Particip8 OÜ (Alvin) Private Beta Terms

 

This PRIVATE BETA Agreement (“Agreement”) contains the terms and conditions regulating use of Particip8 OÜ (“Alvin”) Software (as defined below) and all content, services and/or products available through the  Software by a natural or legal person who has accepted this Agreement through sign-up (“Customer”).

 

  1. License Grant. Subject to the terms and conditions hereof, Alvin grants to the Customer, until 30th September 2021 (“BETA Close Date”), a limited non-exclusive, nontransferable, non-sublicensable, revocable license to use Alvin´s “Data Lineage” software as a service, available at app.alvin.ai, which maps dependencies between the Customer’s data assets (“Software”), for the purpose of Customer’s internal evaluation of the Software.

  2. No Services. Alvin shall be under no obligation to provide Customer with any services except as explicitly set forth in section 6.

  3. Amendment and Termination. Alvin may unilaterally modify this Agreement at any time, the revised version will be posted to the website. The Agreement and the license to use the Software granted hereunder terminates upon the BETA Close Date. Additionally, either party may terminate this Agreement upon five days’ notice to the other party at any time. Unless a commercial agreement has been reached as set forth in section 4, upon termination Alvin will revoke access to the Software and delete all Customer data (i.e. any and all information (incl Personal Data) uploaded to the Service or created while using the Service or otherwise made available to Alvin by Customer regardless of the format of such information “Customer Data”), after thirty days from the BETA Close Date or earlier termination as the case may be.

  4. Commercial agreement. Prior to the BETA Close Date, the Parties may negotiate a commercial agreement granting Customer a license for use of the Software beyond the BETA Close Date. The terms and conditions of such license grant, including the fee, will be regulated by a separate agreement.

  5. User account. Customer shall provide Alvin with full names, and valid work e-mail addresses, of the persons who are going to use the Software on behalf of Customer and Alvin will add the persons as users and enable access to the Software.

  6. Proprietary Rights; Confidentiality; Restrictions. Customer acknowledges that the Software contains confidential information and trade secrets of Alvin. Customer will not: copy (except as strictly necessary to use the Software in accordance with the terms of section 1 hereof), distribute, sell, sublicense or otherwise transfer or make available the Software or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Software or Software output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software, or authorize a third party to do any of the foregoing. Customer will not use the Software or any documentation provided therewith for any purpose other than Customer’s internal evaluation and the provision of feedback to Alvin, and not to disclose to any third party without the prior written approval of Alvin, the Software, its features, feedback (as defined in Section 8), related technical information identified as confidential or the results of any performance or functional evaluation or test of the Software (the “Confidential Information”). Customer will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Customer will immediately report any violation of this provision to Alvin and shall employ all reasonable means to mitigate any damages or losses that Alvin may incur as a result of any such violation. Alvin will maintain administrative, physical, and technical safeguards for protection of the confidentiality of the Customer Data. Customer’s rights in the Software will be limited to those expressly granted in Section 1. Alvin and its licensors reserve all rights and licenses in and to the Software not expressly granted to Customer hereunder.

  7. Delivery and Installation. Alvin will provide the Software at app.alvin.ai. Customer will be responsible for the initial setup of the Software. Alvin will provide reasonable assistance in connection with the initial setup of the Software. Customer will connect its data tools and Alvin will extract and process metadata to automatically generate the lineage data, and display this information in a web application.

  8. Data Protection. When acting as the data controller, i.e. when collecting and processing personal data of its own Customers (incl Customer) (e.g. the name and e-mail of Customer's representative for creation of a user account with Alvin), Alvin follows the privacy terms, available at https://www.alvin.ai/privacy. When using the Software, Customer is deemed to be the data controller of the Personal Data uploaded, created or otherwise made available to or via the Software and Alvin is the data processor of such Personal Data. Processing of Personal Data by Alvin as the data processor in the course of provision of the Software to Customer is regulated in the Data Processing Agreement (“DPA”) annexed to this Agreement as Appendix 1.

  9. Warranty. THE SOFTWARE IS PROVIDED “AS-IS.” ALVIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

  10. Acknowledgment of Beta Software. Customer acknowledges and agrees that: (a) the Software is not an official product and has not been commercially released for sale by Alvin; (b) the Software may not operate properly, be in final form or fully functional; (c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) Alvin is under no obligation to release a commercial version of the Software; and (g) Alvin has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to Customer. Customer acknowledges and agrees that it should not rely on the Software for any reason.

  11. Fair usage. Alvin reserves the right to limit how much Customer Data is processed per day.

  12. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF THE PARTIES TO EACH OTHER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ANY FEES PAID TO ALVIN HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. LIMITATION OF LIABILITY DOES NOT APPLY TO BREACHES RELATING TO CONFIDENTIAL INFORMATION OR DUE TO GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD. The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

  13. Feedback. Customer will provide reasonable feedback to Alvin concerning the features and functionality of the Software. If Customer provides feedback to Alvin, all such feedback will be the sole and exclusive property of Alvin. Customer hereby irrevocably transfers and assigns to Alvin and agrees to irrevocably assign and transfer to Alvin all of Customer's right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). To the extent it is impossible as a matter of law to transfer the Intellectual Property Rights specified above to Alvin, Customer hereby grants to Alvin, to the maximum extent possible under law, an exclusive, transferable, fully paid-up, world-wide and unlimited right (license) to use (including by means of sublicensing), exploit and exercise such Intellectual Property Rights for the whole period of their validity. Customer will not earn or acquire any rights or licenses in the Software or in any Alvin Intellectual Property Rights on account of this Agreement or Customer's performance under this Agreement, even if Alvin incorporates any feedback into the Software.

  14. General. Neither party may assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without the other party’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the evaluation of the Software and shall be construed in accordance with the laws Estonia. If an amicable settlement cannot be reached, the dispute shall be finally settled by Harju County Court in Tallinn. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.

  15. Notices. Any and all notices, approvals, consents referred to in this Agreement or to be sent under this Agreement can be in e-mail format and shall be sent to the email address of the Customer submitted when signing up for the use of the Software and to the following e-mail address of Alvin: legal@alvin.ai

  16. Execution. The Agreement shall become effective between Alvin and Customer as of the moment when Customer signs up for the use of and obtains access to the Software.

 

Effective as of 01.04.2021
 

 

Appendix 1 to PRIVATE BETA Agreement (the “Agreement”)

 

DATA PROCESSING AGREEMENT (“DPA”)

 

WHEREAS:

 

(A) Capitalized terms used in this DPA shall have the meaning ascribed to them in the Agreement if not otherwise provided in this DPA.

 

NOW, THEREFORE the Parties have agreed as follows:

 

  1. The Customer acknowledges and agrees that any and all Customer Data (including its lawfulness, quality, accuracy) shall be the sole responsibility of the Customer. The Customer shall be solely responsible for uploading Customer Data through use of the Software.

  2. In connection with Customer Data, the Customer confirms that: (i) it either owns its Customer Data or has the necessary rights to use and authorize further use by Alvin as stipulated by the Agreement and this DPA; (ii) it has the appropriate legal basis for processing of the Personal Data and for authorizing Alvin to process the Personal Data in accordance with the Agreement and the DPA.

  3. The Customer acknowledges and approves that Alvin may in an aggregated or anonymized format use the Customer Data for Alvin's internal analysis with the aim to improve the quality of and develop the Software by adding functionality, new features, etc. In no event does the aggregated and anonymized data include any personally identifiable information or company level data.

  4. The Customer shall at all times ensure that processing of the Customer Data by it is lawful and in compliance with applicable legal acts (including data protection laws). By uploading Customer Data to the Software, the Customer authorizes Alvin to process the Personal Data as stipulated in the Agreement and as described in section 4.1 above.

  5. The Customer hereby instructs Alvin to process the Personal Data as described in this DPA.

  6. Upon processing the Personal Data Alvin shall:

    1. process the Personal Data only within the scope required according to the Agreement and for provision of the Software or in any other way according to the instructions of the Customer;

    2. apply appropriate technical and organizational measures, inter alia those listed in GDPR Article 32(1), if appropriate, in order to protect the Personal Data against unauthorized or unlawful processing and accidental or unlawful loss, destruction, damage, alteration or disclosure; ensure the performance of the Personal Data protection laws; and ensure the protection of rights of data subjects;

    3. refer all requests or inquiries by data subjects (customers or employees of the Customer) to the Customer without responding to such requests;

    4. guarantee that all employees of Alvin related to the provision of Software are bound by confidentiality obligation;

    5. make available information reasonably required by the Customer to demonstrate the fulfilment of the obligations of the Customer as the controller and Alvin as the processor on the basis of GDPR Article 28;

    6. enable the Customer or the auditor authorized by the Customer to perform the Personal Data processing and protection related audits and contribute to their conduct;

    7. immediately inform the Customer of any data protection incident and take all measures required to remedy/mitigate the consequences of data protection incident, unless the Customer has advised otherwise. To the extent possible, the notification of data the protection incident shall include the following information:

      1. description of the nature of the personal data breach including where possible the categories and approximate number of data subjects and personal data records concerned;

      2. the name and contact details of Alvin data protection officer or other contacts where further information can be obtained;

      3. description of the likely consequences of the personal data breach; and

      4. description of the measures taken or proposed to be taken to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

    8. assist the Customer in fulfillment of the obligations stipulated in GDPR Articles 32-36, taking into consideration the method of processing of Personal Data and the information available for Alvin.

  7. The Parties agree on the following:

    1. Duration of the data processing - the duration of the data processing shall be the duration of the Agreement;

    2. Data subjects - the Personal Data processed may concern the following categories of data subjects: representatives and employees of the Customer;

    3. Categories of data - the Personal Data transferred may concern the following categories of data: name, e-mail address;

    4. Purpose of processing operations - providing of the Software as described in the Agreement.

  8. By executing this DPA, the Customer grants Alvin a general authorization (in the meaning of GDPR Article 28(2)) to involve processors for the purposes of providing the Software. Alvin shall by e-mail inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer an opportunity to object to such changes by notifying Alvin by e-mail within 7 days after receipt of respective notice from Alvin. If the Customer objects to a new processor, as permitted in the preceding sentence, Alvin will use reasonable efforts to make available to the Customer use of the Software in a way to avoid processing of Personal Data by the objected-to new processor without unreasonably burdening the Customer. If Alvin is unable to make available such change within a reasonable period of time, which shall not exceed thirty days, the Customer may terminate the Agreement.

  9. The processors currently used by Alvin for provision of the Software, inter alia for processing of the Personal Data are

    1. Amazon Web Services, AWS/Aurora/Elasticache (Europe) - hosting and processing Customer Data.

  10. ​If Alvin uses the processors for carrying out specific processing operations with the Personal Data, it will do it based on the contract concluded with such processor.

  11. Alvin will process Personal Data on behalf of the Customer until the termination of the Agreement. Upon termination of the Agreement, Alvin will delete all Customer Data (incl the Personal Data) after thirty days from termination (unless otherwise instructed by the Customer), unless EU or Estonian law requires further storage of certain Personal Data.

  12. Notwithstanding the provisions of this DPA, Alvin may disclose Customer Data (incl Personal Data) to the extent obligated by applicable laws. In such case, Alvin will use reasonable efforts to provide Customer with prior notice of such disclosure (to the extent legally permitted). Should the Customer desire to contest the disclosure of the Customer Data, it shall provide Alvin a reasonable assistance, at the cost of the Customer.​​​​