Terms

1. The Agreement. These Terms apply to all Customers and Authorized Users of Pragli, Inc ("we, "us", "Gentrace") that purchase or use our Service. Conflicts between parts of the Agreement are governed by Section 22.5 (Order of Precedence). Capitalized terms are defined in context or in Section 23 (Definitions).

2. Service. Subject to this Agreement, Customer may use the Service for its own business purposes during each Subscription Term (“Permitted Use”). This includes the right to copy and use the Gentrace Software and Documentation as part of Customer’s Permitted Use. Customer will comply with the Documentation in using the Service.

3. Users. Customer may permit Users to use the Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Service and for their compliance with this Agreement.

4. Affiliates. Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Gentrace, which creates a separate agreement between each such Affiliate and Gentrace incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Gentrace, and breach or termination of any such separate agreement affects only that agreement.

5. Data.

5.1. Use of Customer Data. Subject to this Agreement, Gentrace will access and use Customer Data solely to provide and maintain the Service and Support under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the Service, but Gentrace will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.

5.2. Security. Gentrace will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.

5.3. DPA. The parties will adhere to the Data Protection Addendum (DPA)

5.4. Usage Data. Gentrace may collect Usage Data and use it to operate, improve and support the Service and for other lawful business purposes, including benchmarking and reports. However, Gentrace will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.

6. Mutual Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.

7. Support and SLA.

7.1. Support. Gentrace will provide Support for the Service consistent with industry-standards and its general business practices.

7.2. SLA. Gentrace will use commercially reasonable efforts to make the Service available for Customer’s use 99.9% of the time in each month.

8. Warranties.

8.1. Mutual Warranties. Each party represents and warrants that:

(a) it has the legal power and authority to enter into this Agreement, and

(b) it will use industry-standard measures to avoid introducing Viruses into the Service.

8.2. Performance Warranty. Gentrace warrants that the Service will perform materially as described in the Documentation and Gentrace will not materially decrease the overall functionality of the Service during a Subscription Term.

8.3. Warranty Remedy. Gentrace will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer.

8.4. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Gentrace's warranties in this Section 8 do not apply to issues arising from Third Party Platforms or misuse or unauthorized modifications of the Service. These disclaimers apply to the full extent permitted by Law.

9. Usage Rules.

9.1. Compliance. Customer represents and warrants that it has all rights necessary to use Customer Data with the Service and grant Gentrace the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data.

9.2. High Risk Activities. Customer:

(a) will not use the Service for High Risk Activities,

(b) acknowledges that the Service is not designed for (and Gentrace has no liability for) use prohibited in this Section 9.2.

9.3. Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Service (in whole or part), grant non-Users access to the Service or use the Service to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Gentrace, (c) copy, modify, create derivative works of or remove proprietary notices from the Service, (d) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions or (e) use the Service to develop a product that competes with the Service.

10. Third-Party Platforms. Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Gentrace is not responsible for Third-Party Platforms or how their providers use Customer Data.

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12. Fees.

12.1. Payment. Customer will pay all fees incurred while using Gentrace. All amounts are due within 30 days after the invoice date (the “Payment Period”). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement.

12.2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Gentrace's income tax. Fees and expenses are exclusive of Taxes.

12.3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Gentrace within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.

13. Suspension. Gentrace may suspend Customer’s access to the Service and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Gentrace is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Gentrace will promptly restore Customer’s access to the Service in accordance with this Agreement. “Suspension Event” means (a) Customer’s account is 30 days or more overdue, (b) Customer is in breach of Section 9 (Usage Rules) or (c) Customer’s use of the Service risks material harm to the Service or others.

14. Term and Termination.

14.1. Subscription Terms. Each Subscription Term will last for an initial 1 month period. Each Subscription Term will renew for successive periods unless either party notifies the other of non-renewal before the end of the current Subscription Term.

14.2. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.

14.3. Termination. Either party may terminate this Agreement (including all Subscription Terms) if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

14.4. Data Export & Deletion.

(a) During a Subscription Term, Customer may export Customer Data from the Service (or Gentrace will otherwise make the Customer Data available to Customer) as described in the Documentation.

(b) After termination or expiration of this Agreement, within 60 days of request, Gentrace will delete Customer Data and each party will delete any Confidential Information of the other in its possession or control.

(c) Nonetheless, the recipient may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to Section 5.2 (Security), Section 18 (Confidentiality) and DPA .

14.5. Effect of Termination.

(a) Customer’s right to use the Service and Support will cease upon any termination or expiration of this Agreement, subject to this Section 14.

(b) The following Sections will survive expiration or termination of this Agreement: 5.4 (Usage Data), 8.4 (Disclaimers), 9 (Usage Rules), 12.1 (Payment) (for amounts then due), 12.2 (Taxes), 14.4 (Data Export & Deletion), 14.5 (Effect of Termination), 15 (Intellectual Property), 16 (Limitations of Liability), 17 (Indemnification), 18 (Confidentiality), 19 (Required Disclosures), 22 (General Terms) and 23 (Definitions).

(c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

15. Intellectual Property.

15.1. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Gentrace's express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data provided to Gentrace. Except for Customer’s express rights in this Agreement, as between the parties, Gentrace and its licensors retain all intellectual property and other rights in the Service and related Gentrace technology.

15.2. Feedback. If Customer gives Gentrace feedback regarding improvement or operation of the Service or Support, Gentrace may use the feedback without restriction or obligation. All feedback is provided “AS IS” and Gentrace will not publicly identify Customer as the source of feedback without Customer’s permission.

16. Limitations of Liability.

16.1. General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.

16.2. Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

16.3. Exceptions and Enhanced Cap. Sections 16.1 (General Cap) and 16.2 (Consequential Damages Waiver) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party’s entire liability will not exceed the Enhanced Cap.

16.4. Nature of Claims. The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

16.5. Liability Definitions.

“Enhanced Cap” means three times (3x) the General Cap.

“Enhanced Claims” means Gentrace's breach of Section 5.2 (Security) or either party’s breach of Section 5.3 (DPA).

“General Cap” means amounts paid or payable by Customer to Gentrace under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.

“Uncapped Claims” means (a) the indemnifying party’s obligations under Section 17 (Indemnification), (b) either party’s infringement or misappropriation of the other party’s intellectual property rights, (c) any breach of Section 18 (Confidentiality), excluding breaches related to Customer Data and (d) liabilities that cannot be limited by Law.

17. Indemnification.

17.1. Indemnification by Gentrace. Gentrace, at its own cost, will defend Customer from and against any Gentrace-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Gentrace resulting from the Gentrace-Covered Claims.

17.2. Indemnification by Customer. Customer, at its own cost, will defend Gentrace from and against any Customer-Covered Claims and will indemnify and hold harmless Gentrace from and against any damages or costs awarded against Gentrace (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.

17.3. Indemnification Definitions.

“Customer-Covered Claim” means a third-party claim arising from Customer’s breach or alleged breach of Section 9.1 (Compliance) or 9.2 (High-Risk Activities).

“Gentrace-Covered Claim” means a third-party claim that the Service, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party’s intellectual property rights.

17.4. Procedures. The indemnifying party’s obligations in this Section 17 are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Gentrace is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

17.5. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Gentrace determines necessary to avoid material liability, Gentrace may: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement, without reducing the Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

17.6. Exceptions. Gentrace’s obligations in this Section 17 do not apply to claims resulting from (a) modification or unauthorized use of the Service, (b) use of the Service in combination with items not provided by Gentrace, including Third-Party Platforms or (c) Gentrace Software other than the most recent release, if Gentrace made available (at no additional charge) a newer release that would avoid infringement.

17.7. Exclusive Remedy. This Section 17 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 17.

18. Confidentiality.

18.1. Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

18.2. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Gentrace, the subcontractors referenced in Section 22.10), provided it remains responsible for their compliance with this Section 18 and they are bound to confidentiality obligations no less protective than this Section 18.

18.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

18.4. Remedies. Breach of this Section 18 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

19. Required Disclosures. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

20. Publicity. Neither party may publicly announce this Agreement without the other party’s prior approval or except as required by Laws.

21. Trials and Betas. Gentrace may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Gentrace (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Gentrace offers no warranty, SLA or Support for Trials and Betas.

22. General Terms.

22.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

22.2. Governing Law and Courts. The Governing Law governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in the Courts and each party consents to the exclusive jurisdiction and venue of the Courts for these purposes.

22.3. Notices.

(a) Except as set out in this Agreement, notices, requests and approvals under this Agreement will be sent by email.

(b) Gentrace may also send operational notices through the Service.

22.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.

22.5. Order of Precedence. First any Additional Terms will control in any conflict with these Gentrace Cloud Terms. An Order may not modify any other part of the Agreement unless the Order specifically identifies the provisions that it supersedes.

22.6. Amendments. Any amendments to this Agreement must be in writing and signed by each party’s authorized representatives.

22.7. Operational Changes. With notice to Customer, Gentrace may modify the Terms to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Gentrace's overall obligations during a Subscription Term.

22.8. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

22.9. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Service for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Gentrace will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer’s obligations to pay fees owed.

22.10. Subcontractors. Gentrace may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Gentrace remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.

22.11. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

22.12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

22.13. Open Source. Gentrace Software distributed to Customer (if any) may include third-party open source software (“Open Source”) as listed in the Documentation or by Gentrace upon request. If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.

22.14. Export. Each party (a) will comply with all export and import Laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to the Service any data controlled under the U.S. International Traffic in Arms Regulations.

22.15. Government Rights. To the extent applicable, the Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Service is governed solely by the terms of this Agreement, and all other use is prohibited.

23. Definitions.

“Additional Terms” means any additions to or modifications of these Gentrace Cloud Terms.

“Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

“Agreement” has the meaning given in Section 1 (The Agreement).

“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Gentrace's Confidential Information includes technical or performance information about the Service, and Customer’s Confidential Information includes Customer Data.

“Customer” means the company or other legal entity represented by the individual accepting this agreement.

“Customer Data” means any data, content or materials that Customer (including its Users) submits to its Service accounts, including from Third-Party Platforms.

“Data Protection Addendum” or “DPA” is defined in Section 5.3 (DPA).

“Documentation” means Gentrace's standard usage documentation for the Service.

“Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.

“Gentrace Cloud Terms” means these Gentrace Cloud Terms.

“Gentrace Software” means any proprietary apps or software that Gentrace distributes to Customer as part of the Service.

“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Key Terms” means Effective Date, Governing Law, Courts or other terms specified by the parties.

“Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.

“Order” means an order for Customer’s access to the Service, Support, or related services that is executed by the parties and references this Agreement.

“Personal Data” means Customer Data relating to an identified or identifiable natural person.

“Service” means Gentrace's proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes the Gentrace Software and Documentation but not Third-Party Platforms.

“Service Level Agreement” or “SLA” is defined in Section 7.2 (SLA).

“Subscription Term” means the term for Customer’s use of the Service as identified in an Order.

“Support” means support for the Service as described in Section 7.1 (Support).

“Support Policy” is defined in Section 7.1 (Support).

“Third-Party Platform” means any product, add-on or platform not provided by Gentrace that Customer uses with the Service.

“Trials and Betas” mean access to the Service (or Service features) on a free, trial, beta or early access basis.

“Usage Data” means Gentrace's technical logs, data and learnings about Customer’s use of the Service, but excluding Customer Data.

“User” means anyone that Customer allows to use its accounts for the Service, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement, the Documentation or an Order.

“Virus” means viruses, malicious code or similar harmful materials.

Attribution notice: this agreement was adapted from the Bonterms Standard Cloud Terms and usage is regulated by this license .

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