Pilot Program Terms & Conditions

PILOT PROGRAM AGREEMENT (“Agreement”)

Among those subscribed, namely: DataKubes LLC. Legal entity duly registered according
to the laws of the United States of America, with 35-2814139, and on the other hand the
Customers of generals described in the applications and service registration via platform or
in writing, they agree to enter into this contract subject to the following terms and
conditions. Each of Customer and DataKubes is referred to individually as “Party” and
collectively as “Parties.”

WHEREAS:

DataKubes is the owner of the Datakubes Platform, offering data solutions Products
and Services products and services for the Customer (the “Products and Services”).
Customer wishes to subscribe an agreement pursuant to which
1. Customer would license software from DataKubes; and
2. DataKubes would provide the Products and Services to Customer.
The Customer is responsible for carefully reading the terms of this agreement before
signing an order form, clicking “accept” and/or accessing or using any products and
services of Datakubes. By (as applicable) signing a service order, clicking “accept” and/or
accessing or using such products and services, the customer confirms that customer has read
and accepts this agreement. Notwithstanding any different or additional terms customer
may reference or provide, Datakubes’ offer or acceptance (as applicable) to enter into an
agreement with customer with respect to the products and services is expressly limited to
this agreement and conditioned on customer’s assent hereto.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Definitions “Background Intellectual Property Rights” means any Intellectual Property Rights in
materials which are provided by a Party in connection with this agreement and the Product
and Services in connection with the same.
“Confidential Information” means any information or matter of confidential nature of the
other Party and the other Party’s Affiliates which may be provided to it and its Affiliate
comes to its knowledge in relation to this Agreement, including without limitation, the
contents and existence of this Agreement and any future agreements contemplated herein
as well as the fact that the discussions and negotiations are taking place in relation to such
Trials and transactions and business and any financial information, software, source code
and specifications, trade secrets, technical information, business forecasts and strategies,
personnel information, and proprietary information of third parties.
“Effective Date” means the date the Customer agrees to the terms of this Agreement.
“Intellectual Property Rights” means
1. patents,
2. copyrights, moral rights, works of authorship (including copyrights in computer software), rights in data and databases, rights to use and protect the confidentiality of confidential information (including know-how)
3. trademarks, service marks, Internet domain names, trade dress, and trade names,
  together with all goodwill associated therewith (“Trademarks”),
4. registrations, applications, renewals, and extensions for any of the foregoing (i)-(iii), whether registered or unregistered, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of
  the world, and in
5. trade secrets, and
6. rights of privacy and publicity. “Agreement” means this Pilot Agreement, as it may be amended from time to time. “Products and Services” means the products and services included in the Pilot Program
  specified www.datakubes.com.
No Fees
1. There shall be no fees collected by Datakubes from the Customer. The pilot program
  is free of charge for the trial period.
Ownership, Delivery, and Provision of the Products and Services
1. Each Party shall own its Background Intellectual Property Rights, and the other Party
  shall not acquire any rights to those Background Intellectual Property Rights or in any
  other Intellectual Property Rights owned by the other Party, whether pre-existing or created
  during the term of this Agreement. As between the Parties, DataKubes is and will be the
  sole and exclusive owner of all right, title, and interest in and to
  1. the Products, Services,
    and Documentation (and all Intellectual Property Rights in and to all of the foregoing),
  2. all information, data, algorithms, software, results and other content that is derived from
    processing any data transmitted by or through the Services and the Products (collectively,
    the “Analytics Data”), including all Intellectual Property Rights therein and thereto, and
  3. all other Intellectual Property Rights developed by DataKubes under this Agreement. To
    the extent Customer has any rights in the Services, Products, Documentation, or Analytics
    Data, it hereby irrevocably assigns to DataKubes all of those rights for no additional
    consideration.
  4. 3.2. During the term of this agreement, DataKubes shall provide the Products and
    Services to Customer described in www.datakubes.com.
    3.3 Customer shall not attempt to, nor permit, procure, enable, or request any other person
    or entity to (i) alter, adapt, copy, disassemble, decompile, reverse engineer, create
    derivative works of, or distribute externally the Products, Services, or Documentation, or
    any portion thereof, (ii) use the Products, Services, or Documentation to (a) create,
    market, or distribute any product or service that is competitive with the Products or
    Services, or (b) transfer, sell, lease, license, sublicense, distribute, disclose, divulge, or
    make available the Products, Services, or Documentation to, or permit use of or access to
    the Products, Services, or Documentation by, any person or entity (except as set forth in
    this Agreement), or (iii) remove, alter, or obscure any intellectual property notice or other
    restrictive notice or legend contained or included in or on any of the Products, Services, or
    Documentation.
Termination
1. This Agreement will be effective as of the Effective Date and will continue in effect
  until the trial period ends.
Customer Indemnity
1. Customer shall indemnify and hold DataKubes, its licensors and each such party’s
  parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and
  agents harmless from and against any and all claims, costs, damages, losses, liabilities
  and expenses (including legal fees and costs) to the extent arising out of or in connection
  with:
  1. a claim alleging that use of the Customer Data or Customer Materials infringes a
    copyright, patent, or a trademark of, or has caused harm to the rights of, a third party;
  2. a claim, which if true, would constitute a violation by Customer of Customer’s
    representations and warranties under this Agreement; or
  3. a claim arising from the breach by Customer or Customer’s Users of this Agreement, provided in any such case that DataKubes
    1. promptly gives notice of the claim to Customer;
    2. gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases DataKubes of all liability
      and does not adversely affect DataKubes’ business or Service);
    3. provides to Customer all available information and reasonable assistance; and
    4. has not compromised or settled such third-party claim.
2. Customer shall indemnify and hold DataKubes, its licensors and each such party’s
  parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and
  agents harmless from and against any and all claims, costs, damages, losses, liabilities
  and expenses (including legal fees and costs) to the extent arising out of or in connection
  with:
  1. a claim alleging that use of the Customer Data or Customer Materials infringes a
    copyright, patent, or a trademark of, or has caused harm to the rights of, a third party;
  2. a claim, which if true, would constitute a violation by Customer of Customer’s
    representations and warranties under this Agreement; or
  3. a claim arising from the
    breach by Customer or Customer’s Users of this Agreement, provided in any such case
    that DataKubes
    1. promptly gives notice of the claim to the Customer;
    2. gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases DataKubes of all liability
      and does not adversely affect DataKubes’ business or Service);
    3. provides to Customer all available information and reasonable assistance; and
    4. has not compromised or settled such third-party claims.
Representations & Warranties
1. Each Party represents and warrants that it has the legal power and authority to enter
  into this Agreement. DataKubes further represents and warrants that the Products and
  Service will perform substantially in accordance with the online DataKubes help
  documentation under normal use and circumstances. In the event of a breach of this
  warranty, Customer’s sole remedy and DataKubes’ sole obligation will be for DataKubes to
  make reasonable commercial efforts to correct the non-Customer further represents and
  warrants that Customer has not falsely identified itself nor provided any false information to
  gain access to the Service and that Customer’s billing information is correct. DataKubes
  warrants that the Services will be performed in a professional and workmanlike manner in
  accordance with generally accepted industry standards.
Limitation of Liability
1. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantages) arising out of, or in any way connected with this agreement, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously
  advised of the possibility of such damages. In no event shall DataKubes’ aggregate liability
  arising from or relating to this agreement exceed the amounts actually paid by and/or due
  from customers in the twelve (12) month period immediately preceding the event giving rise
  to such liability.
Marketing
1. Customer grants DataKubes the right to use Customer’s name, mark, and logo on DataKubes’ website, in DataKubes marketing materials; provided, however, that any such use must be pre-approved, not to be unreasonably withheld, in writing by Customer. Without requiring prior Customer approval, Customer agrees that DataKubes may state the fact that Customer is a DataKubes customer without revealing specifics about the Agreement or the relationship.
Data Protection
1. The Customer acknowledges that its employees’ use of the Services will be subject to
  DataKubes’ standard Privacy Policy, is available at www.datakubes.com (or any successor
  site), as they may be updated from time to time. DataKubes shall comply with its Privacy
  Policy and all applicable laws in connection with its operation of the Services.
Confidentiality
1. Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a ‘Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement. As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans. If Confidential Information is
  1. provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), such shall be conspicuously designated as “Confidential” (or with some other similar legend) or
  2. provided orally, such shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, unless a reasonable person would understand such information to be confidential based on its content. Confidential Information does not include information which
    1. becomes generally available to the public other than as a result of a disclosure by the Receiving party,
    2. was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under this Agreement,
  3. becomes lawfully available to a party on a non-confidential basis from an independent third party, or
  4. is independently developed by the Receiving Party without use or reference to Disclosing Party’s Confidential Information. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, employees or affiliates of the Receiving Party, lawyers, accountants, and other professional advisors of the Receiving Party, or potential acquirers of Receiving Party, in each case such person or entity must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein. Each Receiving Party’s confidentiality obligations with respect to such Disclosing Party’s Confidential Information shall remain in effect for the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement. For the avoidance of doubt, Confidential Information with respect to Customer includes Customer Data, and with respect to DataKubes includes all pricing terms offered to Customer under any Order Form, the DataKubes Technology, and the results of any evaluation of the Products and Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The parties agree that any Non-Disclosure Agreement entered into prior to the applicable Order Form Effective Date shall not limit or reduce each respective Party’s obligations with respect to Confidential Information disclosed under this Agreement.
Entire Agreement
1. This Agreement is the final and exclusive statement of the Parties’ agreement on the
  matters contained in this Agreement. It supersedes all previous negotiations and
  agreements.
2. No failure or delay by either Party in exercising any rights, power, or legal remedy
  available to it under this Agreement will operate as a waiver thereof. Further, the rights of
  each Party under this Agreement are cumulative and not exclusive of rights or remedies
  provided by law and may be waived only in writing and specifically.
Costs
1. Subject to any express provisions to the contrary, each Party shall pay its own costs
  of and incidental to the negotiation, preparation, execution, and carrying into effect of this
  Agreement and in carrying out any related due diligence.
Invalidity
1. In the event any one or more of the provisions contained in this Agreement is for any reason held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been set forth in this Agreement, and the Agreement will be carried out as nearly as possible according to its original terms and intent.
Law and Jurisdiction
1. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida and the Parties irrevocably submit to the exclusive jurisdiction of the Florida courts in relation to any legal actions or proceedings arising out of or in connection with this Agreement.
Independent Relationship
1. Both Parties are independent contractors under this Agreement. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the Parties or any of their personnel, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party will have any express or implied power to enter any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.