These Terms of Service ("Terms") govern your access to and use of Open CDP (the "Service"), a software product owned and operated by Codematic Technology Services ("Codematic," "we," "us," or "our").
By accessing or using the Service, you ("Customer," "User," or "you") agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to do so.
Open CDP is a Customer Data Platform that combines CRM, marketing automation, and ETL capabilities. It offers a Pipelines component to ingest, transform, analyze, and send customer data (events, people) to other third-party platforms, and an Engage component to build customer relationships through communication and marketing based on customer properties and actions.
We will use commercially reasonable efforts to make the Service available. However, from time to time, the Service may be inaccessible due to maintenance, upgrades, or technical issues. We may update, modify, or discontinue any part of the Service at any time, but we will endeavor to notify you of any material changes.
You, the Customer, retain all right, title, and interest in and to your data, including Person profiles, Event data, Segment definitions, and all content created for Campaigns ("Client Data").
You grant Codematic a worldwide, limited-term license to host, copy, transmit, and display the Client Data only as necessary for us to:
You acknowledge that when processing Client Data, Codematic acts solely as a Data Processor on your behalf. You are the Data Controller and are solely responsible for obtaining all necessary consents and meeting all legal requirements (e.g., GDPR, NDPR) for collecting and transferring Client Data to Open CDP and for sending messages to your End-Users.
You are responsible for the quality and reliability of the data you send to us. We rely on your team to ensure that data sent via SDKs (Flutter/JavaScript) and manual imports (Excel/CSV) is quality. We are not responsible for Campaign execution failures or segmentation errors caused by faulty or invalid Client Data.
You are responsible for maintaining the confidentiality of your account credentials (email and password). You agree to notify us immediately of any unauthorized use of your account.
The Service is structured around Organizations (the top-level business account), which own one or more isolated Workspaces. Billing is managed at the Organization level. You must have appropriate permission levels (Owner, Admin, Member) to access different functionalities at the Organization and Workspace levels.
Access to the Data Gateway for sending data is controlled by an API Key with specific scopes. You are responsible for securing these keys. We reserve the right to revoke or deactivate API Keys for security reasons.
You agree to pay the fees for the Service based on the Plan you select at the Organization level (e.g., "free", "starter", "growth", "enterprise"). Fees may be based on monthly messages sent, team members, and other limits defined by your plan.
Billing is performed at the Organization level. We reserve the right to suspend your access to the Service if payments are late or denied.
You agree not to use the Service:
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
THE SERVICE, INCLUDING ALL CONTENT, FUNCTIONALITY, AND FEATURES, IS PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
You agree to indemnify, defend, and hold harmless Codematic Technology Services against any claim, demand, suit, or proceeding made or brought against us by a third party:
IN NO EVENT WILL CODEMATIC TECHNOLOGY SERVICES OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS OR REVENUE, LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.
These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
Any disputes arising out of or relating to these Terms, including questions regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause.
The seat, or legal place, of arbitration shall be London, England and the language of the arbitration shall be English.
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign these Terms in their entirety.
These Terms, along with the Privacy Policy, constitute the entire agreement between you and Codematic regarding the use of Open CDP.
We may update these Terms from time to time. If we make material changes, we will notify you through the Service or by email. Your continued use of the Service constitutes acceptance of the modified Terms.