Terms of Service

Last Updated: 2026-04-25

1. Introduction and Acceptance

These Terms of Service (the “Terms”) form a legally binding agreement between Databrill UK Limited, a company registered in England and Wales (“Databrill”, “we”, “us”, “our”), and the customer entity identified at sign-up (“Customer”, “you”, “your”) governing your access to and use of the Databrill Core software-as-a-service product and associated software, libraries, command-line tools, web interfaces, and documentation (together, the “Service”).

By creating an account, accessing the Service, or clicking to accept these Terms, you confirm that (a) you are authorized to bind the Customer entity, (b) the Customer is a business or other organization (not a consumer), and (c) the Customer accepts these Terms.

If you do not accept these Terms, do not access or use the Service.

2. Definitions

“Amazon Information” means information and data obtained from the Amazon Selling Partner API, the Amazon Advertising API, or any related Amazon service, on behalf of Customer or Customer’s authorized seller accounts.

“Customer Data” means all data that Customer provides to the Service or that the Service collects on Customer’s behalf, including Amazon Information and any data Customer stores in a Customer Database.

“Customer Database” means the PostgreSQL database into which the Service writes Customer Data, whether (a) provided by Databrill as part of the Managed Database option or (b) supplied by Customer under the Bring-Your-Own-Database option.

“Documentation” means the user-facing technical documentation for the Service that Databrill makes available from time to time.

“Order” means an ordering document, online sign-up flow, or written agreement that identifies the Service tier and applicable fees.

“Subscription Term” means the period during which Customer is entitled to access the Service under an Order.

3. The Service

The Service extracts data from Amazon’s Selling Partner API and Amazon’s Advertising API on Customer’s behalf, on a schedule or on demand, and writes that data into a Customer Database. The Service also provides supporting features including credential management, sync status tracking, historical backfill, audit logging, and direct SQL access tooling.

Databrill may modify, add to, or remove features of the Service from time to time. Databrill will not materially degrade the core functionality described in the Documentation during a paid Subscription Term without giving Customer reasonable advance notice.

4. Accounts and Authorization

Customer must register an account to use the Service. Customer is responsible for (a) the accuracy of the information provided at registration, (b) maintaining the confidentiality of any credentials issued to Customer or its users, and (c) all activity that occurs under Customer’s account.

Customer authorizes Databrill to access Customer’s Amazon Selling Partner and Advertising accounts using OAuth tokens that Customer grants through Amazon’s standard authorization flows, solely for the purpose of providing the Service. Customer may revoke this authorization at any time directly in Amazon Seller Central or equivalent Amazon console; revocation will cause the Service to stop extracting data on Customer’s behalf.

5. License Grant

Subject to Customer’s compliance with these Terms and payment of applicable fees, Databrill grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service for Customer’s internal business purposes.

The license includes the right for Customer’s employees, contractors, and agents acting on Customer’s behalf (“Authorized Users”) to use the Service. Customer is responsible for the acts and omissions of its Authorized Users.

No license, right, or interest in or to the Service is granted other than those expressly set out in these Terms. All rights not expressly granted are reserved by Databrill.

6. Restrictions

Customer will not, and will not permit any Authorized User or third party to:

7. Customer Data and Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including all Amazon Information that the Service extracts on Customer’s behalf and writes to a Customer Database.

Customer grants Databrill a limited, non-exclusive, worldwide, royalty-free license during the Subscription Term to access, store, process, transmit, and otherwise use Customer Data solely as necessary to (a) provide and operate the Service, (b) prevent or address technical or security issues, and (c) comply with applicable law.

Databrill will not access Customer Data except as necessary to provide the Service or as expressly authorized in writing by Customer. Databrill will not sell Customer Data and will not use Customer Data to train any machine learning model without Customer’s prior written consent.

For Customer Databases provided under the Bring-Your-Own-Database option, Customer is solely responsible for the configuration, security, backup, and availability of the Customer Database. Databrill’s responsibility is limited to writing Customer Data to the Customer Database in accordance with the Documentation.

8. Amazon Information

This Section 8 reflects Databrill’s obligations under Amazon’s Data Protection Policy and is incorporated into these Terms for the benefit of Customer.

Authorized Use. Databrill will use Amazon Information only as necessary to provide the Service to Customer. Databrill will not use Amazon Information for purposes outside that authorized use, including advertising, marketing, or sale to third parties.

Retention and Deletion. Databrill will retain Amazon Information only for as long as necessary to provide the Service. On termination of the Subscription Term, or on Customer’s written request, Databrill will delete or return Amazon Information held on Customer’s behalf within the period required by Amazon’s then-current Data Protection Policy, except where retention is required by applicable law.

Security. Databrill will implement and maintain administrative, physical, and technical safeguards designed to protect Amazon Information, including encryption of credentials at rest, encryption in transit between Databrill and Amazon endpoints, role-based access controls, and audit logging of access to Amazon credentials. Specific security commitments are described in the Documentation and may be updated from time to time.

Personally Identifiable Information. Where Amazon Information includes personally identifiable information of buyers or other third parties (“PII”), Databrill will treat such PII in accordance with Amazon’s Data Protection Policy and applicable data-protection law, including, where applicable, the UK GDPR and the EU GDPR.

Incident Notification. Databrill will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any confirmed unauthorized access to or disclosure of Amazon Information held on Customer’s behalf. Notification will include the information reasonably necessary for Customer to comply with its own notification obligations under applicable law and under Amazon’s Data Protection Policy.

Subprocessors. Databrill may engage subprocessors (for example, cloud infrastructure providers and managed-database providers) to assist in providing the Service. Databrill will impose data-protection obligations on subprocessors that are no less protective than those in this Section 8 and will remain responsible for the acts and omissions of its subprocessors.

9. Fees and Payment

Customer will pay the fees set out in the applicable Order. Unless the Order states otherwise, fees are payable monthly in advance, in pounds sterling or US dollars as specified in the Order, by credit card, direct debit, or such other method as the parties agree in writing.

Fees are exclusive of VAT and other applicable taxes, which Customer will pay in addition.

Databrill may change its fees on at least thirty (30) days’ written notice. A fee change will take effect at the start of the next Subscription Term renewal.

Undisputed invoices that remain unpaid for more than thirty (30) days after the due date may, at Databrill’s option, result in suspension of the Service, after Databrill has given Customer at least seven (7) days’ notice and an opportunity to cure.

10. Term, Termination, and Suspension

Subscription Term. The initial Subscription Term is the period stated in the Order. The Subscription Term will automatically renew for successive periods of equal length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Termination for Cause. Either party may terminate these Terms with immediate effect on written notice if the other party (a) commits a material breach that is not cured within thirty (30) days of written notice, or (b) becomes insolvent, ceases to do business, or enters into any analogous proceeding.

Termination for Convenience by Databrill. Databrill may terminate these Terms or the Service for convenience on at least sixty (60) days’ written notice. In that case, Databrill will refund any prepaid fees attributable to the unused portion of the Subscription Term.

Effect of Termination. On termination, (a) Customer’s license to use the Service ends, (b) Customer remains liable for any fees accrued before termination, and (c) Databrill will, on Customer’s written request received within thirty (30) days of termination, return or delete Customer Data in accordance with Section 8 and the Documentation. Customer Data held in a Bring-Your-Own-Database Customer Database remains in Customer’s control; Databrill is not responsible for returning or deleting it.

Suspension. Databrill may suspend Customer’s access to the Service without prior notice if Databrill reasonably determines that (a) continued access poses a security risk, (b) continued access would cause Databrill to violate any law or third-party right, including Amazon’s terms or Data Protection Policy, or (c) Customer is in material breach of Section 6 (Restrictions). Databrill will give notice of the suspension promptly thereafter and will restore access once the underlying issue is resolved.

11. Confidentiality

Each party may receive information of the other party that is confidential or proprietary (“Confidential Information”). Each party will (a) use the other party’s Confidential Information only as necessary to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information of similar importance, and in any event no less than a reasonable degree of care, and (c) not disclose it to any third party except to employees, contractors, and agents who need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction.

Either party may disclose Confidential Information as required by law, provided that, where legally permitted, it gives the other party reasonable advance notice and an opportunity to seek a protective order.

12. Intellectual Property

As between the parties, Databrill owns all right, title, and interest in and to the Service, including all software, code, schemas, user interfaces, Documentation, and all derivatives, modifications, and improvements thereof, and all related intellectual property rights.

Customer grants Databrill a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use any feedback, suggestions, or ideas Customer provides about the Service, without restriction or obligation.

13. Warranties and Disclaimers

Each party represents and warrants that it has the right and authority to enter into and perform under these Terms.

Databrill warrants that the Service will perform in material conformance with the Documentation during the Subscription Term. Customer’s exclusive remedy for breach of this warranty is for Databrill to use commercially reasonable efforts to correct the nonconformity or, if it cannot do so within a reasonable period, to terminate the affected portion of the Service and refund the prepaid fees attributable to the unused portion of the Subscription Term.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DATABRILL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DATABRILL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL OBTAIN OR PRESERVE ANY PARTICULAR DATA FROM AMAZON’S APIS, WHICH ARE PROVIDED AND CONTROLLED BY AMAZON.

14. Limitation of Liability

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW (INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE AND FOR FRAUD), AND EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 6 (RESTRICTIONS), SECTION 11 (CONFIDENTIALITY), OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS:

(a) Neither party will be liable for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, lost revenues, lost business, or loss of data, even if advised of the possibility of such damages.

(b) 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 Databrill under the applicable Order in the twelve (12) months preceding the event giving rise to the liability.

15. Indemnification

By Databrill. Databrill will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes that third party’s intellectual property rights, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to the extent the claim arises from (a) Customer Data, (b) modifications to the Service not made by Databrill, or (c) Customer’s use of the Service in combination with anything not provided by Databrill where the infringement would not have occurred but for the combination.

By Customer. Customer will defend Databrill against any third-party claim arising from (a) Customer Data, (b) Customer’s breach of Section 6 (Restrictions), or (c) Customer’s violation of any law or third-party right (including Amazon’s terms) in connection with use of the Service, and will pay any damages finally awarded or agreed in settlement.

Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation. The indemnifying party will not settle any claim that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent.

16. Compliance with Amazon Terms

Customer acknowledges that Customer’s use of the Service is also subject to Customer’s separate agreements with Amazon, including the Amazon Services Business Solutions Agreement, the Selling Partner API Developer Agreement and License Agreement (as it applies to Databrill), the Amazon Advertising API Acceptance and License Agreement (as it applies to Databrill), and Amazon’s Data Protection Policy. In the event of a conflict between these Terms and Amazon’s binding requirements applicable to Databrill, Amazon’s requirements will control, but only to the extent of the conflict.

17. Changes to These Terms

Databrill may update these Terms from time to time. Material changes will take effect no earlier than thirty (30) days after Databrill posts the updated Terms or notifies Customer by email. Customer’s continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer does not accept the updated Terms, Customer’s sole remedy is to terminate the Service under Section 10 and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

18. Notices

Notices to Databrill must be in writing and sent to legal@databrill.com. Notices to Customer will be sent to the email address associated with Customer’s account. Notices are deemed received on the next business day after sending.

19. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that Databrill may bring proceedings to enforce its intellectual property rights or to seek injunctive relief in any court of competent jurisdiction.

20. Miscellaneous

Entire Agreement. These Terms, together with any Order and any document expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications, written or oral, regarding the Service.

Order of Precedence. In the event of a conflict, the order of precedence is: (a) the Order, (b) any executed addendum, (c) these Terms.

Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.

Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

No Third-Party Beneficiaries. These Terms do not confer any rights on any person other than the parties, except that the Contracts (Rights of Third Parties) Act 1999 is excluded to the extent permitted by law.

Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, action of any government, internet or telecommunications failure, or failure of Amazon’s APIs.

Severability. If any provision of these Terms is held unenforceable, the remainder will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

Survival. Sections that by their nature should survive termination (including Sections 7, 8, 11, 12, 13, 14, 15, 19, and 20) will survive.