PENTADATA PLATFORM PILOT AGREEMENT
Last updated January 1, 2020
Pentadata, Inc. (“Pentadata”) offers a proprietary platform (the “Platform”) that allows you and other subscribers to access fully permissioned consumer data and transaction information. Pentadata wishes to grant you trial access to the Platform on a pilot basis (the “Pilot”). Except as expressly provided herein, this Pilot Agreement (“Agreement”) contains the terms and conditions that govern the Pilot and your access to and use of the Platform. Your access to, review of, or use of the Platform is conditioned on your acceptance of and compliance with this Agreement.
Platform Pilot Overview. During the Pilot, you may access the Platform solely for internal evaluation purposes.
Term. You will have access to the Platform for thirty (30) days or as otherwise agreed upon by you and Pentadata.
Restrictions. You shall not (a) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Platform, (b) make the Platform available to any third parties other than as expressly permitted in this Agreement, (c) modify, adapt, translate, or create derivative works based on the Platform except as may be expressly permitted by this Agreement, (d) reproduce any portion of the Platform except as expressly permitted herein, or (e) permit or authorize any party to do any of the foregoing.
Confidential Information. The parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means any written, machine-reproducible, and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure. Pentadata Confidential Information includes, without limitation, the Platform, and any other sensitive information whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Platform.
Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. The foregoing exceptions do not apply to Personal Information or any other personally identifiable information that is protected by applicable privacy or similar laws.
Use and Nondisclosure. During the Pilot and for a period of five (5) years after expiration or termination of the Pilot, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
Termination. Either you or Pentadata may terminate the Pilot without further obligation at any time by providing notice (which may include email notice) to the other party. In the event of such a termination, each party shall bear its own costs and neither shall have any further obligations to the other (other than the obligations related to confidentiality as detailed herein).
Survival. The confidentiality obligations of the parties under this Agreement shall remain in effect for five (5) years after the termination or expiration of the Pilot.
Representations and Warranties. Pentadata provides the Platform on an as-is basis, and does not make any warranties, or assume any liability for the use thereof by you. Notwithstanding the foregoing, Pentadata represents and warrants that (i) it has all rights necessary to provide you with access to the Platform, and that the Platform does not violate any applicable law or regulation; and (ii) to a reasonable certainty no virus, turn-off device, invisible hypertext markup language hot link, Java applet Trojan horse, encryption code, lock-out devise or similar program, macro or script, nor other tracking functionality of a hidden nature not disclosed to you in advance of your access to the Platform, is present within the Platform.
Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the other party shall have the right to seek an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
Limitation of Liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, UNDER THIS AGREEMENT, IN NO EVENT WILL PENTADATA’S AGGREGATE TOTAL LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500).
Miscellaneous. This Agreement will bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement is governed by the laws of the State of California, without reference to conflict of laws principles. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.