Terms and Conditions for Panaseer's Coverage Tool

Welcome to Panaseer’s Coverage Tool, an evaluation version of the continuous controls monitoring platform (“Software”), which is offered by Panaseer Limited, a company registered in England with registered office at Ashcombe Court, Woolsack Way, Godalming, Surrey, GU7 1LQ.

These terms of use form a legally binding agreement between you and us, so please read these terms carefully before you start to use or continue using our Coverage Tool. By clicking ‘continue’ and using the Coverage Tool you are deemed to have accepted these terms in their entirety. No other terms shall apply to such use. If you have any questions before you get started, please don’t hesitate to get in touch with us. We look forward to working with you.

1. LICENSE FOR TRIAL USE AND EVALUATION

(a) Panaseer hereby grants customer (you) a worldwide, royalty free, non-exclusive and non-transferable license to use internally the Software for evaluation purposes (“Evaluation”) for ninety (90) days following the date on which you accept these terms (“the Initial Evaluation Period”).

(b) “Use” within the terms of this Agreement shall be limited to the use of the Software code following a computer installation, (i.e. the reading in and storing of the Software, in whole or in part, on the Panaseer AWS Cloud Platform or such other platform as Panaseer may determine from time to time) in order to perform tasks and use the data and the reports therefrom solely for Evaluation purposes.

(c) You shall have no obligation to license the Software following the Evaluation. Any future license of the Software will be subject to a separate subscription agreement under Panaseer Subscription and Service Agreement.

(d) According to this Agreement, intellectual property rights of the Software, including but not limited to copyrights, patents, processes, and trademarks shall not be transferred to you. You acknowledge that all intellectual property rights in the Software belong to Panaseer, and you shall not challenge the legal validity and scope of these rights for any reason. Panaseer warrants that it owns such rights and has the right to allow you to use the Software during the Evaluation.

(e) Any modifications, additions or new works created by Panaseer or derived from the Software will (together with all applicable intellectual property rights) be owned by Panaseer, and will be included as part of the Software at the sole discretion of Panaseer.

(f) You shall (and shall not attempt to) not reverse engineer, decompile, modify or make derivative works of the Software.

(g) You are responsible for maintaining the security of any login credentials used to access the Software and will not share those credentials with any third party or permit a third-party to use them.

2. TERM AND TERMINATION

(a) Should you wish to extend this Agreement beyond the Initial Evaluation Period, then you may request an extension by notifying Panaseer by email specifying the desired duration of the extension in calendar weeks. Panaseer and you will use reasonable endeavours to agree a suitable extension period (“Extended Evaluation Period”). Following such agreement, and subject to earlier termination in accordance with this Agreement, this Agreement shall continue in force until the end of the Extended Evaluation Period.

(b) This Agreement may be terminated by you upon immediate written notice to Panaseer. Panaseer also has the right to terminate the Evaluation at any time in its complete discretion and without liability.

(c) Upon expiration or termination of this Agreement, the license granted hereunder shall immediately terminate. Under no circumstances will you be permitted to use the Software following the expiration or termination of this Agreement without further written agreement.

(d) However, where theEvaluation proves successful; and while the Parties are in discussions with the intent to enter into a later Subscription and Service Agreement, then the customer environment may be maintained at the complete discretion of Panaseer pending the outcome of such discussions.

(e) Termination of this Agreement does not affect any provisions of this Agreement which are expressly or by implication intended to survive after that termination.

3. LIABILITY

(a) Subject to clause 3(d), the Software is offered “as-is” and “as-available” during the Evaluation and no representations, conditions, warranties, or other terms of any kind are given in respect of the Platform. Panaseer does not warrant that the Software will meet your expectations or be secure, accurate, error-free or operate on an uninterrupted basis or in combination with any other software or system. the platform and services included in or available through the Evaluation may include inaccuracies or errors. Changes are periodically added to the information therein. Panaseer may make improvements and/or changes in the platform at any time. Panaseer makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, and services contained on the platform for any purpose. Panaseer hereby disclaims all warranties and conditions with regard to the information, software, products, and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

(b) You warrant and hold us harmless against any damage of any nature and any claim or legal action by a third-party relating to the use of the Platform, including by your own employees and potential customers. You will indemnify us for judgments of any kind, as well as for penalties, damages and reasonable lawyer fees and court costs.

(c) Subject to clause 3(d), our total liability arising out of or in connection with this Evaluation, the Software or the terms of use, whether in contract, tort (including negligence) or otherwise shall in no event exceed one hundred pounds (£100).

(d) Nothing in this Agreement limits any liability which cannot legally be limited or excluded, including liability for (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

4. INTELLECTUAL PROPERTY

(a) You acknowledge that all right, title and interest in and to the Software and all underlying software, technology and other intellectual property belongs exclusively to Panaseer. You shall at no time: (i) copy any feature or design; (ii) attempt to circumvent any security device or access or derive the source code or architecture of the software; (iii) use or access the Software in order to build a competitive solution or assist someone else to build a competitive solution; (iv) load or penetration test the Software or otherwise use the Software in any way that is, or could reasonably be expected to be, detrimental to Panaseer’s ability to provide services to any other customer; (v) use the Software in a manner that violates any applicable law or that is unlawful or fraudulent; or (vi) permit any third-party to do any of the foregoing.

(b) You will retain all rights in your own branding and any content that you upload to the Software. You agree that Panaseer will have a non-exclusive royalty free licence to use your branding and content for the purposes of providing the Evaluation (and, in the case of your branding, in publicity material).

(c) Where Panaseer requests any feedback from you regarding the Software, you agree that Panaseer may freely use, exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you provide to Panaseer relating to the Software (the “Feedback”) without obligation to you, and you irrevocably assign all rights, title, and interest in that Feedback to Panaseer.

5. CONFIDENTIALITY / DATA

(a) Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the “Disclosing Party”) to the other (“Receiving Party”), including, without limitation: (i) source and object code, prices, trade secrets, databases, hardware, software, designs and techniques, programs, engine protocols, models, displays and manuals, and the selection, coordination, and arrangement of the contents of such materials; and (ii) any unpublished information, will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as “confidential” or “proprietary” (“Confidential Information”).

(b) For the term of this Agreement and following its termination, both parties undertake to treat any Confidential Information received from the other party in the context of (or pursuant to) this Agreement in a confidential manner, and neither convey nor disclose such data or information to third parties nor use it for purposes other than for the performance of this Agreement.

(c) Each Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that the Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected. Accordingly, each Party agrees as follows: (i) the Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance; and (ii) the Receiving Party may disclose or provide access to its responsible employees and agents who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder.

(d) Unless you purchase a subscription to the Software before the end of the Evaluation, or unless Panaseer agrees otherwise in writing all of your data in the platform (excluding any Feedback) will be permanently deleted upon termination or expiry of this Agreement and Panaseer will not recover it.

(e) Each party shall comply with the provisions of any law applicable to the protection of personal data in effect from time to time, including the UK General Data Protection Regulation and the Data Protection Act 2018, to the extent it applies to each of us as more fully set out in the Data Protection Schedule.

6. FINAL PROVISIONS

(a) This Agreement contains all the agreements between the parties in connection with the provision of the services herein described. No other representations whether verbal or written shall apply.

(b) This Agreement and the rights and duties arising out of or in connection with it are not assignable or delegable to any third-party without expressed written permission.

(c) This Agreement, and any dispute, controversy or proceeding arising out of or relating to this Agreement whether in contract, tort, common or statutory law, equity or otherwise, shall be governed by the laws of England and Wales and subject to the jurisdiction of the English Courts.

1. DATA PROTECTION SCHEDULE

1.1 Compliance with Data Protection Legislation: Each of you and us agree to comply with the provisions of the UK General Data Protection Regulation (UK GDPR), together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time (together, Data Protection Legislation) in the performance of our respective obligations under these terms, in each case to the extent it applies to each of us.

1.2 Additional definitions: Where used in this paragraph 1, the expressions process, personal data, controller, processor and data subject will have their respective meanings given in Data Protection Legislation.

1.3 Types of personal data processed: The types of personal data that we expect we may process on your behalf in connection with your use of the Software are names, addresses and email addresses.

1.4 Nature of processing: We will process personal data on your behalf only:

• 1.4.1 for the purposes of undertaking our obligations and exercising our rights in connection with your use of the Software;
• 1.4.2 in accordance with these terms and your instructions (provided that such instructions are within the scope of our obligations under these terms) unless otherwise required by law or any regulatory body (in which case we will, where permitted, inform you of that legal requirement before processing); and
• 1.4.3 whilst you have an account with us (and following termination of that account to the extent required to perform any post termination obligations).

1.5 Confidentiality of processing: Where we are processing personal data on your behalf, we will ensure that this is only done by persons authorised to process your personal data and who are subject to a duty of confidence in respect of any such personal data to which they may have access.

1.6 Lawfulness of processing: You confirm that:

• 1.6.1 you have ensured that you have an adequate legal basis to use the Software for the processing activities that we are to carry out on your behalf (for example, by completing a legitimate interests assessment) and have provided any required transparency information to your Customer and Users; and
• 1.6.2 you have otherwise fulfilled your obligations to data subjects to ensure that any processing by us of personal data on your behalf will not contravene any Data Protection Legislation or infringe the rights of the data subject or any third party,
  and you will indemnify, keep indemnified and hold us harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages suffered or incurred by or awarded against us arising from or in connection with any breach by you of this paragraph or otherwise as a result of us processing personal data on your behalf in accordance with paragraph.

1.7 Our processing obligations: Where we are processing personal data on your behalf, we agree that we will:

• 1.7.1 implement such security measures as are required to enable the personal data to be processed in compliance with the obligations imposed by article 32 of the UK GDPR;
• 1.7.2 not transfer the personal data outside of the United Kingdom except in accordance with Data Protection Legislation;
• 1.7.3 notify you without undue delay on becoming aware of a personal data breach and cooperate with you to resolve such issue; and
• 1.7.4 at your expense, provide such assistance as you may reasonably require to assist you to comply with your obligations to keep the personal data secure, allow you to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of your personal data and/or respond to requests made by data subjects pursuant to Data Protection Legislation.

1.8 Appointment of sub-processors: You authorise us to appoint sub-processors from time to time provided that we will notify you of any intended changes concerning the addition or replacement of other sub-processors and will impose upon any sub-processor (and ensure any sub-processor’s compliance with) terms equivalent to those imposed on us by this paragraph 1 as if the processing being carried out by the sub-processor was being carried out by us (and we will be responsible for the acts and omissions of such sub-processors as if they were our own acts and omissions).

1.9 Audit: From time to time whilst you have an account with us we will (upon your written request):

• 1.9.1 provide details in writing of the data processing activities carried out on your behalf; and
• 1.9.2 on reasonable notice allow you to audit our compliance with these terms (subject to any reasonable requirements or restrictions that we may impose to safeguard the personal data we hold on behalf of other clients and/or avoid unreasonable disruption to our business).

1.10 Return or deletion of personal data: Following the closure of your account we will return or delete all personal data which we were processing on your behalf (and delete any copies, save to the extent retention is required by law or for record-keeping purposes or we are entitled to retain it in our capacity as a controller of that personal data).