Richpanel Terms of Service

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Here is the information for all Richpanel subscribers who have queries about our terms, policies, intellectual property and compliance.

You are requested to read our terms of services very carefully. By executing an order form that refers to these terms of service or by taking action by clicking option for the agreement of these terms is presented to you, you agree and acknowledge that you have carefully read and understood, hence agreed to bound by these terms of services. You are binding companies or entities if you are entering these terms of  services on behalf of them as their representative.

These Terms of Service (the “Terms of Service”) are between you, or if accepting on behalf of an entity, such entity (“Customer”, “you”, or “your”) and Richpanel. These Terms of Service and any Order Form that references them shall be collectively referred to as the “Agreement.” The Agreement constitutes a legal agreement that governs your access to and use of our Service.

1. Service

1.1. Overview:

The Service acts as a central platform for Customer Data, allowing Client to collect Customer     Data from its selected sources (“Sources“), such as its own or third-party websites or properties, and send the Customer Data to Customer’s chosen destinations (“Destinations“), such as Customer’s databases or its accounts with third-party applications or services, for Customer’s further use. The supported Sources and Destinations are identified in the Documentation. As further described below and in the Documentation, Customer maintains control over which Sources and Destinations it uses with the Service, as well as the types and content of Customer Data it shares between its Sources and Destinations.

1.2 Provision of the Service:

Richpanel shall make the Service available to Customer during the Subscription Term solely for Customer’s own internal business purposes as permitted by and subject to this Agreement (including the usage limits stated in the applicable Order Form) and the Documentation. Customer may permit its employees and others (collectively, “Users“) to use the Service solely on Customer’s behalf, provided that Customer shall ensure that all such Users comply with the terms of this Agreement. Additionally, Customer will be fully liable for the acts, omissions, or violation of this Agreement by any and all Users. Except for the express licenses granted in this Section 1.2, no other licenses are granted by Richpanel hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved. Customer understands that the Service may change over time as Richpanel refines and adds more features. Richpanel reserves the right to update and modify the Service at any time, with or without notice, in its sole discretion.

1.3 Customer’s Account:

For each User, Customer must provide Richpanel with Customers and a User’s full legal name, the User’s valid email address, and any other information requested during the account signup process in order to obtain a Richapanel account (“Login Account“) for such User. Customer will ensure that all account information of all Users remains complete and accurate. Accounts registered by “bots” or other automated methods are not permitted. Customer are solely responsible for protecting each Login Account, including a User’s username and password, and Customer will be liable for any unauthorized use thereof.

1.4. Use Restrictions:

Customer agrees that Customer will not (and will not permit or encourage any Users or other third party to directly or indirectly):

• use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;
• sell, resell, sublicense, distribute, rent or lease the Service, or include the Service in any service bureau or outsourcing operation;
• except as provided in Section 4.2 with regards to the Tools, misuse, modify, alter, tamper with, repair or otherwise create derivative works of the Service;
• remove, obscure or alter any proprietary right notice on or in connection with the Service (including without limitation (i) the “Powered by Richpanel” designation that may appear as part of the deployment of the Services
• use the Service to store or transmit malicious code, files, scripts, agents, or programs, including without limitation viruses, worms, and Trojan Horses;
• use the Service to store or transmit Health Information or PCI Data;
• interfere with or disrupt, compromise, or degrade the integrity or performance of the Service;
• interfere with or materially adversely affect other users’ use of the Service or the networks or systems of other parties;
• use the Service to attempt to access, acquire or otherwise obtain data to which Customer is not legally entitled;
• access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas;
• use the Service in violation of applicable laws, rules, or regulations; or
• use the Service to infringe the intellectual property rights, or otherwise violate the rights of others.

1.5. Third Party Services or Add-Ons:

Richpanel may make available to Customer certain third party products or services for use in connection with the Service (“Third Party Services”). Customer understands and agrees that Customer’s use of those Third Party Services may be subject to additional terms and conditions and policies that are specific to such Third Party Services, and that Customer shall be bound by such terms and conditions and policies if Customer elects to use such Third Party Services. Richpanel makes no representations or warranties with respect to any Third Party Services, whether express or implied. Customer is solely responsible for determining the suitability of any Third Party Services that Customer elects to use in connection with the Service. Any and all use of such Third Party Services shall be at Customer’s sole risk.

1.6. Trial Period:

From time to time Richpanel may offer access to the Service (or portions thereof) through a trial period (“Trial Period“), as Richpanel determine in its sole discretion. This Agreement applies equally to any Trial Period that Customer may be using. Customer understands and acknowledges that the Service provided under any Trial Period may be significantly limited in storage and concurrent processing capacity and as such should not be used in a production or live environment. Any access or use of the Service under a Trial Period shall be at Customer’s sole risk. Richpanel reserves the right to suspend or terminate the Trial Period at any time and for any reason. Customer agrees to hold Richpanel harmless from any damages, losses, and liability that may arise from Customer’s use of the Service during such Trial Period.

1.7. Storage and Processing of Customer Data:

Richpanel may store certain Customer Data submitted from Sources to enable various features and functionality of the Service, including for “replay” and re-sending of Customer Data to Destinations at Customer’s direction. Customer acknowledges that Customer Data transmitted through the Service may be stored and processed by Richpanel in the United States or in other countries in which Richpanel or its subcontractors maintain facilities.

1.8. Notification of Unauthorized Use:

Customer will immediately notify Richpanel of any security breaches, incidents, threats, or vulnerabilities involving the Service that come to Customer’s attention, including without limitation any compromise of the username and password associated with a Login Account or unauthorized use of a Customer Login Account or the Service. In the event of any unauthorized use of a Login Account, Customer will take all steps necessary to terminate such unauthorized use. Additionally, Customer will provide Richpanel with such cooperation and assistance related to investigation and remediation of any such breach, incident, threat, or vulnerability as Richpanel may reasonably request.

1.9 Consulting Services:

Richpanel may provide implementation, configuration, training, and other similar services related to the Service (collectively “Consulting Services“). All Consulting Services, including the applicable fees for such services, will be set out in either an Order Form or a statement of work executed by the Parties (“Statement of Work“) which will reference and be governed by this Agreement. Any materials produced by or with Richpanel in the course of providing any support or Consulting Services to Customer (the “Service Materials“), shall remain the exclusive property of Richpanel. Service Materials include materials created for or in cooperation with Customer, but do not include any Collected Data, Customers Confidential Information or the Service. Customer shall reimburse Richpanel for all reasonable, pre-approved (by Customer in writing) and appropriately documented travel and related expenses incurred by Richpanel in performing any support or Consulting Services for Customer under this Agreement.

2. Data

2.1. Use of Collected Data:

Customer may use the Tools provided with the Service to generate Reports pertaining to the Collected Data. Customer represents and warrants that

• Customer has the right to provide to Richpanel the Collected Data and the Personal Information contained therein, upload Collected Data to the Service, and export the data using services and locations designated by Customer;
• Customer’s use, transmission, and export of Collected Data is and will be in compliance with this Agreement, and all applicable laws, regulations, and ordinances, including relevant data privacy laws; and
• Customer has provided all necessary notices and obtained all necessary consents related to the collection and use of such Collected Data in the manner described in this Agreement.

Richpanel reserves the right to review and/or remove any Customer Data if Richpanel suspect that it is in violation of this Agreement and/or applicable laws. Richpanel will only access and use the Collected Data to the extent it is necessary to provide the Service to Customer. Notwithstanding the foregoing, Richpanel may use the Collected Data for the purpose of supporting, generally maintaining, and improving the Service as well as for developing and distributing general benchmarks or statistics pertaining to the Service, provided the Collected Data is used in the aggregate and is in anonymized form.

2.2. Privacy:

Richpanel’s privacy practices regarding any Personal Information stored in the Service are governed by the then-current version of Richpanel’s privacy policy posted at https://www.richpanel.com/privacy-policy/, as it is amended from time to time, and which is incorporated by reference herein.

2.3. Security:

Richpanel currently uses Amazon Web Services (AWS) as its storage provider. AWS infrastructure is housed in Amazon-controlled data centers. AWS has been accredited under ISO 27001, as well as SOC 1/SSAE 16/ISAE 3402 (Previously SAS 70 Type II). For more information on the security provided by Amazon Web Services, please see the Amazon Web Services Security Center page (http://aws.amazon.com/security/). Richpanel shall endeavor to implement reasonable security measures in connection with the Service; however, Customer acknowledges, that no data transmission over the Internet or data storage system can be guaranteed to be 100% secure and Richpanel cannot guarantee the security of data transmitted to it or that it stores. Customer acknowledges that if it wishes to protect its transmission of Collected Data, it is Customer’s responsibility to use a secure encrypted connection to communicate with the Service. At Customer’s option, Customer may use Transport Layer Security (TLS)/Secure Socket Layer (SSL) encryption where Collected Data is collected to help protect its transmission using the Internet. Richpanel shall not be liable to Customer for any liabilities arising from the operation of the Service over the Internet or other networks outside of its control.

2.4 Data Backups and Retention:

Customer understands and agrees that Customer is solely responsible for maintaining appropriate backups and archives of Customer’s Collected Data. Richpanel will have no responsibility (or related liability) for backing up any Collected Data or other information that Customer provides to Richpanel. Customer acknowledges that Richpanel’s obligation to retain Collected Data terminates under Section 9.4 after expiration or termination of this Agreement.

3. Payment Terms:

3.1. Fees:

Customer will pay Richpanel the fees for the Service (“Service Fees”) in accordance with the Order Form as shown on Richpanel’s monthly invoice to Customer based on Customer’s usage of the Service. Customer’s Plan Tier will be based on whichever aspect of usage shown on the columns in the Order Form Table is in the highest Plan Tier. For example, if Customer’s usage corresponds to one Plan Tier in all respects, except Customer’s Monthly Tracked Visitors corresponds to the next higher Plan Tier, Customer shall pay Service Fees based on the next higher Plan Tier.

At the beginning of each month of the Subscription Term, Richpanel will invoice Customer for the Monthly Fee corresponding to Customer’s then-current Plan Tier, and Customer shall pay such Monthly Fee.

If, however, during a given month, any of the limits corresponding to Customer’s current Plan Tier are exceeded, Richpanel will invoice Customer for the difference between Customer’s Current Plan Tier and the Monthly Fee for the Plan Tier corresponding to Customer’s actual usage of the Service that month (the “True Up Amount”), and Customer shall pay such True Up Amount. Each later invoice will reflect, and Customer shall pay, any True Up Amount for the previous month and the Monthly Fee for the current month. After exceeding the then-current Plan Tier for two months (whether or not consecutive), Customer’s Plan Tier will be upgraded to the Plan Tier corresponding to Customer’s current usage for the remainder of the Subscription Term.

3.2. Payment Terms:

Richpanel reserves the right to determine pricing for the Service. Richpanel will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information, located here: https://richpanel.com/plans. Richpanel may change the fees for any feature of the Service, including additional fees or charges, if Richpanel gives you advance notice of changes before they apply. Richpanel, at its sole discretion, may make promotional offers with different features and different pricing to any of Richpanel’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

3.3. Authorization:

You authorize Richpanel to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Richpanel, to the payment method specified in your account. If you pay any fees with a credit card, Richpanel may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

3.4. Subscription Service and Cancellation Policy:

The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Richpanel to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee”, please see our Pricing page. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by accessing your account settings at: https://app.richpanel.com#settings/subscription and clicking on the “Cancel Plan” option.

3.5. Delinquent Accounts:

Richpanel may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

3.6. Taxes and Interconnection Expenses:

Customer will be responsible for all taxes related to the Service Fees or Customer’s use of the Service, excluding taxes based on Richpanel’s net income, unless Customer provides Richpanel a valid tax exemption certificate or other evidence satisfactory to Richpanel of Customer’s tax exemption. Customer will also be responsible for procuring and maintaining all hardware, software and telecommunications services needed to connect Customer’s network to the Service and for paying all third-party access charges (e.g., Internet service provider fees).

4. Proprietary Rights:

4.1 Ownership:

Richpanel and its suppliers retain all right, title and interest, in and to the Service (including all of its software and technology components), the structure and format of any Reports, its trademarks, its Confidential Information, and the Feedback (as defined below), including all intellectual property rights therein. In no event will Customer contest or dispute Richpanel’s exclusive ownership rights in the foregoing. Other trademarks, service marks, and trade names that may be used on or in connection with the Service are the property of their respective owners. Customer will retain all right, title and interest, in and to the Collected Data, the Reports related to such Collected Data, Customer’s trademarks, and Customer’s Confidential Information, including all intellectual property rights therein, subject to Richpanel’s rights in Section 1.4.

4.2 Use of Software Tools:

Certain Tools that are furnished to Customer in connection with the Service are provided by Richpanel under the terms and conditions of the Apache License, Version 2.0. Such terms and conditions for the use of the Tools are incorporated by reference herein. Customer may obtain a copy of the Apache License at http://www.apache.org/licenses/LICENSE-2.0. Except as expressly provided herein, the Tools are distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. See the Apache License for the specific language governing permissions and limitations under the Apache License. Notwithstanding the foregoing, Customer understands that the Service is intended for use with the Tools as provided to Customer byRichpanel. To the extent Customer modifies the Tools, Customer does so at its own risk, and Customer agrees to hold Richpanel harmless from any damages, losses, and liability that may arise from Customer’s modification of the Tools.

4.3. Feedback:

Richpanel welcomes Customers suggestions or feedback on how to improve the Service or the Tools. If Customer provides any ideas, suggestions or recommendations to Richpanel regarding the Service or Tools (“Feedback“), Richpanel shall have a perpetual worldwide license to copy, retain, use and incorporate such Feedback in its products and/or services, without payment of royalties or other consideration to Customer.

5. Confidentiality

5.1. Confidential Information:

“Confidential Information” means any and all confidential or proprietary non-public information and data of one party (the “Disclosing Party“) disclosed to the other (the “Receiving Party“) in connection with this Agreement, which is identified or should be reasonably understood to be confidential. Customer’s Confidential Information includes the Collected Data and the resulting Reports. Richpanel’s Confidential Information includes the Service, Documentation, and all other applications, tools, and technical information made available to Customer in connection with the Service. Confidential Information of each Party includes this Agreement, as well as any Order Forms and Statements of Work and all business and marketing plans, technology and technical information, product plans and designs, roadmaps, specifications, and other similar information disclosed by a Party. Confidential Information does not include any information which:

• is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement;
• was within the Receiving Party’s possession prior to its disclosure to it by or on behalf of the Disclosing Party;
• becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party not under obligation to keep such information confidential; or
• is developed independently by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

5.2. Protection of Confidential Information:

The Receiving Party agrees to

• protect the Confidential Information using the same degree of care that it uses to protect its own Confidential Information of like kind, but in no event less than reasonable care;
• not to use the Confidential Information for any purpose outside of this Agreement; and
• not to disclose the Confidential Information to any third party other than its contractors and agents who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement.

In the event that a Receiving Party becomes legally obligated by applicable law, administrative or judicial process, or other legal process to disclose any Confidential Information provided pursuant to this Agreement, such Receiving Party shall provide the Disclosing Party with prompt written notice (to the extent it is legally permitted) so that such Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. Provided such notice is given, no disclosure in response to such obligation or process shall constitute a breach of this Agreement.

6. Warranties

6.1. Mutual Warranties:

Each party represents and warrants to the other party that:

• it has all authority to enter into this Agreement; and
• its acceptance of this Agreement, and the performance by such party of its obligations and duties hereunder, do not and will not violate or conflict with any agreement to which such party is a party or by which it is otherwise bound.

6.2 Richpanel Warranties:

Richpanel warrants that

• during the Subscription Term, the Service will be performed materially in accordance with the applicable Documentation, under normal use and circumstances;
• the Service consists entirely of software and Documentation fully owned and/or licensed by Richpanel; and
• Richpanel will use commercially reasonable efforts to ensure the Service and any components thereof as delivered to Customer, do not contain authorization codes (except authentication functionality), computer viruses, spyware, time bombs, worms, or other contaminants intended to modify, monitor, damage, or disable Customer’s Collected Data or any other party’s systems or data. Customer must timely and properly report any issues with the Service to Richpanel so that Richpanel may have the opportunity to research and resolve such issues. For any breach of an above warranty, Customer’s sole and exclusive remedies are those set forth in Section 9.3 (Termination for Cause) and Section 9.5 (Effect of Termination).

6.3 Disclaimer:

EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 6.2 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RICHPANEL MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE, TOOLS, DOCUMENTATION, REPORTS, AND ANY OTHER SOFTWARE OR MATERIALS THAT RICHPANEL MAY MAKE AVAILABLE DURING THE SUBSCRIPTION TERM. RICHPANEL DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT RICHPANEL IS PROVIDING A SERVICE THAT IS INTENDED ONLY TO ASSIST CUSTOMER IN OPERATING CUSTOMER’S OWN BUSINESS AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR (AND RICHPANEL ASSUMES NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) THE DECISIONS MADE BASED ON CUSTOMER’S USE OF THE SERVICE, TOOLS, REPORTS, OR RELATED DOCUMENTATION AND SERVICES, OR ANY EFFECTS ON BUSINESS THAT MAY RESULT FROM SUCH USE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) IN NO EVENT WILL EITHER PARTY, AND ITS OFFICERS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY OR ITS OFFICERS, EMPLOYEES, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY, AND ITS OFFICERS, EMPLOYEES, AND SUPPLIERS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR OWING BY CUSTOMER TO RICHPANEL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS SECTION 8 SHALL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS OR CUSTOMER’S BREACH OF SECTION 1.4 (RESTRICTIONS).

8. Indemnification

Subject to this Agreement, Richpanel will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the unmodified Tools and Reports (as made available by Richpanel and used in accordance with this Agreement) infringe such third party’s copyright or misappropriate such third party’s trade secrets, and Richpanel will indemnify Customer from any damages, reasonable attorneys’ fees and costs finally awarded against Customer or amounts paid by Customer in any final settlement entered into by Richpanel. Customer agrees to defend Richpanel against any claim, demand, suit, or proceeding made or brought against Richpanel by a third party alleging that the Collected Data or Customer’s use of the Service infringes the rights of, or has caused harm to, such third party or violates any law and Customer will indemnify Richpanel from any damages, reasonable attorneys’ fees and costs finally awarded against Richpanel or amounts paid by Richpanel in any final settlement entered into by Customer. The party entitled to be indemnified under this Section 8 (the “Indemnified Party”) will give prompt written notice to the other party (the “Indemnifying Party“) of any claims. The Indemnifying Party reserve the right to assume exclusive defense and control of any matter which is subject to indemnification under this Section 8, in which case the Indemnified Party agrees to cooperate with any reasonable requests to assist in the defense of such matter. The Indemnified Party may participate in the defense at its own cost and through its own counsel. Neither the Indemnifying Party nor the Indemnified Party will settle or dispose of any claim in any manner that would adversely affect the rights or interests of the other party without the prior written consent of the other party, which will not be unreasonably withheld or delayed.

9. Terms and Termination

9.1. Term:

Unless earlier terminated in accordance with this Agreement, this Agreement shall continue until all subscriptions hereunder have expired or have been terminated (“Term”). The Subscription Term for a given subscription shall be as set forth in the applicable Order Form. Except with respect to a Trial Period and as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the Subscription Term.

9.2. Termination for Convenience:

Either party will have the right to terminate an Order Form for convenience upon thirty (30) days’ written notice subject to the plan level terms set forth on the Order Form, and provided that any termination for convenience by Customer shall not relieve Customer of Customer’s obligations to pay all Service Fees through the end of the Subscription Term of the outstanding Order Form(s).

9.3. Termination for Cause:

Either party may terminate an Order Form and/or this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days from the date of written notice of breach by the non-breaching party. Notwithstanding the foregoing, non-payment of any Service Fees or other fees due to Richpanel will be considered a material breach for which there will be no opportunity to cure. If Customer materially breaches this Agreement, Richpanel may, without limitation of its other rights and remedies, suspend the Service and/or withhold further performance of its obligations under this Agreement. In addition, Richpanel may suspend the Service and/or terminate any and all Order Forms and this Agreement in event of any breach or threatened breach by Customer or Customer’s Users of the restrictions set forth in Section 1.4.

9.4. Export and Destruction of Collected Data:

Customer shall have the ability to export or retrieve the Collected Data from the Service at any time during the Term and within thirty (30) days after the effective date of expiration or termination of the Agreement. Following such period, Richpanel will have no obligation to maintain or provide Collected Data and shall thereafter, unless legally prohibited, automatically delete all Collected Data in its systems or otherwise in its possession or under its control. Customer acknowledges that following such period and deletion of Collected Data, the Collected Data will be unrecoverable.

9.5 Effect of Termination:

Upon termination or expiration of this Agreement for any reason, all licenses and other rights granted to Customer hereunder will immediately terminate and Customer will cease all use of the Service. Upon termination of an Order Form and/or this Agreement by Customer pursuant to Section 9.3, Richpanel will refund the unused portion of any prepaid Service Fees. Upon termination of an Order Form and/or this Agreement by Richpanel pursuant to Section 9.3, Customer will pay any unpaid Service fees for the remainder of the Subscription Term of each terminated Order Form. Sections 1.4 (Restrictions), 2.1 (Use of Collected Data), 2.4 (Data Backups and Retention), 3 (Payment Terms), 4 (Proprietary Rights), 5 (Confidentiality), 6.3 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Term and Termination), 11 (Governing Law), 12 (General), 13 (Changes to the Terms of Service), and 14 (Definitions) will survive the termination or expiration of this Agreement.

9.6 Suspension:

Without limiting Richpanel’s rights or remedies hereunder, Richpanel shall be entitled to suspend Customer’s use of the Service if Richpanel determines, in its sole judgment, that Customer is using the Service in a manner that breaches Section 1.4 for so long as Richpanel believes is necessary to mitigate the risk of harm to the Service or other parties. Richpanel will use commercially reasonable efforts to notify Customer in advance of such suspension, but will provide notice promptly after of any suspension. Suspension of use of the Service shall not release Customer from its obligations under this Agreement, provided, however, that Customer shall receive credit for the full suspension period if, after a reasonable investigation, Richpanel determines that Customer did not, in fact, breach Section 1.4.

10. Copyright Complaints

Richpanel respects the intellectual property rights of others and will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to Richpanel. Pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. 512(c)(2), our designated agent for notice of alleged copyright infringement in connection with the Service is:

Richpanel

Attn: Chief Executive Officer

1885 Cabana Dr

San Jose, CA 95125

Richpanel will respond appropriately to DMCA takedown notifications, which Customer acknowledges may result in the removal of certain Collected Data from Customer’s account. To file a counter notification with Richpanel to restore any removed content, the requirements specified 17 U.S.C. 512(g)(3) must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website.

11. Governing Law; Venue:

This Agreement is to be construed in accordance with and governed by the laws of the State of California without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply, and is hereby expressly excluded. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the federal and/or state courts, as applicable, in San Jose, California. The parties consent to the jurisdiction of such courts and waive any defenses based on improper venue or lack of personal jurisdiction in any suit, action, or proceeding filed in such courts.

12. General:

Richpanel may identify Customer as a customer of Richpanel, including but not limited to using Customer’s company name and logo in its customer list, website, blog, social media pages, or any other marketing or promotional materials of any kind. If requested by Richpanel, subject to each party’s prior review and approval as to content, Customer agrees to issue a joint press release with Richpanel within three (3) months of our request. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by this Agreement and, in the case of Customer’s assignment, all past Service Fees are paid in full. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise between the parties, and the parties will at all times be and remain independent contractors. Neither party will be liable under this Agreement because of any failure or delay in the performance of its obligations (except for payment of money) on account of riots, fire, flood, tsunami, storm, earthquake, acts of God, hostilities, terrorism, Internet or other network delays or failures, power failures, unanticipated product development problems, or any other cause directly affecting such failure or delay and beyond such party’s reasonable control. If any of the provisions of this Agreement are determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provisions will be deemed to be severed and struck from this Agreement, while the remaining provision(s) of the Terms continue in full force and effect and are enforced to the extent possible, consistent with the stated intention of the parties. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. This Agreement (including all Order Forms and Statements of Work executed by both parties) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof. Except as expressly provided in this Agreement, no amendment, or modification of this Agreement will be effective unless in writing and signed by a duly authorized signatory of each party. While the parties may communicate by any means in the performance of this Agreement, any notice of termination or other legal notice to a party shall be in writing and sent to the address of such party above (or any successor address designated by a notice hereunder) by nationally-known courier service that confirms delivery in writing. Such notices will be deemed to be given upon receipt. The words “include” and “including” mean “including, but not limited to.” This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be handwritten signatures.

13. Sidekick AI Terms of Service

Please consider the following when deciding if you would like to participate in the Sidekick AI assist and use the Sidekick Services. Use of the Sidekick Services is at your own discretion and risk.

Sensitive Personal Information. Customer's use of the Sidekick Services is not covered by any existing business associate agreement with OpenAI. Customer shall be solely responsible for any sensitive personal information that is inadvertently submitted to the Sidekick Services. Richpanel and its third party technology providers (including OpenAI) are not subject to any additional obligations that apply to sensitive personal information under these Terms, regardless of whether you and Richpanel have previously entered into a business associate agreement that applies to Richpanel services to which you subscribe.

Processing by OpenAI. Customer acknowledges that by using the Sidekick Services, you agree to OpenAI acting as a subprocessor of any personal data submitted to the Sidekick Services.

No Regional Data Hosting. The Sidekick Services involve an integration with OpenAI, whose services are currently hosted in the U.S. Given such, no regional data hosting is offered by Richpanel in connection with use of the Sidekick Services

14. Changes to The Terms of Service

13.1 Change Procedures:

Richpanel is permitted to modify these Terms of Service from time to time by posting a revised version on the Richpanel website or by otherwise notifying you in accordance with Section 13. Changes are effective upon posting or on the date stated in the notice. Your continued use of the Service after the effective date of any changes to the Terms of Service constitutes your agreement to be bound by the changes to the Terms of Service. It is your responsibility to check the Richpanel website regularly for modifications to these Terms of Service.

13.2 Material Changes:

This means any change to the Terms of Service that would materially reduce Customer’s rights or benefits, or materially increase Customer’s obligations or liability under the Terms of Service. Notwithstanding Section 13.1, any changes to the Terms of Service that include a Material Change will only be effective after thirty (30) days following posting on the Richpanel website or receipt of the notice of the change (the “Notice Period”). Customer shall have the right to opt out of any Material Change by sending notice of its objection to legal@richpanel.com within the Notice Period, in which case the Material Change shall not apply to Customer for the duration of the Term. However, if Customer sends Richpanel such an objection notice, Richpanel shall have the right to terminate the Agreement by giving Customer at least thirty (30) days’ written notice of termination.

15. Definitions

“Collected Data” means electronic data and information submitted by Customer to the Service via the Tools.

“Documentation” means the online documentation that Richpanel provides with the Service, as may be updated from time to time.

“Health Information” has the meaning ascribed to it under the Health Insurance Portability and Accountability Act (“HIPAA”), 42 U.S.C. § 1320(4), and regulations promulgated under HIPAA.

“PCI Data” means the following information relating to payment cards, which are defined in the Payment Card Industry (PCI) Data Security Standard:

• Primary Account Numbers (PAN), cardholder names, expiration dates, or service codes; or
• Full track data (magnetic-stripe data or equivalent on a chip), CAV2/CVC2/CVV2/CID, or PINs/PIN blocks.

“Personal Information” means:

• Any information maintained about an identified or identifiable living natural person, including without limitation (1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, driver’s license, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, including without limitation medical, educational, financial, and employment information;
• Any information relating to an identified or identifiable living natural person; or
• Any information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws.

“Reports” means all data metrics, results of queries run on td-command, visualizations of Collected Data, and other reports produced by the Service relating to Collected Data.

“Service” means the Richpanel cloud-based managed service for data collection, storage, and analytics ordered by Customer under a Free Trial or Order Form and made available by Richpanel, including the Tools, and any associated offline components, as described in the Documentation, but excluding the Third Party Services.

“Subscription Term” means the term stated on the applicable Order Form.

“Tools” means the Richpanel Help desk, Insights dashboard and cards, Live chat, Ticketing, Marketing Suite and/or other similar Richpanel tools and utilities (excluding Third Party Services) that Richpanel may make available to Customer for use in connection with the Service during the Subscription Term.

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