Explorium Free Version Platform License Agreement

Updated January 25, 2022

This Explorium Platform License Agreement together with any specific Order Form signed or submitted by You, as defined herein, 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, appendices, or schedules attached thereto (collectively, the “Agreement“) are entered into between Explorium Inc. and any of its affiliates (“Explorium” or “Company”) and set forth the terms under which you may access and use the Services (as defined below). In the event of any inconsistencies between a specific Order Form which you have signed, and this License Agreement, the relevant Order Form shall prevail. 

If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have the legal authority to bind you employer or the applicable entity to this Agreement. You or your employer may have entered into a written agreement with Explorium which governs the use of the Services. In such case, such agreement takes precedence over this Agreement. 

You may not access or use the Services or accept the Agreement if you under 18 years old. 

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.

By executing or submitting any Order Form, clicking your acceptance to the Agreement, or by using the Services you acknowledge that you have read and agree to be bound by the terms and conditions of the Agreement. If you do not agree with all the provisions of this Agreement, do not access or use the Services.

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.

DEFINITIONS

“API” means the application programming interface that facilitates the transfer of data based on individual queries between Explorium and Customer. 

“Customer” “you”, and “your” means the entity who has entered into this Agreement, including as specified in an Order Form, or who has entered into this Agreement only for a free trial. 

“Batch Prediction” means scheduled Enriched Data transfer model prediction outcome, or delivery request by Customer in which the Enriched Data is transferred to Customer in bulk.

“Consume” or “Consumption” means the extraction of Enriched Data from the Platform by the Customer, including without limitation by means of download, API, Batch Prediction, Scheduled Recipe or by any other method then made available to Customer through the Platform.   

“Customer Data” means all data Records uploaded to or stored on the Platform by the Customer, except for data or other materials that are publicly available.  

“Data Gallery” means the Company’s proprietary or licensed data gallery comprising its many online sources and own databases.

“Documentation” means the documentation for the Platform, Platform Data, or Services produced by Company and delivered or made available by the Company to the Customer.

“Enrichment” or “Enriched” means a match between Customer Data and Platform Data, including without limitation by: (i) adding new Signals to a Record; (ii) generating a set of Signals based on the values of data in each Record; or (iii) changing the value of existing data elements within a Record.  A Record is considered Enriched if there is any, including partial matching between such Record and Signals within the Platform.

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

“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 copyrights 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. 

“ML Engine” means the capability within the Platform that allows for building, testing, training, deploying and monitoring predictive models.

“Order Form” means the ordering document that is entered into between Customer and Explorium, including any addenda thereto and which outline, among other, the scope, the term, fee and payment terms. 

“Platform” means Company’sexternal data platform or Free Version thereof, including its Data Gallery, ML Engine, Signal Studio and Starters capabilities and any newly available capability provided to the Customer.  

“Platform Data” means the data Signals made available to Customer in any way or form through the Platform, or Free Version, including but not limited to ML Engine, Signal Studio or Starters, whether via the platform user interface, API or any other format. 

“Platform Logs” means the usage information retrieved by the Company when 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), errors, bugs, and navigation patterns. Platform Logs are Intellectual Property of Explorium. 

“Query” means the request of Customer to Enrich a Record through the Platform. 

“QPM” means Queries per minute.

“Record” means the set of all the data elements related to a single entity, submitted by the Customer. 

“Record Consumption Limit” means the maximum number of Records Consumed by Customer per Term as agreed in the Order Form. Each time a Record is consumed will count toward the Record Consumption Limit; This occurs regardless of the method of consumption and whether this same Record has previously been Consumed.

“Scheduled Recipe” means any scheduled Enriched Data, requested by Customer, in which Enriched Data is applied to Customer Data in Signal Studio, and transferred or delivered to the Customer.

“Services” means any services that the Company provides to the Customer, as outlined in the Order Form attached to this Agreement, including providing support, improving the services, and including, identifying, investigating, or resolving technical or security issues if any.

“SDK” means software development kit that may be provided by Company.

“Signal” each data element within the Platform Data.  

“Signal Studio” means the capability within the Platform which enables Customer to find, create and integrate the relevant Signals, which Customer seeks for Record Enrichment.

“Starters” means the capability within the Platform which enables Customer to query or generate Signals from Platform Data without the need for any Customer Data (no matching required). The dataset generated can be consumed, or used in Signal Studio or ML engine in lieu of Customer Data.  

“Term” the term as defined in the Order Form.

1. LICENSE
   1. License Granted. Subject to your compliance with the terms and conditions of this Agreement, Company grants You during the Term, a limited, revocable, non-exclusive, non-transferable license to: a) to access the Free 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 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 Free Version or any report generated therefrom.  This license does not transfer to You any ownership rights to the Platform, the API or Platform Data or other Intellectual Property Rights embodied or used in connection with the Platform, API or Platform Data.  All right, title, and interest in and to the Platform, including the user interface, SDK, API, the Platform Data, and the Intellectual Property Rights associated therewith, are and will remain with Explorium and its licensors. Nothing in this Agreement may be interpreted as transferring or conferring on you any right to use the Intellectual Property Rights of Explorium. No rights or subscription licenses are granted except as expressly set forth herein.
   2. Restrictions on Use.
      1. You may not sublicense, transfer, sell, lease, distribute or share, syndicate, the Platform or create derivative works of the API, the Free Version, the Platform, or otherwise provide access to the API, SDK, Platform user interface or to any Platform Data to any third party not contemplated by this Agreement, for any purpose, without Company’s prior written consent. 
      2. You may not resell, sublicense, distribute, transfer, or share the Free Version, Platform Data and any predictive models or derived insights or data analysis obtained by use of the Platform. 
      3. You may not translate, disassemble, decompile or reverse-engineer in whole or in part the Free Version, Platform, API or Platform Data or seek to reconstruct or discover source code, object code, HTML, Javascript, other code, know-how or algorithms associated with the API and Platform Data. 
      4. You may not remove, disable, or otherwise create or implement any workaround to, any security features of the Free Version,  Platform or API.
      5. You will not use the Free Version, Platform or the API in any way that causes, or may cause, damage to the Free Version, Platform or impairment of the availability or accessibility of the Platform or to any third party. 
      6. You will not use the Freeo Version, Platform or Platform Data in any way that is unlawful, illegal, discriminatory, abusive, fraudulent or harmful, and in non-compliance with any applicable laws, including without limitation any applicable privacy regulation nor shall it assist or allow others to do so. 
      7. You will not and will not allow anyone else to use the Free Version, Platform, API, or Platform Data will not be used for decisions about any individual’s suitability for: (i) credit or loans; (ii) insurance; (iii) employment; (iv) a license or other benefit granted by a governmental authority, where such decision involves considering one’s financial responsibility or status; (v) housing; or (vi) any eligibility or other determinations that would cause the Platform or Platform Data to be deemed a consumer report for purposes of the Fair Credit Reporting Act.
      8. You agree that the Free Version, Platform, API, or Platform Data will not be used to send unsolicited emails, false advertising, place unsolicited calls or any other action by or on behalf of Customer that may be considered spam or otherwise in violation of CAN-SPAM or related regulations.  For clarity, this does not prohibit You from engaging in communications that are otherwise permissible.
2. YOUR RESPONSIBILITIES
   1. You shall be responsible for maintaining the security of, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account 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.
   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 in such manner that would allow Explorium to enrich the Customer Data pursuant to the terms of this Agreement, including through the use of Explorium’s partners’ and affiliates’ data sources and you have obtained all approvals required for such disclosures from the applicable information owners. You will include a privacy policy on your website or applications and will disclose to your end-users the disclosure of such information to Explorium.
   3. You hereby agree that Customer Data will not, at any time, include: (i) any patient, medical, or other “protected health information” as defined by and subject to HIPAA or any similar federal, state or local laws and regulations; (ii) any information  provided on a government issued ID, including but not limited to passport or driver’s license, social security number, or other identification number; (iii) Unique electronic identifiers or electronic signatures; or (iv)  any bank account or payment card data. 
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
   1. Mutual Obligations. 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 Company includes non-public information regarding features, functionality and performance of the Free Version, Platform, API, Platform Data and Data Gallery, data provided from Company’s data partners and other enrichment sources computer programs in any form, documentation, installation programs, software code, actual products, prototypes, samples, designs, schematics, configurations, specifications, techniques.  Your Proprietary Information includes Customer Data.  Your Proprietary Information does not include any Platform Logs that do not contain or relate to data provided by Customer. “Proprietary Information” means collectively Explorium’s and your Proprietary Information.The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services, if any, or as otherwise permitted herein) or divulge to any third person any such Proprietary Information, (iii) to disclose Proprietary Information solely to its 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 (even if after Termination of this Agreement) thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known to it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, except that Recipient will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. 
   2. Customer Data. As between the Parties, You shall own all right, title and interest in and to the Customer Data.  Unless otherwise provided herein, during and after the Term, Company shall have no right to share the Customer Data with any third-party without Your prior written consent. You hereby grant to Company a non-exclusive, royalty free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to meet its obligations under this Agreement.  Notwithstanding the foregoing, Company may share Customer Data with  Company’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 Company’s data sources,  provided however that any such use shall always be subject to Company’s agreements with such sources and include appropriate confidentiality provisions and to Company’s Privacy Policy available on or through www.explorium.ai/privacy.     
   3. Intellectual Property. Company shall own and retain all right, title and interest in and to: (a) the Platform, Free Version, API, Platform Data, Data Gallery, Platform Logs (b) all Documentation, improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with the Services or support, provided to You and (d) all Intellectual Property rights related to any of the foregoing. You will not take any action inconsistent with the Intellectual Property Rights of the Company.
   4. Publicity. Neither party will make any use of the other party’s logos and trademarks in any manner, including any manner that dilutes, tarnishes or undermines the value of the other party’s marks or shall make any press release or public statement. Notwithstanding the foregoing, Company may mention Customer as a customer of the Company and use its name and logo on a dedicated area on Company’s website and in marketing materials. 
   5. Limitations. 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 the Data Gallery and any other Explorium Proprietary Information.
4. REPRESENTATIONS AND WARRANTIES
   1. You represent and warrant that: (i) you have the 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) Customer, if applicable, is duly organized and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation; (iii) the representative entering into this Agreement has been duly authorized by all necessary corporate or organizational action; (iv) your execution of this Agreement and the performance of your obligations and duties hereunder, do not violate any other agreement to which you are a party, restrictions by which you are otherwise bound, or any applicable law; (v) when executed, this Agreement will constitute the legal, valid and binding obligation, enforceable against you; and (vi) you acknowledges that Explorium makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement. If at any time during the term of this agreement it becomes unlawful for Explorium to continue performance, Explorium may immediately terminate its performance under this agreement without penalty.
5. WARRANTY AND DISCLAIMER
   1. 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 PLATFORM DATA (INCLUDING THE FREE VERSION) ARE PROVIDED “AS IS” AND COMPANY 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. 
6. LIMITATION OF LIABILITY
   1. 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 AND THE SERVICES OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, 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 DAMAGE CAUSED BY (OR RELATED TO) ANY ACT OR OMISSION OF ANY THIRD PARTY (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU 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. 
7. INDEMNIFICATION
   1. 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. You will indemnify, defend and hold harmless, at your sole expense, Explorium, and its affiliates, directors, officers, employees, agents, and shareholders, successor and assigns  from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (“Liabilities”) incurred by Company resulting  from third party claims that arise or result from, or are alleged to arise or result from: (i) Your use of Services, Free Version, Platform or Platform Data violated applicable laws and regulations; or (ii) that Customer Data provided to the Company in any way pursuant to this Agreement was provided in a manner that infringes any applicable privacy law, Company’s or Customer’s 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 (iv) are related to your products or services. 
   2. A party seeking to be indemnified (the “Indemnified Party”) shall provide the other (the “Indemnifying Party”) prompt notice immediately after it becomes aware of a claim or any other matter it believes is indemnifiable hereunder (hereinafter “Action”).  Such notice shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and anything else related to the Action. No settlement or payment in connection with any such settlement may be made without the prior consent of the Indemnified Party, which consent will not be unreasonably withheld. The Indemnified Party may choose to maintain control of the defense, including the selection of counsel, and the Indemnifying Party will pay the reasonable legal fees. 
8. RELATIONSHIP OF THE PARTIES
   1. Explorium’s provision of the Services or the Platform to you is non-exclusive.  Nothing in the Agreement prevents Explorium from providing the Services, Platform or Platform Data to any other third party.
   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. 
9. TERM & TERMINATION
   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. 
   2. Effect of Termination:
      1. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately.
      2. All licenses granted under this Agreement will also terminate, and Explorium will immediately terminate your access to the API and the Platform.  You agree to immediately delete, remove, destroy or return to Explorium, any and all Platform Data and any data extracted from the Data Gallery.
      3. 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.
      4. Following termination or expiration of this 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 its 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. MISCELLANEOUS
    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.
    2. Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without your consent.  Subject to the foregoing, this Agreement and any Order Form shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
    3. Free trial.  Explorium reserves the right, at any time during said free trial to:
       1. 11.3.1.Suspend access to the Platform, Platform Data and API;
       2. 11.3.2.Remove Customer Data;
       3. 11.3.3.Limit your Record Consumption Limit, or other use of the Platform or Platform Data;
       4. 11.3.4.Contact you about your use of the Platform.
    4. 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. 
    5. Governing Law. This Agreement, including any Order Form, and any claims, whether in contract, tort or otherwise, arising from this Agreement or any Order Form 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.
    6. Updates. 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
    7. If you have any questions or comments concerning this License Agreement, please contact us at [email protected] or Explorium Inc., 400 Concar Drive, San Mateo, CA 94402.