Version: 2026-10-01 · Effective date: October 1, 2026 · Provider: ForgeZen Labs LLC, 4030 Wake Forest Rd Ste 349, Raleigh, North Carolina 27609 (DataNivra, we, us)
These Terms of Service (the Terms) govern Customer's subscription to and use of the DataNivra Test Data Management platform. They form a binding agreement between DataNivra and the organisation that accepts them or signs an Order Form that references them (Customer, you). The person accepting these Terms on behalf of an organisation confirms that they have authority to bind it. DataNivra is offered to businesses only; it is not offered to consumers.
The Installable Software (for example the DataNivra Agent, CLI and SDKs) is also subject to the End User Licence Agreement. Personal data that DataNivra processes on Customer's behalf is governed by the Data Processing Addendum. How DataNivra handles personal data as a controller is described in the Privacy Policy.
1. Definitions
In plain English: these words have the same meaning in every DataNivra legal document. The most important distinction is between Control-Plane Metadata (which DataNivra's hosted service receives) and Customer Source Data (which stays in your environment).
1.1 Account Data means information about Customer and its Users that DataNivra needs to administer accounts and the relationship, such as names, work email addresses, roles, identity-provider identifiers and billing contacts.
1.2 Affiliate means an entity that controls, is controlled by or is under common control with a party, where control means ownership of more than 50% of the voting interests.
1.3 Control-Plane Metadata means the data that the Customer-Resident Components or Users send to, or create in, the Hosted Service in order to operate the Platform, limited by design to: identifiers and job state; names and data types of schemas, tables and columns; policies and their versions; aggregate metrics (such as row counts and durations); evidence references (such as checksums and customer-side artifact locations); secret references (never secret values); audit events; and usage meters. Control-Plane Metadata includes Account Data processed within the Hosted Service. It does not include Customer Source Data.
1.4 Customer Data means Control-Plane Metadata and any other data that Customer or its Users submit to the Hosted Service, together with Customer Source Data and Outputs.
1.5 Customer Environment means the infrastructure that Customer owns, operates or controls (for example its data centres, private networks or cloud accounts), in which the Customer-Resident Components run.
1.6 Customer-Resident Components means the parts of the Platform that Customer installs and runs in the Customer Environment and that perform all row-level processing, including the DataNivra Agent, the test data management engine, industry packs, and any self-hosted control plane that Customer is licensed to run (today a scaffold, available on request).
1.7 Customer Source Data means the data held in Customer's source and target systems (including production data) and every copy, sample, subset, masked or synthetic derivative of it that the Customer-Resident Components create or process in the Customer Environment.
1.8 Documentation means the user and technical documentation for the Platform that DataNivra makes available, as updated from time to time.
1.9 Entitlements means the limits and features of Customer's Subscription (for example numbers of agents, data sources, datasets, jobs per month and concurrent jobs; industry packs; single sign-on through OpenID Connect (OIDC); separation of duties; audit retention; deployment model; support level), as set out in the Order Form or the Plan.
1.10 Hosted Service means the DataNivra-operated control plane (including the API, the web console and related services) that DataNivra provides as a service over the internet.
1.11 Installable Software means the Customer-Resident Components and any command-line interface (CLI), software development kits (SDKs), container images, packages and licence tooling that DataNivra provides for installation, together with updates to them.
1.12 Order Form means an ordering document or online checkout that DataNivra accepts and that references these Terms, specifying the Plan, Subscription Term, Entitlements and Fees.
1.13 Outputs means datasets, reports, certification evidence and other results that the Platform generates for Customer from Customer Data.
1.14 Plan means the subscription plan (for example Developer, Team, Enterprise or Private Cloud / Self-Hosted) described on DataNivra's pricing page or in an Order Form. Plan names and contents are illustrative until stated in an Order Form.
1.15 Platform means, collectively, the Hosted Service, the Installable Software and the Documentation.
1.16 Subscription means Customer's right to use the Platform for the Subscription Term within its Entitlements, including a Trial.
1.17 Subscription Term means the period stated in the Order Form (or, for an online subscription, each billing period), including renewals.
1.18 Users means the individuals whom Customer authorises to use the Platform under Customer's account, such as employees and contractors.
1.19 Fees means the amounts payable for a Subscription as stated in the Order Form or at checkout.
1.20 Trial means a time-limited evaluation Subscription offered without charge.
2. The Platform and the privacy boundary
In plain English: DataNivra is built so that your production rows are processed only by software running in your environment. Our hosted service receives metadata, not your data rows.
2.1 Architecture. The Platform is split into (a) the Hosted Service, which provides governance, self-service, orchestration and audit, and (b) the Customer-Resident Components, which perform discovery, classification, subsetting, masking, synthetic generation, validation, certification and provisioning inside the Customer Environment.
2.2 What the Hosted Service receives. The Platform is designed so that the Hosted Service receives only Control-Plane Metadata. Customer Source Data, credentials and key material remain in the Customer Environment. The Customer-Resident Components apply an egress guard that inspects outgoing messages against an allow-list and content detectors and blocks messages that appear to contain raw data values; the Hosted Service applies the same checks on receipt. These controls reduce, but cannot completely eliminate, the risk that Customer-supplied identifier names or free-text fields contain personal or sensitive data (see section 7.3).
2.3 Deployment models. The Platform may be provided (a) as the Hosted Service with Customer-Resident Components (the default), (b) as a dedicated private cloud instance operated by DataNivra, on request, or (c) as a self-hosted control plane operated by Customer, which today is a scaffold available on request. The Order Form states which model applies.
3. Accounts and authorised Users
In plain English: you control who has access, and you are responsible for what your Users do.
3.1 Registration. Customer must provide accurate and complete registration information and keep it current.
3.2 Users. Customer may permit Users to access the Platform within its Entitlements. Customer is responsible for its Users' compliance with these Terms and for all activity under its account. Customer assigns roles and permissions to Users and is responsible for configuring separation of duties where its Plan provides it.
3.3 Credentials and sign-in. Users sign in through the identity provider that Customer configures (for example single sign-on through an OpenID Connect (OIDC) identity provider). Customer is responsible for its identity provider, for keeping credentials, enrollment tokens and API tokens confidential, and for promptly removing or reducing the access of Users who should no longer have it. Customer must notify DataNivra promptly of any suspected unauthorised access.
3.4 Affiliates. Customer's Affiliates may use the Platform under Customer's Subscription if the Order Form allows it; Customer remains responsible for them.
4. Subscriptions, Plans and Entitlements
In plain English: what you can use is defined by your Order Form or Plan. When you reach a limit, the Platform refuses the extra operation rather than charging you overage.
4.1 Grant. Subject to these Terms and payment of the Fees, DataNivra grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Hosted Service, and to use the Installable Software under the EULA, for Customer's internal business purposes and within its Entitlements.
4.2 Entitlements and limits. Entitlements are enforced by the Platform. When an operation would exceed a limit (for example enrolling an additional agent or starting a job beyond the monthly or concurrent job limit), the Platform refuses that operation. DataNivra does not charge overage fees unless an Order Form expressly provides for them. Customer may upgrade its Plan or Entitlements through a new or amended Order Form.
4.3 Precedence of entitlements. Where more than one source of Entitlements applies, a signed Order Form (manual contract) prevails over a licence file, which prevails over an online subscription, which prevails over a Trial.
4.4 Usage metering. The Platform meters usage from Control-Plane Metadata only (for example numbers of jobs, processing time, aggregate rows and bytes processed, and numbers of agents, sources, datasets and industry packs). No Customer Source Data is uploaded for metering.
4.5 No prices in these Terms. Fees, Plans and Entitlements are stated in the Order Form or on DataNivra's pricing page at the time of purchase. These Terms do not set prices.
5. Trials
In plain English: trials are free, time-limited and provided as-is.
5.1 Trial terms. DataNivra may offer a Trial of a Plan. The Trial length is stated when the Trial starts (by default in the Plan catalogue) and no payment method is required. Each Customer may have one Trial per Plan unless DataNivra agrees otherwise.
5.2 End of Trial. When a Trial ends, the Entitlements it granted end unless Customer has purchased a Subscription. Operations that require those Entitlements are then refused.
5.3 Trial disclaimer. Trials are provided as is, without any warranty, support commitment or indemnity, and DataNivra's total liability arising from a Trial is limited to US $100, to the extent permitted by law. Customer should use only synthetic or non-production data during a Trial unless it has satisfied itself that its use is lawful.
6. Fees, invoicing, taxes, renewal and cancellation
In plain English: you pay the Fees in your Order Form or at checkout; subscriptions renew unless cancelled; cancellation takes effect at the end of the current period; if a payment fails there is a short grace period before paid features stop.
6.1 Fees. Customer will pay the Fees stated in the Order Form or at checkout. Except as stated in these Terms or the Order Form, Fees are non-cancellable and non-refundable, except where applicable law requires otherwise.
6.2 Invoicing and payment. For Subscriptions purchased under an Order Form, DataNivra will invoice Customer as stated in the Order Form, and invoices are payable within 30 days of the invoice date. For online Subscriptions, Fees are charged in advance for each billing period through DataNivra's payment processor (see the Privacy Policy for the processor used). DataNivra does not store full payment card details.
6.3 Taxes. Fees exclude taxes, levies and duties (such as VAT, GST or sales tax). Customer is responsible for all such taxes associated with its purchases, other than taxes on DataNivra's net income. If DataNivra is required to collect them, they will be added to the invoice or charge.
6.4 Renewal. Unless the Order Form states otherwise, each Subscription renews automatically for successive periods equal to the expiring period (for online Subscriptions, each billing period) unless either party gives notice of non-renewal before the end of the current period. Any change to Fees on renewal will be notified in advance as stated in the Order Form or, if none, at least 30 days before the renewal.
6.5 Cancellation. Customer may cancel an online Subscription at any time through the console or by notice to DataNivra. Unless DataNivra and Customer agree to an immediate cancellation, cancellation takes effect at the end of the current billing period, and Customer keeps access until then. Immediate cancellation ends the paid Entitlements at once and does not entitle Customer to a refund unless required by law or stated in the Order Form.
6.6 Late or failed payment and grace period. If a payment fails or an invoice is overdue, the Subscription becomes past due. DataNivra will give Customer a grace period of seven (7) days from the first failed payment (or any longer period stated in the Order Form) to pay. If payment is received during the grace period, the Subscription continues. If it is not, the paid Entitlements of that Subscription end at the end of the grace period and operations that require them are refused; Customer's account and Control-Plane Metadata are not deleted at that point and are handled as described in section 16. Overdue amounts may bear interest at the lower of 1.5% per month or the maximum rate permitted by law.
6.7 Disputes. Customer must raise any good-faith dispute about an invoice within 15 days of receiving it; the parties will work together to resolve it, and DataNivra will not suspend for non-payment of the disputed amount while they do.
7. Acceptable use and restrictions
In plain English: use the Platform lawfully, only with data you have the right to use, and never try to send production rows to our hosted service.
7.1 Restrictions. Customer will not, and will not permit anyone to:
- copy, modify, translate or create derivative works of the Platform, except as the Documentation or the EULA expressly permits;
- reverse engineer, decompile, disassemble or otherwise attempt to derive source code, algorithms or trade secrets of the Platform, except to the extent applicable law expressly permits this despite this restriction;
- sell, resell, rent, lease, sublicense, distribute, or provide the Platform to third parties as a service bureau or managed service, except as the Order Form permits;
- remove, alter or obscure proprietary notices, or circumvent, disable or interfere with licence checks, Entitlement enforcement, the egress guard, audit logging or other security or privacy controls;
- access the Platform to build a competing product, or benchmark it for publication without DataNivra's prior written consent;
- use the Platform with data that Customer does not have the right or a lawful basis to process, or in violation of any law, regulation or third-party right;
- configure, modify or use the Platform, its APIs or any integration so as to transmit raw Customer Source Data, production rows, credentials, secret values or key material to the Hosted Service, including by placing such data in names, descriptions, labels, comments, free-text fields or support requests;
- upload malware, or interfere with or disrupt the integrity or performance of the Platform or other customers' use of it;
- attempt to access another customer's tenant or data, or to probe, scan or test the vulnerability of the Hosted Service, except under a written security-testing authorisation from DataNivra; or
- use the Platform in violation of section 18 (export controls and sanctions).
7.2 Security testing and vulnerability reports. Customer may test the Installable Software in its own environment. Testing of the Hosted Service requires DataNivra's prior written permission and must follow the scope and rules DataNivra provides. Suspected vulnerabilities should be reported privately through the channel described in DataNivra's security policy.
7.3 Accidental transmission. If Customer becomes aware that Customer Source Data, credentials or secret values have been sent to the Hosted Service, it will notify DataNivra promptly so that the data can be located and deleted. DataNivra will do the same if it becomes aware of such data.
8. Customer responsibilities
In plain English: you decide what data to use and how to protect it. The Platform helps with classification and masking, but you remain responsible for checking the results and for your own compliance.
8.1 Lawful basis. Customer is solely responsible for having all rights, consents, notices and legal bases required to process Customer Data with the Platform, including in the Customer Environment.
8.2 Configuration. Customer is responsible for configuring the Platform appropriately, including selecting data sources and targets, defining and approving masking, subsetting and synthetic-generation policies, assigning roles, configuring separation of duties, and setting retention.
8.3 Classification is decision support. Automated discovery and classification of sensitive data is decision support. It may miss or misclassify data. Customer must review classifications and policies before relying on them.
8.4 Certification is not a guarantee. A dataset marked as certified has passed the validation and privacy checks configured for it at the time. Certification does not guarantee that a dataset is anonymous, that re-identification is impossible, or that its use complies with any law or regulation. Customer decides whether and how to use Outputs.
8.5 Customer Environment. Customer is responsible for the security, availability, backup and operation of the Customer Environment, the Customer-Resident Components it runs, its source and target systems, its secrets and key management (including pseudonymisation keys, which remain under Customer's control), and network access between the Customer-Resident Components and the Hosted Service.
8.6 Regulatory obligations. Customer remains responsible for its own compliance with laws and regulations that apply to it and to Customer Data (for example health, financial, privacy and data-protection laws).
9. DataNivra responsibilities and security
In plain English: we operate the hosted service with reasonable care and security measures, and we process personal data only as the DPA describes.
9.1 Provision of the Hosted Service. DataNivra will provide the Hosted Service in accordance with these Terms, the Order Form and the Documentation, using commercially reasonable care and skill.
9.2 Security. DataNivra will maintain administrative, technical and organisational measures designed to protect Control-Plane Metadata, as summarised in Annex 2 of the DPA. These measures include tenant isolation, encryption in transit, role-based access control, tamper-evident audit logging and logging that excludes data values. DataNivra may update its measures provided it does not materially reduce the overall level of protection.
9.3 Data processing. To the extent Control-Plane Metadata includes personal data, DataNivra processes it as Customer's processor under the DPA.
9.4 Personnel and sub-processors. DataNivra is responsible for its personnel and sub-processors in performing its obligations under these Terms.
9.5 No certification claims. DataNivra does not represent that it holds any third-party security or compliance certification or attestation unless one is expressly identified in the Order Form.
10. Availability and support
In plain English: we aim to keep the hosted service available but these Terms do not include an uptime commitment. A service level agreement applies only if your Order Form includes one.
10.1 Availability. DataNivra will use commercially reasonable efforts to make the Hosted Service available, subject to planned maintenance, emergency maintenance and events beyond its reasonable control. No service level, uptime percentage or service credit applies unless an Order Form expressly includes a service level agreement.
10.2 Customer-Resident operation. Because row-level processing runs in the Customer Environment, the availability of the Customer Environment and of network access to the Hosted Service also affects Customer's use of the Platform.
10.3 Support. DataNivra will provide the support level associated with Customer's Plan or Order Form through the channels described in the Documentation. Support requests must not contain Customer Source Data, credentials or secret values.
10.4 Changes to the Platform. DataNivra may improve and change the Platform. DataNivra will not materially reduce the core functionality of a paid Subscription during its current Subscription Term, except where required by law, for security reasons, or to address a third-party change outside its control, in which case it will give reasonable notice where practicable.
11. Confidentiality
In plain English: each side keeps the other's confidential information secret and uses it only for this relationship.
11.1 Definition. Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer's Confidential Information includes Customer Data. DataNivra's Confidential Information includes the Platform, its non-public Documentation, pricing and security information.
11.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its and its Affiliates' personnel, contractors and advisers who need to know it and are bound by comparable obligations.
11.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is lawfully received from a third party without restriction.
11.4 Compelled disclosure. The receiving party may disclose Confidential Information if required by law, after giving prompt notice where legally permitted and reasonable assistance to seek protection.
12. Intellectual property
In plain English: DataNivra owns the Platform; you own your data and your Outputs. If you give us feedback we can use it.
12.1 DataNivra ownership. DataNivra and its licensors own all right, title and interest in and to the Platform, including all improvements, derivative works and intellectual property rights in it. The Platform is licensed, not sold. All rights not expressly granted are reserved. The Platform is proprietary software; it is not open-source software.
12.2 Customer ownership. As between the parties, Customer owns Customer Data and Outputs. Customer grants DataNivra a non-exclusive, worldwide licence during the Subscription Term to host, copy, process and display Control-Plane Metadata and other Customer Data submitted to the Hosted Service solely to provide, secure and support the Platform, meter usage and comply with law, as described in these Terms and the DPA.
12.3 Aggregated service data. DataNivra may create and use de-identified, aggregated statistics about the operation and use of the Platform (for example counts of jobs or error codes) to operate, secure and improve the Platform, provided that such statistics do not identify Customer, its Users or any individual and contain no Customer Source Data.
12.4 Feedback. If Customer or its Users provide suggestions or feedback about the Platform, DataNivra may use it without restriction or obligation. Feedback does not include Customer Data or Customer's Confidential Information.
12.5 Third-party components. The Platform includes third-party open-source components that are licensed under their own terms, which are reproduced in the THIRD_PARTY_NOTICES.txt file distributed with the Platform. Those terms govern those components; nothing in these Terms restricts rights granted by them.
13. Suspension
In plain English: we may temporarily suspend access to prevent harm, and we will tell you why and restore access as soon as the issue is fixed.
13.1 Grounds. DataNivra may suspend access to all or part of the Hosted Service, or particular Users or agents, if (a) Customer's use poses a security risk to the Platform or others, (b) Customer materially breaches section 7, (c) suspension is required by law, or (d) payment is overdue after the grace period in section 6.6 and after DataNivra has given notice.
13.2 Scope and notice. DataNivra will limit the suspension to the extent and duration reasonably necessary, give notice before suspending where practicable (and otherwise promptly afterwards), and restore access promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations.
14. Warranties and disclaimers
In plain English: we make a small number of promises; beyond those, the Platform is provided without warranties, and in particular we do not promise that using it makes you compliant with any law.
14.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
14.2 DataNivra. DataNivra warrants that during a paid Subscription Term (a) the Hosted Service will perform materially in accordance with the Documentation, and (b) it will not materially decrease the overall security of the Hosted Service. Customer's exclusive remedy for breach of this warranty is for DataNivra to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, for either party to terminate the affected Subscription and for DataNivra to refund prepaid Fees for the remaining period.
14.3 No warranty of compliance. DataNivra does not warrant that use of the Platform, any classification, masking or synthetic generation, or any certified dataset satisfies any legal or regulatory requirement, including under HIPAA, the GDPR or UK GDPR, the CCPA/CPRA, GLBA, PCI DSS or any other law, regulation or industry standard. Nothing in the Platform or its Documentation is legal advice.
14.4 General disclaimer. Except as expressly stated in these Terms, the Platform, Outputs and any Trial are provided as is and as available, and DataNivra disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation, to the maximum extent permitted by law.
15. Limitation of liability
In plain English: each side's liability is capped and excludes indirect losses, except for the matters that the law or these Terms do not allow to be limited.
15.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data (other than as a result of a breach of its data-protection or confidentiality obligations), however caused.
15.2 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the Fees paid or payable by Customer to DataNivra under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.
15.3 Exceptions. The exclusions and cap in sections 15.1 and 15.2 do not apply to (a) Customer's payment obligations, (b) a party's indemnification obligations, (c) a party's infringement or misappropriation of the other party's intellectual property rights, (d) Customer's breach of section 7, or (e) liability that cannot be limited under applicable law (such as for fraud or for death or personal injury caused by negligence). For breaches of confidentiality or applicable data-protection obligations, the parties may agree to a separate aggregate cap of two (2) times the cap in section 15.2.
16. Term, termination, and data export and deletion
In plain English: either side can end the agreement for a serious uncured breach. After it ends you have a window to ask for an export of your control-plane data, and then we delete it. Your source data never left your environment.
16.1 Term. These Terms apply from the date Customer first accepts them or signs an Order Form until all Subscriptions have ended.
16.2 Termination for cause. Either party may terminate these Terms or an Order Form by notice if the other party materially breaches it and does not cure the breach within thirty (30) days of notice, or if the other party becomes insolvent or subject to comparable proceedings.
16.3 Effect. On termination or expiry, Customer's rights to use the Platform end, Customer will stop using and uninstall the Installable Software as required by the EULA, and any unpaid Fees for the period before termination become due. If DataNivra terminates for its own material breach, it will refund prepaid Fees for the remaining period.
16.4 Export. For 30 days after termination or expiry, Customer may request an export of its Control-Plane Metadata in a commonly used, machine-readable format that DataNivra makes available. Until a self-service export is available in the console, DataNivra will provide the export on written request.
16.5 Deletion. After the export window, DataNivra will delete Control-Plane Metadata relating to Customer within 30 days, except for (a) data it must retain by law, (b) records needed to establish, exercise or defend legal claims, (c) billing and tax records, and (d) copies in backups, which will be deleted in the ordinary backup cycle and protected in the meantime. Retention of audit events follows the audit retention period configured for Customer's account.
16.6 Customer Source Data. Customer Source Data and Outputs remain in the Customer Environment and under Customer's control throughout. On termination Customer is responsible for removing the Customer-Resident Components and for deleting or retaining any local workspaces, datasets and keys in accordance with its own policies.
16.7 Survival. Sections 1, 6 (for amounts owed), 7, 11, 12, 14, 15, 16, 17 and 19 to 23 survive termination.
17. Indemnities
In plain English: we defend you if the Platform infringes someone's intellectual property; you defend us if your data or unlawful use causes a third-party claim.
17.1 By DataNivra. DataNivra will defend Customer against any third-party claim alleging that the Platform, as provided by DataNivra and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, DataNivra may modify the Platform, obtain a licence, or terminate the affected Subscription and refund prepaid Fees for the remaining period. This obligation does not apply to claims arising from Customer Data, third-party or open-source components used under their own licences, combinations with items not provided by DataNivra, modifications not made by DataNivra, or use in breach of these Terms.
17.2 By Customer. Customer will defend DataNivra against any third-party claim arising from Customer Data (including a claim that Customer lacked the right or lawful basis to process it) or from Customer's use of the Platform in breach of section 7 or applicable law, and will pay damages and costs finally awarded or agreed in settlement.
17.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and give reasonable assistance at the indemnifying party's expense.
18. Compliance with laws, export controls and sanctions
18.1 Each party will comply with the laws that apply to it in performing these Terms, including anti-bribery laws.
18.2 The Platform may be subject to export-control and sanctions laws. Customer will not export, re-export or make the Platform available to any person or destination in breach of those laws, and confirms that neither it nor its Users are the subject of sanctions that would prohibit the relationship.
19. Publicity
19.1 DataNivra will not use Customer's name, logo or trademarks, or describe Customer as a customer, in marketing or public materials without Customer's prior written consent. Customer may withdraw that consent at any time for future materials.
20. Changes to these Terms
20.1 DataNivra may update these Terms. For an existing Subscription, changes take effect at the start of the next renewal term, unless they are required by law or relate to new features, in which case they take effect on notice. DataNivra will give at least 30 days' notice of material changes by email to Customer's account administrators or through the console. Changes do not alter a signed Order Form unless both parties agree in writing.
21. Governing law and venue
21.1 These Terms are governed by the laws of the State of North Carolina, United States, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 The courts of the state courts located in Wake County, North Carolina, and the United States District Court for the Eastern District of North Carolina, as applicable have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.
22. Notices
22.1 Legal notices to DataNivra must be sent to legal@datanivra.com and 4030 Wake Forest Rd Ste 349, Raleigh, North Carolina 27609. Notices to Customer will be sent to the email address of its account administrator or the address in the Order Form. Notices are effective on receipt, or on the next business day if sent by email outside business hours.
23. General
23.1 Order of precedence. If there is a conflict, the following order applies: (1) the Order Form, (2) the Data Processing Addendum (for the processing of personal data), (3) these Terms (and, for Installable Software, the EULA), and (4) the Documentation.
23.2 Entire agreement. These Terms, the Order Form, the EULA and the DPA are the entire agreement between the parties on their subject matter and supersede prior agreements. Terms in Customer purchase orders or other Customer documents do not apply.
23.3 Assignment. Neither party may assign these Terms without the other party's consent, except to an Affiliate or a successor in a merger, acquisition or sale of substantially all relevant assets, on notice.
23.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than payment obligations.
23.5 Independent contractors. The parties are independent contractors. There are no third-party beneficiaries.
23.6 Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver.
23.7 Language. These Terms are drafted in English. Translations are for convenience only.