LAST UPDATED: 24.09.2024

IMPORTANT, PLEASE READ CAREFULLY: CUSTOMER'S USE OF AND ACCESS TO THE PRONOMY.IO AI-DRIVEN COMMUNICATION ANALYSIS PLATFORM (AND ANY ASSOCIATED SOFTWARE AND WEBSITES) AND PRODUCTS AND SERVICES DESCRIBED ON CUSTOMER'S ORDER FORM(S) (COLLECTIVELY, THE "SERVICES") PROVIDED BY PRONOMY.IO ("PRONOMY") IS CONDITIONED UPON CUSTOMER'S COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING USE IN ACCORDANCE WITH THE CURRENT VERSION OF ANY SUPPORTING TECHNICAL DOCUMENTATION PROVIDED TO CUSTOMER BY PRONOMY OR AVAILABLE ON PRONOMY'S WEBSITES.

BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE "AGREEMENT"). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

1. PRONOMY SERVICES

• 1.1 Provision and Access. Pronomy will make the Services available to Customer pursuant to this Agreement and the applicable Order Form and then-current version of any supporting technical documentation provided to Customer by Pronomy or available on Pronomy's website ("Documentation"). The Services are provided on a subscription basis for the applicable subscription term. Pronomy hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the subscription term to access and use the Services solely for Customer's internal business purposes and pursuant to the Documentation, including any restrictions designated on an applicable Order Form. Customer may provide users with user IDs and passwords to access and use the Services ("Permitted Users").
• 1.2 Customer Responsibilities. Customer will (a) be responsible for Permitted Users' compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer's use of Customer Data with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Pronomy promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and (e) comply with terms of service of any third-party applications with which Customer elects to use with the Services.
• 1.3 Use Restrictions. Customer shall not use the Services in a manner that violates any applicable laws. Further, Customer shall not, and shall not allow or assist any Permitted User or third party to: (a) use the Services for non-business calls; (b) grant third parties permission to use the Services, resell, transfer, pledge, lease, rent, or share Customer's rights under this Agreement; (c) modify, remove or amend Pronomy's name or logo, update, reproduce, duplicate, copy all or any part of the Services; (d) make the Services or content generated by the Services available to anyone other than Customer's employees and consultants for use for its benefit as intended pursuant to this Agreement, or use the Services for the benefit of any entity other than Customer; (e) access or attempt to access any of Pronomy's systems, programs or data that are not made available for public use, or attempt to bypass any of the Services' security and traffic management devices; (f) use the Services for benchmarking or for developing a product which is competitive with any Pronomy product offering; or (g) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Services or any software, documentation or data related to the Services by any means whatsoever.
• 1.4 Support. Pronomy uses commercially reasonable efforts to maintain the highest service availability. However, Pronomy cannot guarantee that the Services will operate in an uninterrupted or error-free manner. Pronomy performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. Pronomy will use commercially reasonable efforts to notify Customer in advance of any scheduled downtime. Pronomy will provide access to its Customer Support team during standard business hours via an online portal.

2. PROPRIETARY RIGHTS AND LICENSES

• 2.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Pronomy reserves all of its right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
• 2.2 Customer Data; License by Customer to Pronomy. "Customer Data" means electronic data and information (including data sets, compilations, or aggregations of the foregoing) submitted by or for Customer to the Services or collected and processed by or for Customer using the Services. Customer grants Pronomy a non-exclusive, worldwide, limited term, royalty-free right to host, use, copy, transmit and display Customer Data as appropriate for Pronomy to provide and ensure proper operation of the Services in accordance with this Agreement, including to provide insights, recommendations and value analysis to optimize Customer's use of the Services. Subject to the limited licenses granted herein, Pronomy acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data.

3. SUBSCRIPTIONS; TERM; FEES AND PAYMENT

• 3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) the Services are purchased as subscriptions for the term stated in the applicable Order Form, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
• 3.2 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
• 3.3 Fees and Payment. All fees are as set forth on the Order Form and shall be paid by Customer within 30 days of the effective date of the Order Form, unless otherwise specified on such Order Form. Payment obligations are non-cancelable and fees are non-refundable. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Pronomy will invoice Customer for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. Any late payments shall be subject to a service charge equal to 1.0% per month of the amount due or the maximum amount allowed by law, whichever is less.