Explorium Time Limited Demo Version License Agreement

February 1st, 2021

This Explorium Platform License Agreement together with any specific order form signed or submitted by You (our Customer), the Web Site Privacy Policy available at , https://www.explorium.ai/privacy-policy/ , the Platform Privacy Policy available at https://www.explorium.ai/platform-privacy-policy/, and any other exhibits, appendixes, or schedules attached thereto (collectively, the “Agreement“) set forth the terms under which you may access and use the Services. In the event of any inconsistencies between a specific order form which you have signed, and this License Agreement, the specific order form shall prevail.

By executing or submitting any order form, clicking your acceptance to the Agreement, or by using the Services you signify that you have read and agree to be bound by the terms and conditions of the Agreement.

You may not access or use the Services or accept the Agreement if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services.

Explorium may modify the Agreement from time to time as described herein. Your continued use of the Services following such modifications shall constitute your consent to the modified Agreement.

YOU MAY NOT USE OR ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF EXPLORIUM UNLESS EXPLICITLY AGREED BY EXPLORIUM IN WRITING. FURTHERMORE, YOU MAY NOT USE OR ACCESS THE SERVICES FOR BENCHMARKING OR ANY OTHER COMPETITIVE PURPOSE.


1. DEFINITIONS

“Customer” “you”, and “your” means the entity specified in a specific order form or who has received a free Demo Version.

"Customer Data" means all non-public data, works and materials, uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; or supplied by the Customer to Explorium for uploading to, transmission by or storage on the Platform, but excluding Platform Logs.

“Demo Version of the Explorium Platform”  or “Demo Version” means the limited version of the Platform, as provided to you by Explorium, for the purposes of evaluating Explorium’s products and services.

"Documentation" means the documentation for the Platform produced by Explorium and delivered or made available by Explorium to the you.

Explorium Enrichment Catalog” means Explorium’s proprietary or licensed data catalog comprising your many online sources and own data bases.

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, including include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models.

 “Platform” means Explorium’s proprietary automated data discovery Platform, as may be updated from time to time.

Platform Logs” means the usage information retrieved by Explorium when a you use the Platform, including customer name, customer details, billing information, contact details of customer employees and representatives who are using the Platform, behavioral and technical information such as clicks, scrolls, focuses (i.e. zoom), and navigation patterns.

Project” means a complete prediction model for your specific commercial hypotheses/question ready for use on production mode, including extraction of the most applicable datasets from your Data, optimal enrichment by the Platform using Explorium Enrichment Catalog and applying the most relevant model to the enriched data.

"Services" means any the services provided by Explorium to you, via a Demo Version or the Platform as outlined in a specific Order Form.


2. LICENSE

2.1  License to Explorium API and Data. Subject to your compliance with the terms and conditions of this Agreement, Explorium hereby grants you a time-limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, restricted rights, free of charge, internal use only license: (a) to access the Demo Version via Explorium API provided to you by Explorium, solely for the purpose of  examining the Platform and evaluating a possible business relationship; (b) use the data made available to you via Explorium Enrichment Catalog (“Platform Data”) solely for the purposes of generating internal predictive models, deriving insights or  conducting data analysis for evaluation and testing purposes only.  No license is granted by Explorium to you for any commercial use or distribution of the Demo Version or any report generated therefrom.   This license does not transfer to you any ownership rights to the Demo Version, Platform, Explorium API,  Platform Data, the Explorium Enrichment Catalog,  or other Intellectual Property Rights embodied or used in connection with the Demo Version, the Platform, Explorium API,  Platform Data or the Enrichment Catalog.  All right, title, and interest in and to the Demo Version, Platform, Explorium API, the Platform Data, and the Enrichment Catalog, and the Intellectual Property Rights associated therewith, are and will remain with Explorium and your licensors.

2.2  Restrictions on Use.

2.2.1 You may not sublicense, transfer, sell, lease, syndicate, disclose, deliver, disseminate, reproduce, distribute, or publish the Demo Version, the Platform, the Explorium API, the Platform Data  or create derivative works of Explorium API, the Demo Version, the Platform or the Platform Data, or otherwise provide access to any third Party to the Explorium API.

2.2.2 You may not translate, disassemble, decompile or reverse-engineer in whole or in part Explorium API or the Demo Version or the Platform or seek to reconstruct or discover source code, object code, other code, know-how or algorithms associated with Explorium API the Demo Version or the Platform.

2.2.3 You may not download, cache, any Platform Data or make any external distribution, or resell, the Platform Data and any predictive models or derived insights or data analysis obtained by use of the Services.

2.2.4 You may not remove, disable, or otherwise create or implement any workaround to, any security features of the Demo Version, the Platform or Explorium API.

2.2.5 You will not use the Demo Version or the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Demo Version or the Platform.

2.2.6 You shall not use the Demo Version, the Platform or the Platform Data in any way that is unlawful, illegal, fraudulent or harmful and in non-compliance with any applicable laws, including without limitation any applicable privacy regulation.

2.2.7 You shall not and shall not allow anyone else to use the Demo Version, Platform, Platform Data: (i) as a factor in establishing an individual’s eligibility for credit or insurance; (ii) in evaluating an individual for employment purposes; (iii) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (iv) in any other manner that would cause such use to be construed as a consumer report by any authority having jurisdiction over any of the parties.


3.  CUSTOMER RESPONSIBILITIES

3.1  You shall be responsible for maintaining the security of, your account, credentials, passwords and files, and for all uses of your account or with or without your knowledge or consent. You must ensure that any registration information is kept up to date at all times. You at all times are responsible for any activities or action made through your account with or without your knowledge. You agree to notify Explorium immediately upon learning of any unauthorized use of your account or any other breach of security of your account.

3.2  You hereby represent and warrant that any and all Customer Data, is obtained by you in compliance with applicable law, and you have the legal right to disclose all Customer Data to Explorium, and have obtained all approvals required for such disclosure to Explorium from the applicable information owners. You shall place a privacy policy on your website or applications and shall disclose to your end-users the disclosure of such information to Explorium.

3.3  You hereby agree that Customer Data shall not, at any time, include any patient, medical, or other protected heath information regulated by HIPAA or any similar federal, state or local laws and regulations.


4.  CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Explorium includes non-public information regarding features, functionality and performance of the Demo Version, the Platform, Explorium API, Platform Data and, Explorium’s Enrichment Catalog, data provided from Explorium’s data partners and other enrichment sources.  Proprietary Information of Customer includes Customer Data. Customer Data does not include any Platform Logs that do not contain or relate to data provided by Customer. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information (iii) to disclose Proprietary Information solely to your employees or consultants who have a need to know the Proprietary Information and have undertaken similar confidentiality obligations towards the Receiving Party.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information (except with regard to any personal identifiable information to the extent it is exchanged between the Parties) after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2  As between the Parties, Customer shall own all right, title and interest in and to the Customer Data.  Unless otherwise provided herein, during and after the term of the Agreement, Explorium shall have no right to share the Customer Data with any third-party without your prior written consent. Notwithstanding the foregoing, Explorium may share Customer Data with  Explorium’s cloud services provider ( which shall be one of AWS/ AZURE/ Google Cloud), or as required in order to enrich your Data, through the use of Explorium’s partners’ and affiliates’ data sources,  provided however that any such use shall always be subject to Explorium’s Privacy Policy available on or through www.explorium.ai/privacy.

4.3  Explorium shall own and retain all right, title and interest in and to(a)  the Demo Version, the Platform, Explorium API, Enrichment Catalog Platform Data, Platform Logs (b) all Documentation,  improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, provided to you and (c) all Intellectual Property rights related to any of the foregoing.

4.4  No rights or subscription licenses are granted except as expressly set forth herein. Upon expiration or termination of this Agreement, you shall promptly destroy, or return to Explorium any data extracted from Explorium’s Enrichment Catalog and any other Explorium Proprietary Information.


5.  MUTUAL REPRESENTATIONS

Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of your obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound or any applicable law; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.


6.  WARRANTY AND DISCLAIMER

Explorium does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND EXPLORIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, PROFITABILITY,  FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM DATA ACCURACY, COURSE OF DEALING OR COURSE OF PERFORMANCE AND NON-INFRINGEMENT.


7.  LIMITATION OF LIABILITY

EXPLORIUM AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT, DATA AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOSS OF PROFIT; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EXPLORIUM’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EXPLORIUM FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EXPLORIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


8.  INDEMNIFICATION

Any use of the Services is at your own risk and you shall indemnify and hold harmless Explorium and any of its data partners with respect thereto. In addition, you shall indemnify, defend and hold harmless, at your sole expense, Explorium, and its affiliates, directors, officers, employees, agents, and shareholders from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (“Liabilities”) arising from third party claims that: (i) Your use of Services violated applicable laws and regulations or were in breach of this Agreement; (ii) That Customer Data provided to Explorium in any way pursuant to this Agreement was provided in a manner that infringes any applicable privacy law, Explorium’s or your Privacy Policy, or that the required permissions were not duly obtained from the individual owners of the information; (iii) That your product or service or Customer Data infringes any third party IP Rights or any applicable law; or (iv) are related to your products or services.


9.  RELATIONSHIP OF THE PARTIES

9.1  Explorium’s provision of the Services to the you is non-exclusive. Nothing in the Agreement prevents Explorium from providing the Services to any other third party.

9.2  Explorium is an independent contractor of the you in provision of the Services pursuant to this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Explorium in any respect whatsoever.


10.  TERM & TERMINATION

10.1  Term.  Unless otherwise provided in any specific order form and subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement.

10.2  Effect of Termination:

10.2.1  Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately.

10.2.2  All licenses granted under this Agreement will also terminate, and Explorium will immediately terminate your access to the Explorium API, the Demo Version and Explorium Platform and you shall immediately, delete, remove, destroy or return to Explorium, any and all Platform Data and any data extracted from Explorium’s Enrichment Catalog.

10.2.3  Following termination or expiration of the Agreement, Company may delete Customer Data from the Platform and its systems, at any time. Upon prior written request from Customer, Company shall either, at it sole discretion,  provide tools for deletion of Customer Data from the Platform and system or alternatively will delete the Customer Data from the Platform and its system, at the upcoming deletion procedure as per Company’s retention policy.

10.2.4  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.


11.  MISCELLANEOUS

11.1  Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

11.2  This Agreement is not assignable, transferable or sublicensable by you except with Explorium’s prior written consent. Explorium may transfer and assign any of your rights and obligations under this Agreement without your consent.  Subject to the foregoing, this Agreement and any Work Order shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

11.3  Force Majeure. Neither Party will be liable for, or be considered in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of strike, fire, explosion, flood, storm, material shortages, riot, insurrection, governmental acts, labor conditions, acts of God, war, earthquake or any other cause which is beyond the reasonable control of such Party; provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party.

11.4  Governing Law. This Agreement, including any Work Order, and any claims, whether in contract, tort or otherwise, arising from this Agreement or any Work Order shall be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The parties agree that the state and federal courts sitting in New York City, New York, USA, shall have proper and exclusive jurisdiction and venue for any proceedings arising from this Agreement.

11.5  Explorium reserves the right to change this license Agreement at any time, so please re-visit this page frequently. We will provide notice of substantial changes of this License Agreement on the homepage of our website and/or we will send you an e-mail regarding such changes to the e-mail address that you provided us with, if applicable. Such substantial changes will take effect seven (7) days after such notice was provided on our Site or sent by email (if applicable). Otherwise, all other changes to this License Agreement are effective as of the stated “Last Revised” date and your continued use of the Site after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

11.6  If you have any questions (or comments) concerning this License Agreement, you are welcome to contact us at: info@explorium.ai or Explorium Ltd., 23 Menachem begin Rd., Tel-Aviv, Israel.

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