Important! Please read these terms of use carefully.
This is a legal agreement (this “Agreement”) between Praisidio Inc. (“Praisidio”) and you which sets forth the terms and conditions that govern your use of the Product (as defined below) and the Site and domains (including all webpages, subdomains and subparts) (collectively, the “Site”). You may use the Product and Site only if you accept and abide by this Agreement as presented to you. Praisidio may refuse you access to the Product and Site for noncompliance with this Agreement.
1. Description of Product
Praisidio has developed and offers a SAAS Conversational People Analytics Product (including associated documentation made available to you, the “Product”). You and Praisidio have entered into either a purchase order or a purchase agreement whereby you agreed to purchase a license to the Product (the “Purchase Agreement”), which is incorporated into this Agreement. In the event of any conflict between the Purchase Agreement and this Agreement, the provisions of this Agreement shall govern.
2. Definitions
Customer Data means information, content, data, and materials that you import or input into the Product. Prompt Data means any prompt data entered into or analyzed by the Product. Service Data means information, content, data, and materials generated by Praisidio or obtained directly by Praisidio from third-party sources, used in connection with providing the Product. System means those servers and other information technology systems and equipment that you use to host or maintain Customer Data for provision to Praisidio.
3. Access and Use of the Product
Subject to your full and ongoing compliance, Praisidio grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Product for your internal business purposes only. You grant Praisidio the right to access applicable Systems for the purpose of accessing Customer Data. You are responsible for all activities that occur under your user accounts and for the accuracy, quality, integrity, reliability, and appropriateness of all Customer Data provided to Praisidio.
You shall not (i) use the Product to engage in any unlawful activity; (ii) transmit viruses or harmful code; (iii) interfere with or disrupt the integrity or performance of the Product; (iv) attempt to gain unauthorized access; (v) reverse-engineer or tamper with the Technology; (vi) frame, mirror, or redistribute the Product or Site; (vii) use the Product to build a competitive product; or (viii) access an account you are not authorized to access. Standard support consists of live chat, email, and phone support during regular business hours (M–F 9 a.m. to 5 p.m. Eastern Time) unless otherwise set forth in the Purchase Agreement.
4. Additional Acknowledgements
The Product is intended merely as a tool to analyze available data. Its accuracy is limited by the amount, nature, currency, and accuracy of the data processed. The Product is not intended to, and should not be relied on to, provide conclusions or recommendations. You are solely responsible for your personnel and HR policies and for ensuring compliance with all privacy and regulatory obligations in the provision of Customer Data. The Product is intended for analysis of employee issues for personnel located in the United States and does not require, nor does Praisidio wish to receive, any regulated data.
5. Intellectual Property
Praisidio owns and reserves all rights, title and interest, including all intellectual property rights, in and to the Technology, the Product, the Site, any associated Service Data, the Prompt Data, and all derivatives. You retain all of your rights, title and interest in and to the Customer Data and the output of the Product provided for you. You grant Praisidio a worldwide, royalty-free, nonexclusive license to use Customer Data in connection with providing the Product. You irrevocably transfer to Praisidio all right, title and interest in and to any Feedback you provide.
6. Confidential Information
Each party agrees to hold the other party’s Confidential Information in strict confidence, not to copy or reverse engineer it, not to disclose it to third parties, and not to use it for any purpose except for the purposes of this Agreement. The obligations under this article survive termination for a period of three years.
7. Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches it and fails to cure within thirty calendar days. Either party may terminate upon the other’s bankruptcy. Praisidio may suspend your access if your use violates this Agreement or any applicable law. Upon termination, all licenses granted to you cease.
8. Your Representations and Warranties
You represent and warrant that you have the necessary right, power, and authority to enter into this Agreement; that you shall not transfer any personal data to Praisidio without ensuring valid rights, providing notices, and obtaining necessary consents (including not transferring any HIPAA-regulated data); and that you are and will remain in compliance with all applicable laws.
9. Disclaimer of Warranties
The Product and the Site are provided “as is”. To the maximum extent permitted by applicable law, Praisidio disclaims all warranties, whether express, implied, statutory or otherwise, including any warranties of merchantability, noninfringement, accuracy, results, and fitness for a particular purpose, or that the Product and Site shall be error-free or uninterrupted.
10. Limitation of Liability
In no event shall Praisidio have any liability for any lost profits, loss of data, loss of use, costs of procurement of substitute goods or services, or any indirect, special, incidental, punitive, or consequential damages. Praisidio’s aggregate liability shall not exceed the license fee paid for the Product.
11. Indemnity
You shall, at your own expense, defend, indemnify and hold harmless Praisidio against all losses, costs and expenses arising out of a claim relating to the Customer Data or any of your personnel. Each party shall indemnify the other for liabilities based upon a claim that the indemnifying party’s intellectual property infringes on a third party, the indemnifying party’s recklessness or willful misconduct, or breach of confidentiality or data protection provisions.
12. Notices
Notices to Praisidio shall be sent in writing to:
Praisidio Inc.
4546 El Camino Real B10 #603
Los Altos, CA 94022
13. Governing Law
The laws of the State of California, without regard to its conflicts of law provisions, govern this Agreement. Any controversy, claim or dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California, and the federal courts of the United States in the Northern District of California.
14. Miscellaneous
Force majeure events excuse Praisidio’s performance to the extent prevented. Neither party may assign this Agreement without the prior written consent of the other, except as part of a corporate reorganization, change of control, consolidation, merger, or sale of assets. The parties are independent contractors. This Agreement may be amended only by a written instrument signed by both parties. If any provision is found invalid, the remaining provisions remain in full force and effect. This Agreement and the Purchase Agreement constitute the entire agreement between you and Praisidio.