’s exclusive remedy and Datafi’s sole liability for breach of this warranty shall be, at Datafi’s option: (i) correction of the non-conforming Services at no additional charge; or (ii) if Datafi is unable to correct the non-conformity within thirty (30) days, termination of the affected Services and a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATAFI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DATAFI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATAFI OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO DATAFI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in Sections 10.1 and 10.2 shall not apply to: (a) either party’s indemnification obligations under Section 11; (b) Customer’s payment obligations; (c) liability arising from Customer’s breach of Section 3.2 (Usage Restrictions); or (d) liability arising from a party’s gross negligence or willful misconduct.
Datafi shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings alleging that Customer’s use of the Services in accordance with these Terms infringes or misappropriates a third party’s intellectual property rights, and shall pay all damages finally awarded or amounts agreed in settlement. If the Services become or are likely to become the subject of an infringement claim, Datafi may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund any prepaid fees for the unused portion of the Subscription Term.
Customer shall defend, indemnify, and hold harmless Datafi and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings arising from: (a) Customer’s or its Authorized Users’ violation of these Terms; (b) Customer Data or Customer’s use of the Services in combination with third-party products, data, or services not provided by Datafi; or (c) any claim that Customer Data infringes or misappropriates a third party’s intellectual property rights or violates applicable law.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim that imposes any liability or obligation on the indemnified party without the indemnified party’s prior written consent.
Datafi shall use commercially reasonable efforts to make the Platform available 99.9% of the time during each calendar month, excluding scheduled maintenance windows and force majeure events. If applicable, specific service level commitments and remedies are set forth in a separate Service Level Agreement (SLA) attached to or referenced in the Order Form.
Datafi will provide at least 48 hours’ advance notice of scheduled maintenance that may affect availability. Maintenance windows will be scheduled during off-peak hours when feasible. Emergency maintenance required to address critical security vulnerabilities or service-affecting issues may be performed with shorter notice.
Datafi provides technical support in accordance with the support plan specified in the Order Form. Standard support includes access to our documentation, knowledge base, and email-based support during business hours. Enhanced support tiers with faster response times, dedicated support engineers, and 24/7 availability may be purchased separately.
Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from events beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, power failures, internet or telecommunications outages, or cyberattacks. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate the impact and resume performance.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties agree to first attempt to resolve any dispute arising out of or related to these Terms through good-faith negotiation for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Seattle, King County, Washington. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute through arbitration.
These Terms, together with any applicable Order Forms, DPA, and SLA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral. In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail.
Datafi may update these Terms from time to time. We will post the updated Terms on this page with a revised “Effective date” and, for material changes, provide at least thirty (30) days’ advance notice via email or through the Platform. Your continued use of the Services after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Services and may terminate your subscription.
Customer may not assign or transfer these Terms, in whole or in part, without Datafi’s prior written consent. Datafi may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets upon notice to Customer. Any purported assignment in violation of this section is void.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
All notices under these Terms must be in writing and shall be deemed given: (a) upon personal delivery; (b) one business day after deposit with a nationally recognized overnight courier; (c) upon confirmation of receipt if sent by email to the addresses specified in the Order Form; or (d) three business days after deposit in the United States mail, certified, return receipt requested.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.
These Terms do not confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns.
Customer shall comply with all applicable export control and sanctions laws and regulations, including those of the United States. Customer shall not access or use the Services in any country or region subject to comprehensive U.S. sanctions, or on behalf of any person or entity on any U.S. government restricted party list.
If Customer is a U.S. government entity or the Services are being used on behalf of the U.S. government, the Services are “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure are subject to the restrictions set forth in these Terms.
If you have any questions about these Terms, please contact us:
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