Service Evaluation Agreement

Last updated: October 11, 2023

THIS SERVICE EVALUATION AGREEMENT (“AGREEMENT”) TAKES EFFECT BY CLICKING “I AGREE” OR BY INSTALLING, COPYING, ACCESSING, OR USING THE SERVICE DESCRIBED IN EXHIBIT A (THE “SERVICE”). BY ACCESSING OR USING THE SERVICE REQUESTED BY AND PROVIDED TO YOU BY VALIDIO AB (“VALIDIO”), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR A COMPANY OR OTHER LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY AND THE USERS (AS DEFINED BELOW) TO THIS AGREEMENT AND “YOU” OR “CUSTOMER” SHALL MEAN SUCH ENTITY AND USERS ACCESSING AND USING THE SERVICE; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOUR USE OF THE SERVICE IS SUBJECT TO OUR DATA PROCESSING ADDENDUM, WHICH IS HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Access 

Subject to this Agreement and solely for 14 days following acceptance of this Agreement or such other duration agreed in writing by the parties (the "Evaluation Period"), Validio hereby grants to you and your Users a limited, non-exclusive, non-transferable, non-sublicensable, limited and revocable license to access and use the Service and the user guides, technical manuals, and other end user documentation for the Service (the “Documentation”) for your internal evaluation and non-production purposes only, and not for commercial or general production use (the “Evaluation”). “Users” means you and your employees who are authorized by you to access and use the Service under the rights granted to you pursuant to this Agreement. You shall remain responsible and liable for your Users’ compliance with this Agreement. Validio shall provide you the necessary passwords and access credentials to allow you to access the Service. 

2. Use Restrictions

You agree not to, and shall ensure that any third-party under your control shall not, directly or indirectly: (a) interfere with, disrupt, or impair the performance or functionality of the Service; (b) copy, distribute, modify, translate, create derivative works of, reverse engineer, decrypt, decompile, disassemble, or in any way attempt to derive the source code of any software related to the Service or underlying ideas, techniques, or algorithms, including the review of data structures produced by the Service; (c) circumvent, disable, or interfere with security-related features of the Service or features that prevent or restrict use, access to, or copying of any data; (d) use the Service to submit, send, or store Customer Data that is obscene, threatening, harassing, libelous, fraudulent, offensive or otherwise unlawful or tortuous material, or to violate any third party’s privacy rights, or infringe upon or misappropriate intellectual property rights; (e) sub-license, sell, resell, distribute, transfer, commercially exploit, use as a service bureau or otherwise permit use of the Service for a third-party’s benefit; (f) use versions of third party products embedded in the Service, if any, for any use other than the intended use of the Service; (g) use the Service in any manner or for any purpose other than as expressly permitted by this Agreement; (h) access the Service for purposes of monitoring its availability, security testing, or any benchmarking or competitive purposes; or (i) introduce or permit the introduction of any virus or malicious code into Validio's network and information systems. Usage limits for the Evaluation are set forth in Exhibit A.

3. Support

Validio has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Customer.

4. Password and Access Credentials

You and your Users are responsible for keeping your passwords and access credentials associated with the Service confidential and you will not sell or transfer them to any other person or entity. You will promptly notify us of any unauthorized access to your passwords or access credentials.

5. Confidential Information

During the Evaluation Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required to comply with the order of a court or governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure, if permitted under applicable law, shall first have given written notice to the other party. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years after the end of the Evaluation Period; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership

a. Customer acknowledges that, as between Customer and Validio, Validio owns all right, title, and interest, including all intellectual property rights, in and to the Service and Documentation. Validio reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in the Service or to any software related to the Service.

b. “Customer Data” means information, data, and other content that is submitted, posted, or otherwise uploaded by you or on your behalf through the Service. As between you and us, you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. You hereby grant to Validio a non-exclusive, royalty-free, worldwide license to use, display, reproduce and perform all acts with respect to the Customer Data as may be necessary for Validio to provide the Service to you.

c. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Validio may monitor Customer’s use of the Service and collect and compile data and information related to your use of the Service to be used by Validio in an aggregated and anonymized manner, including to compile statistical and performance information, analytics and meta data related to the provision and operation of the Service ("Aggregated Statistics"). As between Validio and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Validio. You acknowledge that Validio may compile Aggregated Statistics based on your data input into the Service. 

d. The Customer may submit feedback, comments, enhancement requests and ideas about the Service to Validio including on how to improve the Service (“Feedback”). The parties agree that such Feedback is unsolicited, gratuitous and is provided on an “as is” basis without warranties of any kind. Customer hereby grants Validio a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose.

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND ”AS AVAILABLE” . TO THE EXTENT PERMITTED BY LAW VALIDIO HEREBY: (A) DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; (B) DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (C) MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification

Customer agrees to indemnify, defend, and hold harmless Validio and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys' fees) resulting from any third-party claim, suit, action, or proceeding based on Customer's (a) negligence or willful misconduct or (b) use of the Service or Documentation in a manner not authorized or contemplated by this Agreement. If Validio seeks indemnification or defence from Customer under this provision, Validio shall promptly notify Customer in writing of the claim(s) brought against Validio for which Validio seeks indemnification or defence. Validio reserves the right, at its option and in its sole discretion, to assume full control of the defence of claims with legal counsel of Validio's choice. Customer may not enter into any third-party agreement, which would, in any manner whatsoever, affect Validio's rights, constitute an admission of fault by Validio or bind Validio in any manner, without Validio's prior written consent.

9. Limits of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT WILL VALIDIO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: (A) DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL; (D) LOSS OF OR CORRUPTION TO DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES; HOWSOEVER ARISING AND REGARDLESS OF WHETHER VALIDIO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND VALIDIO BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY HOWSOEVER ARISING, SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

10. Term and Termination

This Agreement is effective as of the date you are granted access to the Service, and unless terminated earlier pursuant to this Section 15, will continue in effect until the expiration of the Evaluation Period. Either party may terminate this Agreement at any time, without cause, upon prior written notice. Validio may terminate this Agreement on written notice to Customer if Customer materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within 7 days after receiving written notice thereof. Upon expiration or earlier termination of this Agreement, you and the Users shall immediately discontinue use of the Service, and you and the Users shall delete, destroy, or return all copies of the Documentation and Confidential Information provided hereunder and certify the same in writing. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect and will apply to both parties' respective successors and permitted assigns. 

11. Miscellaneous

a. Entire Agreement. This Agreement, together with Exhibit A,  represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.
b. Notices. Any notice given to a party shall be in writing and shall be: (a) delivered by hand and deemed to be received at the time it is left at such party’s registered address; or (b) sent by pre-paid registered airmail and deemed to be received upon receipt; or (c) sent by email to the address specified by each Party from time to time and deemed received at 9am on the day after transmission provided that it is received between Monday to Friday and not on a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration.

c. Amendment and Waiver. Modifications to the Agreement will be made only through a written amendment signed by both parties, save for extensions to the Evaluation Period which may be agreed by an mutual exchange of emails by the parties. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.

d. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

e. Governing Law and Arbitration. This Agreement and all disputes or claims arising out of or related to this Agreement shall be governed, construed, and enforced in accordance with the laws of Sweden, without regard to conflict of laws principles which would lead to the application of the laws of any other jurisdiction. The International Sale of Goods Act shall not apply to this Agreement.  Any dispute, controversy or claim arising out of this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). Any arbitration award shall be final and binding and may, if necessary be enforced by any court or authority having jurisdiction. The Rules for Expedited Arbitrations of the SCC Institute shall apply. The arbitration proceedings shall take place in Stockholm, Sweden and language of the proceedings, documentation and the award shall be English. Such arbitral proceedings and any arbitration award shall be kept strictly confidential, and all documentation and materials in whatever form disclosed under such proceedings shall be used solely for the purpose of the proceedings.

f. Assignment.  This Agreement and the rights granted hereunder may not be assigned or transferred, in whole or in part, without Validio’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect.

g. Compliance. Each party agrees to comply fully with all relevant laws, including anti-bribery and anti-corruption laws, export and re-export laws and regulations relating to use of the Service in its place of business, regardless of country or jurisdiction.

Exhibit A

1. Description of the Service: The cloud based data quality monitoring and validation platform and software, algorithms and Documentation provided by Validio to the Customer as a service via validio.io in accordance with the terms of this Agreement for: (a) identification of bad data (e.g. outliers, shift in data, anomalies etc.); (b) proactive issuance of alerts to Users (c) filtering out identified bad data points from the data sources; and (d) listing available datasets and their metadata; and (e) visualizing the relationships between datasets over time to allow for visual analyses of potential changes. 

2. The following usage limits apply to the Evaluation: (a) the Service is only available for the Evaluation Period and for internal evaluation purposes only; (b) the Evaluation must not be used for production deployment with live data; (c) no more than ten (10) Users; (d) no more than ten (10) Data Sources; and (e) no more than 200,000 Data Stream Events per minute. In this Agreement: (a) “Data Source” means a location specified by the Customer from which a set of data can be obtained (and for clarity a data source can be a table in a database or a data warehouse, a cloud storage bucket, or a topic in a Data Stream); (b) “Data Stream” means a sequence of data that is produced over time. Apache Kafka and Amazon Kinesis are examples of stream processing platforms; and (c) “Event” means an individual message or payload that is read as part of processing the Data Stream, and “Data Stream Events” shall be construed accordingly.

3. Hosting location: In the EU or US instance (as selected by Customer) of the Validio Google Cloud Platform.