Bornio Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SOFTWARE OFFERED BY BORNIO, INC. (“BORNIO” OR “COMPANY”). BY ACCESSING OR USING THE SOFTWARE IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (THE “AGREEMENT”) 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 “CUSTOMER” AND “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SOFTWARE IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Definitions

Term: “Authorized Use”

Definition: means the purposes for which Customer may use the Software as set forth in this table.

Value: Trial use for customer internal data privacy use cases evaluation only.

Term: “Loan Period”

Definition: means the period of time identified in this table from the Effective Date.

Value: 30 days

Term: “Software”

Definition: means the Bornio software product(s) listed in this table, and all updates or replacements provided by Bornio.

Value: Bornio, Bornio Studio, Bornio Data Policy Recommendation, and Bornio Data Privacy Filters.

Term: “Additional Use Limitations”

Definition: means any additional use limitations or restrictions applicable to Customers use of the Software as specified in this table.

Value: 3rd party data ingestion, 3rd party collaboration, competitive analysis.

2. License Grant and Limitations.

Subject to the terms and conditions of this Agreement, Bornio hereby grants to Customer, and Customer hereby accepts from Bornio, a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to make use of the Software made for the Authorized Use. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in this Section 2; (b) make copies of the Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in this Section 2; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Software; or (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Software or copies thereof.

3. Term and Termination.

This Agreement will commence on the day Customer first accesses, uses or downloads the Software (the “Effective Date”) and will end at the end of the Loan Period, unless terminated earlier in accordance with this Agreement. The term may only be extended by Bornio’s issuance of a separate writing specifying a later date. Either party may terminate this Agreement by providing ten (10) days prior written notice to the other party. If Customer fails to meet any of its obligations under this Agreement, Bornio may terminate this Agreement by giving written notice to Customer, indicating the effective date of termination.

4. Delivery.

Bornio will make the Software available for electronic download. Customer will be responsible for the installation of all required non-Bornio software and equipment.

5. Authorized Use, Feedback, and Support.

Bornio provides Software to Customer solely for use in accordance with the terms of this Agreement and only for an Authorized Use. Customer may not use the Software for any other purposes and shall be solely liable to Bornio and third parties for any such uses. Customer may from time to time provide suggestions, comments, or other feedback to Bornio with respect to the Software (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Bornio notwithstanding anything to the contrary. Customer shall, and hereby does, grant to Bornio a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Bornio shall have no obligation to correct any bugs, defects, or errors in the Software, or to otherwise provide support assistance to Customer during the Authorized Period.

6. Ownership.

Bornio or its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. Customer may not transfer the Software to anyone else. Customer will not reproduce or modify the Software or any portion thereof, except as specifically authorized by this Agreement.

7. Confidential Information.

“Confidential Information” shall mean the terms of this Agreement and any documentation or information related to the Software or Software that is of a confidential or proprietary nature. Confidential Information shall not include information which Customer can demonstrate: (a) is previously rightfully known to Customer without restriction on disclosure; (b) is or becomes, from no act or failure to act on Customer’s part, generally known in the relevant industry or public domain; or (c) is disclosed to Customer by a third party as a matter of right and without restriction on disclosure. For the term of this Agreement and for three (3) years thereafter, Customer shall not use or disclose any Confidential Information except as expressly provided herein and shall use best efforts to preserve and protect the confidentiality of the Confidential Information. Customer shall immediately notify Bornio in the event any Confidential Information is used or disclosed in violation of this section and will cooperate with Bornio in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If Customer is legally compelled to disclose any Confidential Information, then, prior to such disclosure, Customer will (i) notify Bornio prior to such disclosure to allow Bornio an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Bornio in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

8. Disposition of Software.

Within seven (7) business days of the end of the Loan Period, and unless the parties otherwise mutually agree in writing, Customer shall either: (i) return the Software to Bornio and confirm in writing that all copies have been destroyed, or (ii) purchase a license to use the Software by executing Bornio’s standard purchase terms and conditions.

9. Disclaimer of Warranty and Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, BORNIO PROVIDES THE SOFTWARE UNDER THIS AGREEMENT ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BORNIO MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH ITEMS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BORNIO WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO THE SOFTWARE, OR ANY SUBJECT MATTER RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF BORNIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BORNIO’S TOTAL LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: FEES PAID TO BORNIO BY CUSTOMER HEREUNDER, OR FIVE THOUSAND US DOLLARS ($5,000).

10. Miscellaneous.

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended without the prior written consent of both parties. Customer may not assign this Agreement, or any portion thereof, without Bornio’s prior written consent. Bornio may freely assign this Agreement. Any permitted assignment of this Agreement shall be binding upon and enforceable by and against the parties’ successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without giving effect to its conflicts of law rules, and the parties agree that jurisdiction for any claim or dispute arising from or related to the Software, or this Agreement resides in the federal and state courts situated in San Mateo County, California. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect. This Agreement will not be construed more strictly against either party as a result of its participation in its preparation.