Aura Informatica, Inc. – Data Subscription/Access License General Terms & Conditions

 

PLEASE READ THIS DATA SUBSCRIPTION/ACCESS LICENSE AGREEMENT CAREFULLY.

 

These General Terms and Conditions (the “Terms”) are entered into between Aura Informatica, Inc. on behalf of itself and its affiliates (collectively, “Supplier”) and you, whether on behalf of an entity or in your personal capacity (“Client”) in connection with one or more Products ordered by Client through the Aura Informatica website or an order form. This Agreement governs Client’s access to, and use of each Product ordered hereunder.

 

1. Definitions:

 

   a. ​“Agreement” means these Data Subscription License General Terms and Conditions, any incorporated Exhibit, and the applicable Order Forms.

 

   b. “Affiliate” means: (1) in respect of the Supplier, any partnership or joint venture of which the Supplier is a part, or any subsidiary, parent, subsidiary of a parent (in each case, direct or indirect) or affiliated corporation of the Supplier; and (2) in respect of the Client, any entity directly or indirectly controlling, controlled by or under common control with another entity, where “control” means ownership of more than 50% of the voting stock or other equity interests of an entity, or the rights to direct the management of such entity.

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  c. “Intellectual Property Rights” means all intellectual property rights (including, but not limited to, patents, copyrights, trade secrets, database rights, design rights, goodwill, and trademark rights), whether registered or not, and including applications for registration thereof, rights in know-how and moral rights.

 

  d. “Order Form” means the document executed by both parties specifying the Product(s) being licensed, applicable Fees, and other associated terms and conditions.

 

  e. “Term” means the period of time during which Client will have access to such Product.

 

  f. “Product(s)” means all information provided by Supplier and/or its third-party providers to Client under an Order Form which may be accessed electronically or delivered/received in physical format. Products may include any web tools, search engines, or software provided by Supplier that can be used by Client when accessing Products which Client agrees to use only for purpose of accessing the Products and subject to the restrictions as set forth herein.

 

  g. “Fees” means the money owed to Supplier for Products or provided in the Order Form. Fees are exclusive of Expenses and Taxes, which will be charged separately to the Client.

 

 

2. Grant of License:

 

  a. Subject to the terms of this Agreement, Supplier grants the Client a non-exclusive, non-transferable, revocable right to receive and access the Product in accordance with any permitted use and restrictions thereof as specified in this Agreement.

 

  b. Client may create reports or presentations (collectively “Work”) using information from the Product provided such Work is for Client’s Internal Use only. Nothing in this section will operate so as to vest in Client any proprietary rights in any Products or portions of Work in any way derived from Products.

 

  c. Client must never use Work to produce a commercial product or service.

 

  d. Client undertakes: (i) that the information from the Product used in the Work will be insubstantial in nature and will not be primarily a copy of the Product, and (ii) not to create Work that uses a portion of the Product that could reasonably be considered substantial.

 

  e. Except as specifically authorized in Section 2(c) or the applicable Order Form, Client may not copy, distribute, publish, republish, scan, transfer, sell, license, lease, give, permanently retain, decompile, reverse engineer, or otherwise reproduce, disclose, or make available to others, or create derivative works from the Product or any portion thereof. Client may make a reasonable number of copies of any Documentation, provided all such copies include all legends, copyright and other proprietary notices that appear on the original.

 

  f. Client agrees to take commercially reasonable actions on a day-to-day basis to assist Supplier in the protection of its and its third-party providers’ intellectual property.

 

  g. The Client shall maintain adequate security precautions, consistent with then-current industry standards, to avoid all unauthorized access to or distribution of the Product.

 

 3. Fees, Payment, and Taxes

 

  a. The amounts payable by the Client to the Supplier (Fees), and the schedule for payment of the Fees, are as set out in the Order Form. Fees for Products are non-refundable.

 

  b. Fees under any Order Form are due within 30 days of the date of invoice issued by Supplier and in the currency specified in the Order Form.

 

  c. All Fees are exclusive of value added, goods and services, sales, use, withholding and other taxes, duties, charges, levies, or other similar governmental charges (“Taxes”) and the Client shall be liable for any such Taxes as may be levied from time to time.

 

  d. Unless otherwise agreed in the Order Form, Supplier reserves the right to modify the Fees after the initial 12-month subscription period by providing at least 60 days prior written notice to the Client; provided such change will occur no more than once in any 12-month period.

  

4. Warranties

 

  a. The Product(s) are provided on an “AS IS”, and “AS Available” basis. Neither Supplier nor any of its officials nor employees makes any warranty of any kind for this information, express or implied, including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, non-interference, accuracy of informational content, or arising from a course of dealing, law, usage, or trade practice, are hereby excluded to the extent allowed by applicable law and are expressly disclaimed by Supplier.

 

5. Limitation of Liability

 

  a. NEITHER SUPPLIER, ITS THIRD PARTY PROVIDERS, NOR THE CLIENT WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING: (a) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (b) LOSS OF DATA OR INFORMATION; (c) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (d) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY USE OF OR INABILITY TO USE PRODUCTS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

 

  b. Notwithstanding anything to the contrary herein, Supplier does not limit or exclude its liability for fraud or fraudulent misrepresentation or willful misconduct hereunder, or any liability which cannot by law be restricted or limited.

 

6. Term and Termination

 

  a. The term of a Product license will be set forth in the applicable Order Form, will automatically renew for additional  one-year term unless terminated as provided in Section 6.b of this Agreement.

 

  b. The Client may terminate this Agreement: (1) by providing written notice to terminate access to the Product at least 60 days before the end of the applicable Term (2) immediately upon written notice to the Supplier if the Supplier is in material breach of this Agreement and that material breach is not remedied within thirty (30) days from receipt of written notice of the breach; or (3) the Supplier is unable to pay its debts as they fall due, a petition is presented for the winding up of the Supplier, there is an application for the appointment of a liquidator or receiver in respect of the Supplier or insolvency or bankruptcy proceedings in respect of the Supplier are instituted. The Client may not terminate this Agreement in any other circumstances.

 

  c. Upon termination of an Order Form, the Client will cease all use of the Product and promptly delete or destroy all copies it may have of the Data, except to the extent the Client is required to retain portions of the Data for regulatory document retention and archival purposes provided no commercial use can be made of the Data. Upon the Supplier’s request, the Client shall provide written certification that the Data has been purged from the Client’s computer systems, and that all copies or portions thereof, have been destroyed.

 

  d. Any termination does not relieve either Party of any liability incurred prior to such termination, or of Client’s payment for unaffected Products. Upon the termination of this Agreement, or any Order Form; all Fees and Expenses owed by Client through the date of termination automatically and immediately become due and payable.

 

 

7. Indemnification

 

  a. To the fullest extent permitted by law, the Client shall indemnify, defend and hold harmless the Supplier Indemnitees on demand from and against all Claims: (1) arising out of, resulting from or related to the Client’s resale or attempted resale of the Product; (2) in connection with the use of the Product; (3) for unauthorized use of any trademark, trade name by the Client, its Affiliates or End Users; and (4) arising out of or in connection with any misuse of the Product, excepting only those Claims that directly result from the gross negligence, willful misconduct or fraud of the Supplier. The Client agrees to defend the Supplier Indemnitees against any such Claims and to pay, without limitation, all litigation costs, reasonable attorneys’ fees and court costs, settlement payments, and any damages awarded or resulting from any such Claims. Notwithstanding the foregoing, the Client shall not, without the prior written consent of the Supplier Indemnitees, which shall not be unreasonably withheld, accept any settlement or compromise or consent to any entry of judgment, with respect to any Claim that: (i) subjects the Supplier Indemnitees to liability of any kind, including, but not limited to, injunctive or other equitable actions or orders of any kind; or (ii) does not include as an unconditional term thereof, the delivery by the claimant or plaintiff of a written release that releases the Supplier Indemnitees from all liability in respect of such Claim.

 

  b. If Products are held or are believed by Supplier to infringe, Supplier may choose, at its sole expense, (a) to modify the Products so that they are non-infringing; (b) to replace the Products with non-infringing Products that are functionally equivalent; (c) to obtain a license for Client to continue to use the Products; or if none of (a), (b), or (c) is commercially reasonable, then (d) to terminate the Order Form for the infringing Products and refund Fees paid for such infringing Product(s); prorated from the date of the Infringement Claim.

 

8. Anti-Corruption and Export Control

 

  a. Both parties shall (i) comply with all applicable laws of the United States and other jurisdictions relating to anti-corruption and agree not to perform, offer, give and receive bribes or corrupt actions in relation to the procurement or performance of this Agreement and (ii) comply with all applicable export laws and regulations of the United States and other relevant local export laws as they apply to the Products provided by Supplier under this Agreement. Failure to comply with all applicable anti-corruption or export laws will be deemed a material breach of the Agreement.