PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE RECEIVING OR DISCLOSING CONFIDENTIAL INFORMATION WITH PEERNOVA OR USING THE PLATFORM OFFERED BY PEERNOVA, INC., A DELAWARE CORPORATION HAVING OFFICES AT 2055 GATEWAY PLACE, SUITE 750, SAN JOSE, CA 95110 (“PEERNOVA”). BY RECEIVING OR DISCLOSING CONFIDENTIAL INFORMATION WITH PEERNOVA OR BY CLICKING “I ACCEPT” OR ACCESSING OR USING THE PLATFORM IN ANY MANNER, YOU (“YOU” or “YOUR”) AGREE TO BE BOUND BY THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT SHARE CONFIDENTIAL INFORMATION WITH PEERNOVA OR USE OR ACCESS THE PLATFORM IN ANY MANNER.
1. Evaluation of Products
1.1 Access. Subject to all the terms of this Agreement, YOU and your authorized agents may access the Platform, for 14 days beginning on the day YOU obtain access credentials to the Platform, (the “Evaluation Period”) for the sole purpose of internally evaluating a purchase of a license for the Platform. You shall cease all use of the Platform on expiration of the Evaluation Period unless YOU enter into a subsequent license agreement. PEERNOVA may, at its discretion, shorten or extend the Evaluation Period or reduce access to the Platform. “Platform” means: PEERNOVA’s Cuneiform® platform, which is PEERNOVA’s zero-code platform that automates data quality, end-to-end visibility, and process correctness delivered on a Software as a Service model hosted on AWS, and related documentation.
1.2 IP Ownership and Restrictions. Title to all patents, copyrights, trade secrets, and other proprietary rights in or related to the Platform are and will remain the exclusive property of PEERNOVA and its licensors. You shall not copy, use, modify, or distribute the Platform. You shall not cause or permit the modification, distribution, reverse-engineering, decompilation, disassembly, or other translation of the Platform. You shall not alter, change, or remove from the Platform any identification, including copyright and trademark notices. You shall not use the Platform for third parties as a hosted service or business processing service. You shall not use the Platform for any benchmarking purposes including running benchmark tests or publishing benchmark, performance, or comparison tests or results, in whole or in part. You shall not submit or use any Personal Data on the Platform. “Personal Data” means personally identifiable information, personal data, personal information, protected health information, nonpublic personal information, and/or cardholder data, or similar information, as such terms are defined under state, federal, or international law, or the PCI DSS. YOU shall defend, hold harmless and indemnify PEERNOVA from any and all claims related to or arising from YOUR use of the Platform.
2. Confidentiality
2.1 “Confidential Information” of a party means any confidential or proprietary knowledge, information, materials, or trade secrets in which such party has rights, disclosed to the other party (“Receiving Party”), and which either party would reasonably expect or consider confidential or proprietary information, including but not limited to, information regarding business methods, products, services, finances, customers and potential customers, suppliers, pricing and rates, costs, expenses, marketing, technologies, properties, specifications, personnel, or organization, in various media, including but not limited to, oral, written, and electronic data form. Without limitation of the foregoing, PEERNOVA’s Confidential Information includes the Platform and any other technical and commercial information related thereto.
2.2 During the Evaluation Period, and continuing until the Confidential Information becomes subject to an exception in Section 2.5, each Receiving Party: (i) shall treat as strictly confidential all Confidential Information disclosed by the other party (the “Disclosing Party”); (ii) shall not disclose, disseminate, distribute, or transfer such Confidential Information to any third party other than Receiving Party’s personnel with a need to know such information for this Agreement and who are bound by written obligations of confidentiality no less restrictive than this Agreement without written consent of Disclosing Party; (iii) shall not use such Confidential Information except solely for its performance under this Agreement; and (iv) shall protect the Confidential Information by using at least the same care as the Receiving Party uses to protect its own confidential information of like nature to prevent any unauthorized access, use, dissemination, or publication of such Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party in writing if Receiving Party learns of any unauthorized access, use, dissemination, or publication of such Confidential Information.
2.3 Compelled Disclosure. Upon prior written notice (to the extent legally permissible) to the Disclosing Party, the Receiving Party may disclose Disclosing Party’s Confidential Information to the extent: (i) required by law or regulation to be disclosed; or (ii) required by order of a court or other governmental body. The Receiving Party agrees to assist the Disclosing Party (at the Disclosing Party’s expense) in all proper ways to limit or prevent the disclosure of such Confidential Information, and to obtain confidential treatment for any information so disclosed.
2.4 Return of Materials. The Receiving Party will return or destroy (at the Disclosing Party’s election) all Confidential Information (including all copies) received from the Disclosing Party within its possession, custody, or control promptly upon termination or expiration of this Agreement or upon the earlier written request of the Disclosing Party. At the request of the Disclosing Party, after such return or destruction, the Receiving Party shall certify in writing that such return or destruction has been accomplished.
2.5 Exceptions. Confidential Information does not include information which as evidenced in writing by the Receiving Party: (i) is known to the Receiving Party or later received from a third party, in each case with no confidentiality restriction; or (ii) is publicly known or becomes publicly known and made generally available through no wrongful act of the Receiving Party.
3. Disclaimers and Limitation of Liability
3.1 THE PLATFORM IS PROVIDED “AS IS,” AND PEERNOVA MAKES NO WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE PLATFORM OR ANY OTHER SERVICES PROVIDED, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT.
3.2 EXCEPT WITH REGARD TO CLAIMS BASED UPON YOUR BREACH OF SECTION 1.2 AND 2, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. PEERNOVA WILL NOT BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY LIABILITY TO YOU RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES. THESE LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S BREACH OF CONFIDENTIALITY IN SECTION 2 ABOVE.
3.3 YOU ACKNOWLEDGE THAT THE PROVISIONS FOR LIMITATION OF LIABILITY DESCRIBED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT PEERNOVA WOULD NOT BE WILLING TO ENTER THIS PRODUCT EVALUATION AGREEMENT WITHOUT THEM. THEREFORE, YOU AGREE TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.
4. General
4.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state courts in Santa Clara County, California and the federal courts in the Northern District of California, and each Party consents to such venue and personal jurisdiction.
4.2 Assignment. You may not assign or transfer, by merger, law, or otherwise, this Agreement or any right or duty under this Agreement to a third party without PEERNOVA’s prior written consent. Any purported assignment or transfer in violation of this Section is void.
4.3 Entire Agreement. This Agreement contains all the agreements, representations, and understandings of the Parties and supersedes any previous understandings, commitments, representations, or agreements, oral or written, regarding the subject of this Agreement.
4.4 Modification. This Agreement may not be modified or amended except in a written document signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified. Each Party waives any right it may have to claim this Agreement was modified other than under this Section.
