Master Service Agreement

This Master Service Agreement (“Agreement”) is a binding agreement made between Datalego Inc. (“Datalego”) and you, the Licensee (“You”, “Your”, “Licensee” or “Company”), governs Your use, under license, of certain Datalego software (“Software”) and access to certain Datalego services (“Services”) according to the terms and conditions set forth below. All components, or terms and conditions, contained in this Agreement are integral to the Agreement and Licensee consents to all of these terms and conditions. All components of this Agreement collectively are referred to herein as the “Agreement”. Licensee acknowledges it has had the opportunity both to review the Agreement and to consult with legal counsel prior to acceptance of this Agreement. By accessing or using the Software and Services, You acknowledge that You have read and understand this Agreement, that You accept all of the terms and conditions contained here in full, and that You agree that the terms and conditions shall be fully and legally binding upon the Parties, without the need for any further indication of acceptance on Your part (such as by signature, click through or other means of electronic acceptance). If You are acting on behalf of a Licensee, You represent that You have full legal authority to bind the Licensee.

In order to access and use the Service, Company will need to register with Datalego and create a test account (“Account”). Company is responsible for maintaining the confidentiality of Company’s Account, including any tokens Datalego provides to Company that enable Company to send data to the Service (“API Tokens”), and of the login and passwords for all users whom Company has authorized to access Company’s Account (“Authorized Users”). Company agrees to notify Datalego if any API Tokens or passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. Company is responsible for all activities that occur under Company’s Account, including those carried out by any Authorized Users associated with Company’s Account. Company will promptly notify Datalego of any unauthorized use of or access to the Service.

Subject to Company’s compliance with this Agreement, Datalego will make the Service available to Company and Company’s Authorized Users on an “As Is” basis during the Term starting as of the first Order Effective Date, solely for Company’s internal business purposes. Company’s rights in the Service will be limited to those expressly granted in this Section 1.2. Datalego and its licensors reserve all rights and licenses in and to the Service not expressly granted under this Agreement. Datalego will provide standard support over email, telephone and video conference, during regular business hours, excluding statutory holidays.

Datalego and its service providers and subcontractors have established and implemented information security policies and safeguards to (i) protect, preserve, and ensure the security, integrity, and confidentiality of Company’s Data while on Datalego’s and its service providers’ systems; (ii) protect against anticipated threats or hazards to the security or integrity of Company’s Data while on Datalego’s and its service providers’ systems; (iii) protect against unauthorized access to or use of Company’s Data while on Datalego’s and its service providers’ systems that could result in substantial harm or inconvenience to Company and its customers.

In the event of any actual or suspected unauthorized access, use, disclosure or loss of Company’s Data while on Datalego’s and its service providers’ systems (a “Security Incident”), Datalego shall promptly after the confirmation of such Security Incident, notify Company in writing of the Security Incident (unless prevented by law). Datalego shall, at its own expense, reasonably cooperate with Company in investigating and responding to such Security Incident, provided that Datalego may seek reasonable reimbursement for expenses from the Company in the event that the Security Incident arises from the failure of the Company or its Authorized Users to comply with Section 1.1.

This Agreement will start on the effective date set forth on the first executed Order and, unless terminated earlier in accordance with this Agreement, will continue until the end of the last Term (as defined in the applicable Order) or the earlier termination of all applicable Orders.

Either party may terminate this Agreement (a) upon written notice to the other party if there are no more outstanding Orders, (b) upon thirty (30) days’ notice (or seven (7) days in the case of nonpayment), if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach during the applicable notice period, or (c) immediately upon written notice upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, the other party's making an assignment for the benefit of creditors, or the other party's dissolution or ceasing to do business. DataLego may also terminate this Agreement immediately upon notice to Company if Datalego reasonably believes doing so is necessary to comply with its legal obligations or otherwise protect Datalego's customers, users, partners or business, provided that in the event of a termination under the terms of this sentence, Datalego shall provide Company with a pro-rated refund of Fees for Services not yet provided by the termination effective date. Upon the effective date of expiration or termination of this Agreement all outstanding Orders, statement of works (“SOW(s)”), and access to Datalego Technology will automatically terminate.

The provisions of Sections 3, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.

Datalego and its licensors exclusively own the Service and all copyrights, patents, trademarks, and other intellectual property rights therein. Company may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the Service.

Datalego does not claim any ownership rights in any data, files, text, graphics, software, works of authorship of any kind, and information or other materials that are captured, or that Company transmits to, uploads to, runs on, processes on, stores in, causes to interface with, or uses, in connection with, Company’s Account on the Service (“Data”). Nothing in this Agreement will be deemed to restrict any rights that Company may have to use and exploit this Data. Company hereby grants to Datalego a non-exclusive, worldwide, non-transferable license to use, reproduce and distribute this Data solely in connection with use of the Service and Datalego’s provision of the Service to Company. Company is solely responsible for all of this Data, including but not limited to the development, operation, maintenance, and use of this Data. All Data residing on Datalego’s servers will be destroyed within ninety (90) days of the termination of this Agreement, or earlier by written notice.

If Company provides Datalego with any suggestions, comments, or other feedback regarding the Service (“Feedback”), Company acknowledges that such Feedback will become the exclusive property of Datalego and Datalego may use (or not use) any such Feedback in any manner and for any purpose, without compensation to Company and without implying or creating any interest on Company’s part in any of our products or services that may be based on such Feedback. Company hereby irrevocably assigns to Datalego all right, title, and interest in any Feedback provided to Datalego.

“Confidential Information” means the Service and Company’s Data; any features, and other information relating to the Service (including, without limitation, all Feedback); and any business or technical information of either party that is disclosed to the other party in connection with this Agreement. The obligations in this Section will not apply to the extent any information: (i) is or becomes generally known to the public through no fault or breach of this Agreement by a party; (ii) is rightfully known by a party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by a party without access to or use of any Confidential Information; or (iv) is rightfully obtained by a party from a third party without restriction on use or disclosure. Each party will not use or disclose any Confidential Information, except as necessary to exercise the rights expressly granted to such party in this Agreement. Each party will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of a similar nature and importance. The recipient may disclose Confidential Information only to individuals within its organization or entity who have a bona fide need to know such Confidential Information for the exercise of its rights under this Agreement, and such party will ensure that each such individual first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. Each party acknowledges and agrees that, except as expressly provided herein, it shall not receive any right, title or interest in, or any license or right to use, the other party’s Confidential Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.

6.1.1 When using the Service, Company shall comply with all applicable laws, including U.S export control laws. Except as may be expressly permitted by applicable law, and the terms and conditions of this Agreement, or authorized by Datalego in writing, Company will not, and will not permit anyone else to: (i) sell, resell, rent, lease, or sublicense its access to the Service to another person; (ii) circumvent or disable any digital rights management, usage rules, or other security features of the Service; (iii) use the Service in a manner that threatens the integrity, performance, or availability of the Service; or (iv) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service.

6.1.2 Company shall not: (i) modify, adapt, decompile, disassemble, or reverse engineer any part of the Services; or (ii) use, evaluate, or view the Service for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, which performs functions substantially similar to the functions performed by the Service, or to compete with Datalego.

6.1.3 Company or Company’s licensors own all right, title and interest in and to Company’s Data and that Company has all rights in this Data necessary and sufficient to transmit to, upload to, run on, process on, store in, cause to interface with, or use, in connection with, Company’s Account on the Service, and to grant the rights contemplated by this Agreement. Company shall not include any Personal Information in the Data without the express written approval of Datalego. “Personal Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act; (iii) any information deemed to be “special categories of data” of an EU citizen (as such term is defined in EU General Data Protection Regulation 2016/679) or (iv) any other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, Children’s Online Privacy Protection Act or other Laws.

Company assumes sole responsibility and liability for any output and/or results obtained from the use of the Service and for conclusions drawn from such use. Datalego will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Datalego by Company in connection with the Service or any actions taken by Datalego at Company’s direction.

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Company and Datalego irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in the City and County of San Francisco, the State of California, for any disputes arising under this Agreement.

In the event that any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

A party’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the parties.

This Agreement, any Order Form constitutes the entire agreement between the parties regarding the Service, and it supersedes and replaces any prior agreements and understandings between the parties regarding the Service. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. Company may not assign any rights or obligations under this Agreement, whether by operation of law or otherwise, without Datalego’s prior written consent; provided, however, Company may assign this Agreement in its entirety, without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Company’s assets.