PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE “ACCEPT” BUTTON BELOW, OPENING THE PACKAGE, DOWNLOADING THE SOFTWARE, OR USING THE HARDWARE PRODUCT AND/OR THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

This Panzura End User License Agreement (“Agreement”) is legally binding between the purchasing entity identified on the applicable ordering document (e.g., quote or purchase order) (“Customer”) and Panzura, Inc. (“Panzura”) regarding Customer’s purchase, evaluation, and/or license of the Product(s), as described below. This Agreement is effective as of the earlier of the date set forth on the applicable ordering document or the date that Customer accepted this Agreement as described above.

1. Definitions.

1.1. “Hardware Product(s)” means the hardware product(s), if any, that are described in the applicable ordering document.

1.2. “Customer Content” means any and all data, information, sound, text, images, and other content submitted by Customer to or through the Product(s).

1.3. “Documentation” means any user instructions, manuals, and online help files regarding the use of the Product(s) that are generally provided by Panzura in connection with the Product(s).

1.4. “Product(s)” means collectively, the Hardware Product(s) and the Software.

1.5. “Software” means Panzura’s commercially released machine-executable object code version of its proprietary software, as may be more fully described in the applicable ordering document.

2. Software Licenses and Restrictions.

2.1. License. Subject to the terms and conditions of this Agreement, Panzura grants to Customer a non-exclusive, non-sublicensable and non-transferable license to (a) use the Software solely for its own internal needs; and (b) use the Documentation in connection with the permitted use of the Product(s).

2.2. Restrictions. Customer will not: (i) copy or reproduce the Product(s); (ii) modify or create any derivative works of the Product(s); (iii) decompile, disassemble, or reverse engineer the Product(s) (iv) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product(s); (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (vi) provide access to or disclose the Product(s) to any third party, or use the Product(s) to create or provide any offering or service, whether or not it is similar or competitive to the Product(s), including without limitation processing third party data files as a consultant, service provider or otherwise; (vii) extract or use any software or content that is furnished by Panzura except as part of the Product(s); (viii) use the Product(s) for any unlawful purpose; (ix) use the Product(s) in connection with the storage or transmission of infringing, libelous, or otherwise unlawful or tortuous material, or in violation of any third-party privacy rights. or (x) publish or disclose to any third party any performance or benchmark tests or analyses relating to the Product, except for internal use by the Customer.

3. Infrastructure Requirements. Customer is responsible for acquiring, installing, configuring, maintaining, securing, and backing up all systems architecture, information technology infrastructure, networking (including Internet), and storage components that connect to the Product(s).

4. Delivery and Title. Delivery of Product(s) shall occur FOB Panzura’s point of shipment to a common carrier whereupon risk of loss to the Product(s) shall pass to Customer. Customer shall be responsible for all freight, handling and insurance charges. Title to the Hardware Product(s) will pass from Panzura to Customer at the time of full payment by Customer to Panzura.

5. Term and Termination.

5.1. Term of Agreement. This Agreement will be effective from the date of purchase of the Product(s) and shall end upon the earlier of: (i) the end of the License Term (if any) specified in the applicable ordering document (and any renewal thereof), or (ii) the termination of this Agreement pursuant to Section 5.3. In the case of an evaluation of the Hardware Product(s) and/or Software, this Agreement will terminate at the conclusion of the evaluation period as stated on the applicable ordering document, unless Customer purchases and/or licenses the Hardware Product(s) and/or Software prior to the conclusion of the evaluation period.

5.2. Term of Software Licenses. The Software License Term shall be specified in the applicable ordering document for both software installed on the Hardware Products and for Software that is delivered standalone.

5.3. Termination. This Agreement may be terminated for cause by either party, in the event that the other party commits a material breach of this Agreement and does not cure such breach within thirty (30) days of receipt of written notice specifying such breach and the intent to terminate.

5.4. Effect of Termination. Upon termination of this Agreement, all rights granted to Customer with respect to term and subscription-based Software and Documentation will terminate, and Customer will immediately discontinue use of such Software and Documentation and any of Panzura’s Confidential Information. Upon request by Panzura, Customer will certify in writing to Panzura within thirty (30) days that the affected copies of the Software, in whole or in part, in any form, and any Confidential Information, have either been returned to Panzura or destroyed in accordance with Panzura’s instructions. In addition, if title has not passed to Customer with respect to any Hardware Product(s), Customer will package and return such Hardware Product(s) to Panzura at Customer’s expense in accordance with Panzura’s instructions. With respect to Software installed for which the license grant was perpetual, if this Agreement is terminated pursuant to Section 5.3 because of Customer’s uncured breach of the license or restrictions of Section 2, or the confidentiality obligations of Section 12, the licenses granted under Section 2 will terminate and Customer shall promptly cease all use of the Software and Documentation and destroy (and in writing certify such destruction) or return to Panzura all copies of the Software and Documentation then in Customer’s possession or control. If this Agreement is terminated by either party for any reason other than those given in the preceding sentence, then provided that Customer has paid the entire license fee, applicable maintenance, and support fees, all fees due under any applicable Statement of Work for services, and any other fees due, then any Software licenses identified as “perpetual” on the applicable order form will survive such termination, subject to the following:
(a) the terms and conditions of this Agreement pertaining to the Software will survive any such termination (including without limitation Sections 2.1 and 2.2);
(b) any such “perpetual” license will always be subject to subsequent termination by Panzura for Customer’s uncured breach of the license and restrictions of Section 2 or confidentiality obligations of Section 12; and
(c) Panzura’s obligation to provide Product Support or other services under this Agreement will terminate.

5.5. Survival. Section 2.2, 3, 5, 6, 8, and 10 through 15, inclusive shall survive the termination of this Agreement.

6. Payment. Customer shall pay all amounts net thirty (30) days from the date of invoice. Product(s) will be invoiced at time of shipment. Fees for perpetual Software licenses will be invoiced and paid in advance. Fees for term-based or subscription Software licenses and Product Support will be invoiced for all years purchased and paid at the beginning of the period. Any fees for professional services will be invoiced according to the SOW. All fees are nonrefundable. Customer will be responsible for all taxes resulting from the purchases other than taxes on Panzura’s net income.

7. Limited Warranty.

7.1. Panzura warrants for a period of ninety (90) days from shipment that (i) the Hardware Product(s) will be free from defects in materials and workmanship, and (ii) the Software will substantially conform to the Documentation.

7.2. The liability of Panzura hereunder shall be limited to replacing or repairing, or at Panzura’s option, refunding the purchase price of the affected Hardware Product(s). With respect to the Software, repair or replacement is limited to providing maintenance releases of the Software that Panzura generally makes available from time to time.

7.3. The Product(s) contain some components subject to open source software, freeware, shareware, or similar licensing or distribution models (“Open Source Components”). Without limiting the generality of the foregoing, Panzura’s warranty obligations under this Agreement do not apply to Open Source Components.

8. WARRANTY DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 7, PANZURA AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCT(S) AND DOCUMENTATION, OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE PRODUCT(S) WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT CUSTOMER CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

9. PRODUCT SUPPORT.

9.1. During Customer’s paid Product Support subscription, Panzura will provide Product Support to Customer at the applicable service level, as described at www.panzura.com/support/.

9.2. Panzura will have no obligation to provide Product Support for: (a) Hardware Products that have been opened or modified except by Panzura authorized personnel; (b) Hardware Products exposed to environmental conditions (temperature, power, humidity) outside the recommended guidelines; (c) improper installation of the Hardware Products or Software; (d) any modification of the Software not made by Panzura unless it is pre-approved in writing by Panzura; (e) any version of the Software running on any platform that is not supported by Panzura or (f) any Hardware Product or version of the Software that has reached its end of support life.

9.3. The initial Product Support period will be specified in the applicable ordering document from the effective date of this Agreement. Reinstatement of lapsed Product Support, if any, is subject to Panzura’s then-current support services reinstatement policy and fees in effect on the date the reinstatement is granted.

9.4. Panzura reserves the right to charge additional support fees at its then standard professional services rates for support services performed in connection with reported problems which are later determined to have been due to Customer error or third-party hardware or software. Any configuration or integration work must be separately quoted by Panzura’s professional services organization and agreed by the parties in writing.

10. INDEMNIFICATION.

10.1 Panzura agrees that it will, at its own expense, defend all suits or proceedings instituted against Customer and pay any award or damages finally assessed against Customer in such suits or proceedings, insofar as the same are based on any third party claim that the Product(s) or any parts thereof furnished under this Agreement constitute an infringement in the United States of any United States patent, copyright trade secret or other intellectual property right of a third party; provided, however, that Customer (i) gives immediate written notice to Panzura of the institution of the suit or proceedings, (ii) gives Panzura sole control of the defense and settlement of such suits or proceedings, and (iii) gives Panzura all needed information, assistance, and authority to enable Panzura to do so. Notwithstanding the foregoing, Panzura will not be responsible for, and the foregoing indemnity obligation shall not apply to (a) any use of the Product(s) in combination with any other device, product, service, process, equipment, infrastructure or material not furnished by Panzura, (b) any use of the Product(s) that is not their intended use; or (c) any modification of any Product(s) by anybody other than Panzura. In the event that Panzura believes that any claim is likely to occur, Panzura may, at its sole option and expense, either (i) secure for Customer the right to continue using such item(s), (ii) replace such item(s) with non-infringing item(s), or (iii) require the return of such item(s) and refund the sums paid therefor. THE FOREGOING STATES PANZURA’S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR.

10.2 Customer agrees to indemnify, defend, and hold Panzura, its directors, officers, employees and agents harmless from all loss, liability, claims, demands, judgments, and expenses, including, without limitation, attorneys’ fees, arising out of, or in any way connected with Customer’s or its representative(s)’ use of the Product(s) or Customer Content, including without limitation any claim that the collection, transfer, storage or use of any Customer Content infringes the rights of a third party or any law, regulation or directive.

11. LIMITATION OF LIABILITY. PANZURA’S LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE WILL BE LIMITED TO REFUND OF THE PURCHASE PRICE. IN NO EVENT WILL PANZURA BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, SECURITY BREACH, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) WHETHER OR NOT PANZURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER, CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE PRODUCT(S) ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE-SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE USE OF THE SUPPORTED SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR.

12. Confidentiality. “Confidential Information” means any and all information related to a party’s business that is labeled or identified as “confidential” or “proprietary”; or otherwise is of such a type or disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary, including without limitation software, source code and specifications, trade secrets, development plans, technical information, business forecasts and strategies. Without limiting the foregoing, the Product(s), their structure, organization, code, and related documentation are the “Confidential Information” of Panzura. Each party agrees (i) to hold the other party’s Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, except as described below and (iii) not to use any Confidential Information except for the purposes of this Agreement. Each party may disclose the other party’s Confidential Information to its responsible employees and contractors with a bona fide need to know, but only to the extent necessary to carry out the purposes of this Agreement, and only if such employees and contractors are subject to a nondisclosure agreement sufficient to protect the other party’s Confidential Information hereunder. The restrictions set forth in this section will not apply to any Confidential Information that the receiving party can demonstrate (a) was known to it prior to its disclosure by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information. The parties agree that a breach of this section may cause irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the disclosing party will be entitled to seek injunctive relief for any threatened or actual disclosure by the receiving party.

13. Proprietary Rights. The Product(s) and Documentation contain Panzura’s proprietary information that is protected to the maximum extent by applicable intellectual property and other laws. Except for the license granted under Section 2.1, Panzura reserves all right, title and interest to the Software and Documentation, including without limitation any modifications, enhancements, improvements, customizations, maintenance releases, revisions or derivative works thereof. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right under this Agreement.

14. Government. The Product(s) are “commercial items” as that term is defined at 48 C.F.R. 2.101; the Software and Documentation consists of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product(s) and any other software and documentation covered under this Agreement with only those rights set forth herein.

15. Miscellaneous. This Agreement will be governed by and construed under the laws of the State of California without regard to its conflict of laws provisions. The federal and state courts in Santa Clara County, California will have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, proposals, and understandings between them. Without limiting the generality of the foregoing, this Agreement will supersede the terms of Customer’s form of purchase order, acknowledgment or other business forms notwithstanding Panzura’s acceptance or acknowledgment of such business forms. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in writing signed by officers of both parties hereto. Customer agrees not to export the Product(s) in violation of the laws and regulations of the United States or any other nation. In no event may Customer assign this Agreement or its rights and obligations under this Agreement. Panzura shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement will be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. If any provision of this Agreement is held to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Any notices or communication under this Agreement will be in writing and will be hand delivered, sent by registered or certified mail return receipt requested, by nationally-recognized express courier with a tracking system, or by confirmed facsimile transmission to the party receiving such communication, at the receiving party’s address set forth on the applicable ordering document, or such other address as a party may in the future specify to the other party.

013119

Vizion.ai is a cloud-based data management platform owned and operated by Panzura, Inc (“Panzura” or “we”). Our products make it easier for enterprises to consolidate, collaborate, analyze and control their corporate data.

Since Vizion.ai is cloud-based, you may access it through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.

This document, the Panzura Terms of Service (“Terms”), outlines the terms regarding your use of our products. These Terms are a legally binding contract between you and Panzura so please read carefully. If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the Vizion.ai Service, platform and products including applications, mobile, software, websites or other properties owned or operated by Panzura or by registering for a Vizion.ai. account ( “Services”) you are agreeing to be bound by these Terms for the Services provided by Panzura.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Panzura that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

1. PRIVACY

In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in our privacy policy. You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how Panzura collects, stores, and uses certain information. Panzura’s Privacy Policy can be found athttps://panzura.com/privacy-policy/

2. CHANGES TO THESE TERMS

We reserve the right to modify these Terms. We will post the most current version of these Terms atwww.panzura.com(the “Site”). If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailingcancelvizion@panzura.com.Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

With the exception of order quantities and Fees, any terms or conditions appearing on the face or reverse side of any purchase order, acknowledgement, or confirmation that are different from or in addition to those specified in these Terms will not be binding on Panzura unless both parties agree in a separate writing to be bound by such different or additional terms and conditions.

3. YOUR ACCOUNT

Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with Panzura.com. you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete. You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see our Acceptable Use Policy in Section 10). Only you may use your Vizion.ai account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account or have any questions about your account, please contact Panzura Support viasupport@panzura.com.

You agree that in order to use the Services you must have access to the internet, either directly through devices that access internet-based content. You also must provide all equipment necessary to make (and maintain) such a connection to the internet in accordance with the requirements further set forth herein.

4. EMAIL SELECTED FOR YOUR ACCOUNT

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work or school) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after notification. Following that notice, if you choose not to change the email address associated with your account, your account will be controlled by the organization. If an organization provided you with your account (e.g., an employer or school), you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with Panzura or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding Panzura’s products and services. Please review your settings in your account to control the messages you receive from us or unsubscribe by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you don’t consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

6. CONTENT

We call all the data that you upload and store on your account “Content”. We don’t control, verify, or endorse the Content that you or others put on the Services. You are responsible for: (a) all Content you place in your Panzura account(s) and share through the Services and (b) making sure that you have all the rights you need to the Content. In addition, by storing, using or transmitting Content you must not and will not violate any law or these Terms (please also see the Acceptable Use Policy in Section 10).

You agree to provide Panzura (as well as agents or service providers acting on Panzura’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.

7. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

Panzura respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.

8. CONFIDENTIAL INFORMATION

During your use of the Services, Panzura may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to Panzura.

Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you.

Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.

However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.

Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.

9. CONTENT STORAGE

The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

10. ACCEPTABLE USE POLICY

You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Panzura and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Panzura) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.

As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.

We also reserve the right to deactivate, change and/or require you to change your Panzura user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.

11. SUSPENSION AND TERMINATION OF THE SERVICE

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such request within 14 days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 14-day period.

12. UPDATES TO THE SERVICE

We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

13. THIRD PARTY SERVICES

Panzura may make available to you optional third-party applications, services or products, for use in connection with the Services(“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments etc., are between you and the third party provider) is solely between you and the applicable third party provider. Panzura makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products. If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third party provider.

Part of the Services (including Platform Products and Consulting Services) may incorporate and consist of software components provided by third parties that are subject to open-source copyright license agreements (“Open Source Components”). Your use of the Open Source Components will be governed by and subject to the applicable open source license under with the Open Source Components are distributed. You agree that you will be bound by any and all such license agreements. Any Open Source Components provided with or contained in the Services is provided AS-IS and is without any warranty of any kind.

14. Panzura PROPRIETARY RIGHTS

All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Panzura Confidential Information belong to Panzura, and/or its suppliers, affiliates, or licensors.

Panzura or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Panzura Confidential Information. No title to or ownership of any proprietary rights related to the Services or Panzura Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions and recommendations to Panzura about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning this Feedback to Panzura.

15. NO WARRANTY OR CONDITIONS

TO THE EXTENT NOT PROHIBITED BY LAW, PANZURA AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. THE SERVICES ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE-SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE USE OF THE SERVICES COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

16. INDEMNIFICATION

To the extent not prohibited by law, you will defend Panzura against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Panzura’s actions); or (b) violates applicable law or these Terms. Panzura will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

17. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Panzura, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF PANZURA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF PANZURA AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

18. DISPUTE RESOLUTION AND GOVERNING LAW

You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.

You agree that the Terms and your relationship with Panzura will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Santa Clara County, California, USA and we each agree to personal jurisdiction in those courts. However, you agree that Panzura can apply for injunctive remedies in any jurisdiction.

19. TRIALS

You can sign-up for a trial for some of the Services and your trial period starts on the day you create the trial account and lasts for a limited duration as specified during account creation. Your trial of the Services will also be governed by these Terms.

20. FEES AND TAXES

If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees”) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Panzura quoted at the time of purchase. Panzura reserves the right to change the eligible currencies at any time.

Panzura reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to cancel@panzura.com (with cancellation confirmation from a Panzura representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. You will be invoiced by Panzua approximately ninety (90) days prior to the first day of the renewal of the subscription period. Your payment for Fees will be made within thirty (30) days of receipt of Panzura’s invoice.

You are responsible for any applicable sales, use or any value added or similar taxes (“Taxes”) payable with respect to the use of the Services, provision of Support or otherwise arising out of or in connection with these Terms, other than taxes based upon Panzura’s personal property ownership or net income.

21. BILLING/PAYMENT

Upon selecting a paid Service, Panzura may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Panzura has not received your payment (for either the initial term or any renewal term), in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

Panzura shall not be liable to you or to any third party for any suspension of the Services resulting from your non-payment of any Fees as described herein.

22. SUBSCRIPTION PERIOD

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year (“Initial Term”) and will automatically renew each year (“Renewal Term”) on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually approximately ninety (90) days prior to the anniversary date, each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the Panzura Service you have selected until the anniversary date. A multi-year subscription plan (“Multi-Year Subscription Plan”). The subscription period or Initial Term for the Multi-Year Subscription Plan will be for more than one (1) year and will automatically renew for additional terms (or Renewal Term) of the same length as the initial term on the anniversary date unless you cancel at least three business days prior to your renewal date. You will be billed annually approximately ninety (90) days prior to the anniversary date until such time that you cancel. Note that under the Multi-Year Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the Panzura Service you have selected until the anniversary date.

Fees for Services are subject to annual increases, which are effective beginning on the first day of the Renewal Term. Panzura will notify you of any increases in the renewal billing referenced hereinabove.

23. PURCHASE THROUGH CHANNEL PARTNERS

23.1. This section only applies if you purchased a subscription through a Panzura authorized Channel Partner (“Channel Partner”). If you purchased your subscription from a Channel Partner, and if there is any conflict between the provisions of these Terms and the Channel Partner agreement with you, then the provisions of these Terms shall prevail. If a Channel Partner granted you any rights that Panzura does not also directly grant to you under these Terms or that conflict with these Terms, then your sole recourse with respect to such rights is against the Channel Partner.

23.2. If you ordered the Services through a Channel Partner, then the Initial Term (and subsequent Renewal Terms) will begin in accordance with the terms set forth in the Channel Partner agreement with you. However, if the Channel Partner from whom you purchased the Services from fails to pay Panzura any amounts due in connection with your use of the Services, then Panzura may suspend your use of the Services with or without notice. You agree that your remedy in the event of such suspension is solely against the Channel Partner and that Panzura is not liable to you in any manner for such suspension.

24. SUBSCRIPTION AND PLATFORM PRODUCT USE SPECIFIC LICENSE AND TERMS

Panzura hereby grants to you the non-exclusive, non-transferable, worldwide licenses as set forth herein below, without the right to sublicense, for the subscription or use term. If you acquired the Services or Platform Products under a trial basis, then the license shall be conditioned upon your use of the Services or Platform Products solely for your internal, non-production purposes and solely to evaluate whether you will acquire the Services or Platform Products.

For each purchased subscription, you: (a) are required to have a Panzura account for each user, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for setting your configurations of the Panzura Service, and (d) are responsible for managing any of your devices and/or any systems that you use to access the Services.

In addition, if you are purchasing a license to use any of the Platform products, the following additional terms apply to you:

“Platform Products” are the Panzura API(s) (defined as an application-programming interface used by you to access functionality provided by Panzura) that provide programmatic access to the Panzura Service Platform and any additional Platform Product features and functionalities. The Platform Products include certain features that permit a user to view, search and analyze content if set forth in your order.

You agree to only incorporate the API into the Platform Applications (applications used by or on behalf of you that use the API for the purposes of accessing the Panzura service) for the sole purpose of accessing certain functionality subscribed to by you, solely through the API and associated tools and services.

You will ensure that your subscription and usage of the Platform Products is at all times in conformance with the Platform Use Limits, these Terms and applicable law. Platform Use Limits shall be defined as the amount of managed storage within vizion.ai that was purchased for your account. This number can include the managed capacity on your Panzura Freedom Filer(s) and/or the total max capacity of your third-party storage device(s). If you exceed your subscription or Platform Use Limits, additional fees will be due and/or reasonable restrictions may be placed on your account until any such excess usage is adequately eliminated by you.

You may not co-brand any Platform Products or use any Panzura trademarks, logos, or other Panzura marks to promote and market the Platform Products without Panzura’s prior written consent.

You will not, and will make sure that the Platform Application does not and you will not permit use of the Platform Application: (a) to violate these Terms; (b) to perform hidden activities without Platform Application User consent (such as downloading components or other software); (c) that may alter a Platform Application User’s system without permission from the Platform Application User; (d) impersonate, or misrepresent an affiliation with, any person or entity; (e) use in any manner not authorized by a Platform Application User; except as otherwise authorized by a Platform Application User with respect to such Platform Application User’s Content; (f) mine or analyze any Content transmitted to, retrieved from or stored in the Platform Products/the Service (including, but not limited to, through spiders, robots, crawlers, data mining tools, scrapers, or other automated means, or services employing any such means); (g) circumvent any security measures or content filtering devices; (h) use or affect the Platform Products in any manner that could damage, disable, overburden or impair the Platform Products (including, but not limited to, flooding the Platform Products with an excessive amount of data or content); or (i) permit use in connection with any purposes or intended application which involves risks or dangers that could lead to death, serious bodily injury, severe physical or property damage, or use for purposes that otherwise require significant safety precautions (e.g. uses of the Platform Products in connection with operation of emergency services, air traffic control, mass transport systems, or nuclear facilities).

25. DATA PROTECTION

Each party shall comply with its respective obligations under applicable data protection laws. Neither party shall do any act that puts the other party in breach of its obligations under this Section, nor shall anything contained in these Terms be deemed to prevent any party from taking any action it reasonably deems necessary to comply with data protection laws. You agree that during the course of your use of the Services under these Terms: (i) with respect to data you collect, access or otherwise use, you alone shall determine the purpose for which and the manner in which such data are or will be processed; and (ii) you are the data controller with respect to all such data you may process. Panzura shall at all times act in accordance with the requirements of data protection laws and you shall fully indemnify and hold Panzura harmless against any loss, damages, liability, and costs (including attorneys fees) incurred by Panzura as a result of any breach of data protection laws by you.

26. TRAINING OR CONSULTING SERVICES

26. 1 Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services”), the nature, details, and duration of the Consulting Services will further described in the datasheet or separate statement of work which is referenced.

26. 2 Deliverables and Panzura Tools. Panzura will own and retains all rights, title, and interest in and to any training materials, deliverables or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”), and related intellectual property rights. Subject to these Terms, Panzura grants you a royalty-free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the Panzura Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Panzura Tools”) used by Panzura to develop the Deliverables and to the extent such Panzura Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.

26.3 Consulting Services Warranty. In regard to Consulting Services only, Panzura warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that Panzura’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify Panzura within seven (7) calendar days of Panzura’s delivery of the Consulting Services, Panzura will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.

27. GENERAL TERMS

27.1 Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.

27.2 Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service unless we allow you to do so in writing.

27.3 Independent Contractors; No third-party beneficiaries. Panzura and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

27.4 Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

27.5 Government Terms. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Panzura Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

27.6 Export Controls. You agree to comply with all applicable export and re-export control laws and regulations including without limitation the United States of Bureau of Industry and Security’s Export Administration Regulations and the regulations of any other United States government agency, or those of any other country where the Services are used or accessed, which restrict exports, re-exports, and release of the Services and its related technical data.

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