These Reltio Evaluation General Terms and Conditions (these “Evaluation Terms”) are between Reltio, Inc., a Delaware corporation, (“Reltio”) and the Company identified on the accompanying Participation Request Form (the “Form”). The individual submitting the Form represents and warrants to Reltio that they have the authority to bind the Company to these Evaluation Terms, and to accept these Evaluation Terms on the Company’s behalf. These Evaluation Terms shall equally apply and bind any Company affiliate, who may participate or have access to the Evaluation, or its results (“Affiliate”).
1. Reltio Evaluation. Company may evaluate the Reltio Connected Data Platform (“Reltio Platform”) for the trial period indicated on the Form (“Evaluation Period”), subject to the following Company rights and obligations (the “Evaluation”).
2. Use for Company Evaluation. Reltio will provide Company access to the Reltio Platform for the Evaluation Period, and hereby grants to Company, its Affiliates and its authorized users a limited, revocable, non-transferable, non-sublicensable, non-exclusive right during the Evaluation Period to access and use the Reltio Platform and any associated documentation or materials Reltio may provide (“Documentation”) solely for Company’s internal demonstration, evaluation, and testing.
3. Restrictions and Limitations. In conjunction with any Evaluation, Company shall not, nor permit its Affiliates or authorized users to: (i) use the Reltio Platform in a commercial or production environment or for any commercial purpose; (ii) allow any third party who is not an authorized user to access the Reltio Platform; (iii) copy, decompile, reverse engineer, modify, alter, disassemble, or otherwise reconstruct or discover the Reltio Platform or Documentation, including its source code, or translate or create derivative works thereof; (iv) conduct benchmark or performance tests, or disclose the results of any such tests; (v) access the Reltio Platform or its output for the purpose of developing a competitive product or service; (vi) use the Reltio Platform to store or transmit content that is libelous, harassing, discriminatory, violent, obscene, or otherwise illegal including viruses or other malicious code, or in violation of a third-party’s privacy, intellectual property, or other rights; (vii) access, attempt to access, or use the Reltio Platform other than through a validly assigned user ID or other access Reltio provides; (viii) share a user ID with anyone other than the designated authorized user; (ix) attempt to gain access by unauthorized means to the Reltio Platform or related systems or networks (including Company attempts to conduct penetration testing or other scans against Reltio systems without Reltio’s prior written consent); or (x) remove, overprint, deface, obfuscate, or change any notice of confidentiality, copyright, trademark, logo, legend, or other notices of ownership or other rights from the Reltio Platform or Documentation. Reltio retains the right to set additional limitations on Company’s access to the Reltio Platform during the Evaluation Period, such as the maximum number of users, limits on the volume of test or evaluation data or types of records that may be processed during the test and evaluation of the Reltio Platform.
4. Company Obligations. Company is responsible at all times for the acts and omissions of its user’s and its and their compliance with these Evaluation Terms. As between the parties, Company is solely responsible for, and represents and warrants that it has or will timely have when needed, all rights and third-party permissions, if any, necessary for Company to transmit and deliver and/or Reltio to receive, transmit, process and store the test or evaluation data Company introduces to the Reltio Platform (“Test Data”) and otherwise for Company to exercise its rights and obligations hereunder. Company hereby grants to Reltio a non-exclusive, worldwide, royalty-free, non-revocable, and fully paid-up license to use, process, reproduce and store any Test Data it introduces to the Reltio Platform during the Evaluation Period solely for the purpose of exercising its rights and obligations hereunder. Company shall not provide and/or introduce any such Test Data for storage, processing, or transmission in the Reltio Platform that consists of: (a) any protected health data under applicable law, such as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended and supplemented; (b) personal data or personally identifiable information such as data governed by the European Union General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), or other applicable data protection or privacy law; (c) cardholder data that is subject to Payment Card Industry Data Security Standards (“PCI-DSS”); or (d) any information not lawfully transferred to, stored, or processed by Reltio. Reltio Connected Data Platform – Evaluation Terms and Conditions (6-2023)
5. Proprietary Rights. Except for the limited licenses granted under Section 2, Reltio retains all right, title, and interest in and to the Reltio Platform, including, without limitation, all intellectual property rights. Except for the limited licenses expressly granted under Section 4, Company retains all right, title and interest in and to any Test Data it may introduce to the Reltio Platform, including without limitation all intellectual property rights. Reltio will own and retain all right, title, and interest in and to the usage data generated during the Evaluation Period, and any feedback Company provides regarding the Evaluation and the Company’s experience accessing the Reltio Platform. Reltio may use such data and feedback during and after the Evaluation Period for purposes of implementing, operating, maintaining, analyzing, and improving the Reltio Platform. Reltio will not disclose to any third party any such data or feedback in a manner that identifies Company.
6. Equipment and Facilities. Company is responsible for supplying all equipment and third-party software and services necessary for Company to access and use the Reltio Platform during the Evaluation Period, including, without limitation, maintaining adequate internet connectivity to access the Reltio Platform.
7. End of Evaluation. At the end of the Evaluation Period, Reltio will terminate Company’s access to the Reltio Platform, and all licenses and rights granted under these Evaluation Terms shall be terminated.
8. Warranty Disclaimer. COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE RELTIO PLATFORM AND SERVICES UNDER THESE EVALUATION TERMS FORM IS FOR EVALUATION PURPOSES ONLY AND AT COMPANY’S OWN RISK. THE RELTIO PLATFORM AND ANY SERVICES ARE PROVIDED TO COMPANY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. RELTIO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. RELTIO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RELTIO PLATFORM WILL MEET COMPANY’S REQUIREMENTS, OR THAT THE OPERATION OF THE RELTIO PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE RELTIO PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RELTIO OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO COMPANY.
9. Limitation of Liability. IN NO EVENT SHALL RELTIO’S AGGREGATE LIABILITY TO COMPANY OR ANY THIRD PARTY, HEREUNDER OR OTHERWISE UNDER APPLICABLE LAW, ARISING OUT OF OR RELATING TO THE EVALUATION AND ANY SERVICES PROVIDED PURSUANT TO THESE EVALUATION TERMS AND/OR THE SUBMISSION FORM, WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORT, OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED TEN THOUSAND DOLLARS ($10,000.00).
10. General Provisions.
(a) All notices to Reltio shall be addressed to as follows: Legal Department, Reltio, Inc., 100 Marine Parkway, Suite 275, Redwood Shores CA 94065, U.S.A., or by email to firstname.lastname@example.org; and to Company at the address provided on the Form (or such other address as either party may specify in writing).
(b) Company shall not assign these Evaluation Terms or transfer any of the rights, duties, or obligations arising hereunder without the prior written consent of Reltio. These Evaluation Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties thereto.
(c) These Evaluation Terms will be governed by and construed according to the laws of California, without regard to that body of law controlling conflicts of law.
(d) Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.
(e) These Evaluation Terms represent the entire agreement between the parties relating to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral.