This Persona Data Test Agreement ("Agreement") is entered into the date the Order Form referencing this Agreement is fully executed ("Effective Date") by and between Persona Identities, Inc., with offices at 981 Mission Street #95, San Francisco, CA 94103 ("Persona"), and the customer identified on the Order Form ("Customer"). Persona and Customer may be referred to individually as a "Party" and collectively as the "Parties.
1. Test Services.
1.1 Purpose. Customer will provide Persona with a batch of data ("Test Data") via file transfer for the purpose of evaluating Persona's product and services (the "Service"). Persona will process the Test Data using the Service and deliver the resulting output ("Results") to Customer.
1.2 Data Security. Persona will implement commercially reasonable administrative, technical, and physical measures to protect Test Data against unauthorized access, use, or disclosure.
1.3 Use Restrictions. Customer agrees that the Results will be used solely for the purpose of evaluating the Service and not for any production or commercial purposes. Customer will not reverse engineer, decompile, or disassemble any part of the Results or the Service.
1.4 Trial Order Form. The specific details of the test, including the number of records, duration, any applicable fees and payment terms, and other relevant parameters, will be outlined in a separate trial order form ("Trial Order Form"). Customer agrees to be bound by the terms set forth in the Trial Order Form, which is incorporated herein by reference.
2. Confidentiality.
2.1 Definition. "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with the evaluation. Test Data and Results are Customer’s Confidential Information, provided that Customer agrees not to make the Results public or provide the Results to third parties that provide services similar to Persona’s. The Service and its methods are Persona’s Confidential Information.
2.2 Obligations. Receiving Party agrees to (a) use Confidential Information solely for the purposes of this Agreement; (b) not disclose Confidential Information to any third party without prior written consent, except as required by law; and (c) protect Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
4. Limitation of Liability.
4.1 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2 - CONFIDENTIALITY (WHICH, EXCLUDING DATA BREACHES, IS NOT SUBJECT TO THIS CAP), NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING FOR ANY DATA BREACH, WILL EXCEED TEN THOUSAND DOLLARS (US $10,000).
4.2 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Term and Termination.
5.1 Term. This Agreement begins on the Effective Date and will continue until the earlier of (a) completion of the test described in Section 1, or (b) termination by either Party upon written notice.
5.2 Effect of Termination. Upon termination, each Party will return or destroy the other Party’s Confidential Information and on request certify such return or destruction in writing.
6. Miscellaneous.
6.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of law principles. The exclusive venue for disputes is the state or federal courts located in San Francisco, California.
6.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the data test and supersedes all prior or contemporaneous agreements, understandings, and communications related to the data test. For clarity, to the extent the parties have previously executed a nondisclosure or similar agreement, such agreement shall remain in effect pursuant to its terms with respect to matters outside the scope of the data test.
6.3 Amendments. This Agreement may only be modified by a written amendment signed by both Parties.
6.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.
6.5 Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same instrument.