PastSight Terms & Conditions

1. Services; Payments. This Agreement shall govern all services listed on the Order Form (“Services”). Customer shall provide all cooperation and assistance PastSight reasonably requests to enable PastSight to perform the Services. In consideration of the Services, Customer shall pay PastSight the fees in the amounts set forth in the Order Form. All payments shall be made in U.S. dollars. Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum amount allowed by law, if lower. In the event that any payment is more than thirty (30) days late, PastSight shall have the right to suspend performance until all payments are made current. 
2. Term; Termination. This Agreement shall become effective on the Effective Date and shall remain in effect until the parties’ respective obligations have been fulfilled unless earlier terminated in accordance with this Section 2. Either party shall have the right to terminate this Agreement immediately upon written notice to the other party: (a) if the other party breaches or fails to perform or observe any material term or condition of this Agreement and such default has not been cured within thirty (30) days after written notice of such default to the other party; or (b) if the other party (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise. Any provisions of this Agreement which by their nature are intended to survive termination of the Agreement shall so survive.
3. Confidential Information. “Confidential Information” means any information disclosed, directly or indirectly, by or on behalf of one party (“Discloser’) to the other party (“Recipient”) pursuant to this Agreement that is designated in writing as “confidential” at the time of disclosure or otherwise should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that: (a) is or becomes generally known and available to the public through no act or omission of the Recipient; (b) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure; (c) is lawfully obtained by the Recipient from a third party who has the right to make such disclosure; or (d) is independently developed by the Recipient subject to the confidentiality obligations herein. Recipient shall use the same efforts to protect Discloser’s Confidential Information from loss or alteration, and unauthorized access, use or disclosure, that it uses to protect its own confidential information of similar sensitivity, but in no event shall such efforts be less than a reasonable standard of care. Recipient may only use Discloser’s Confidential Information to perform its obligations and exercise its rights under this Agreement. Recipient shall not disclose or provide access to Discloser’s Confidential Information to any third party except (a) for disclosures to the Recipient’s employees, consultants, representatives, and agents with a need to know such information to perform Recipient’s obligations or exercise its rights under this Agreement; and (b) Recipient may disclose Discloser’s Confidential Information if it is compelled by applicable law to do so; provided Recipient gives Discloser prior written notice of such compelled disclosure (to the extent permitted by applicable law). 
4. Suggestions.  Customer hereby grants to PastSight a worldwide, non-exclusive, transferable, sublicensable, perpetual, irrevocable license to use and create derivative works from any feedback, comments, ideas, reviews, information, suggestions, or other materials that Customer or individuals authorized by Customer to access the Services (each, an “Authorized User”) provide to PastSight or its contractors (“Suggestions”) in connection with the Services. PastSight acknowledges and agrees that Suggestions are provided by Customer “as is” without warranty of any kind.
5. Customer Data License.  Except for the rights granted in this Section, as between the parties Customer owns and reserves all right, title, and interest in and to data and information submitted to the Services by Customer or Authorized Users, including Customer Personal Data (as defined below) (“Customer Data”). Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized Users) grants PastSight and its subcontractors and service providers a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (i) to provide and maintain the Services; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by Customer, including in any applicable Order Form. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users or any third parties as may be necessary to grant this license. Notwithstanding the foregoing, Customer agrees that PastSight may collect, analyze, use and disclose, during or after the term of this Agreement, data derived from Customer Data, which is anonymized and/or aggregated in a manner, that makes the identification of Customer or any Authorized User or third party impossible (“Derived Data”), for any business purpose, including to operate, analyze, improve, and market the Services and PastSight’s other products and services and share such anonymized data with PastSight affiliates and business partners. Customer further agrees that PastSight will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such Derived Data. PastSight will not identify Customer as a source of information for any report or material described in this Section without Customer’s permission. PastSight may use the names and contact information of Authorized Users, and the billing information of individuals that Customer has associated with its account (“Customer Account Data”) to provide the Services to Customer, including administering Customer and Authorized User accounts, and for other lawful business purposes in accordance with the PastSight Privacy Policy (available at https://www.pastsight.com/privacy-policy). 
6. Data Processing. If any information included in the Customer Data relating to an identified or identifiable natural person (“Customer Personal Data”) that PastSight processes relates to individuals who are data subjects entitled to the rights granted under all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security (“Privacy Laws”), Customer acknowledges that PastSight does so as a processor or service provider, as such terms are defined under the applicable Privacy Laws. To comply with the requirements of the Privacy Laws, including but not limited to the California Consumer Privacy Act, with respect to the processing of Personal Data, the parties agree to enter into an appropriate data processing addendum (“DPA”) and to adhere to the provisions of such DPA. In the event of any conflict between this Agreement and a DPA, the DPA shall govern.
7. Responsibilities for Customer Data. PastSight is not responsible for the content of any Customer Data, including Customer Personal Data, or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. Customer represents and agrees that Customer is solely responsible for (i) providing notices and obtaining consents as legally required for the collection, use, processing and transfer of Customer Personal Data and Customer Account Data in connection with the Services; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Personal Data and Customer Account Data provided hereunder, including (a) all applicable Privacy Laws, and (b) all relevant self-regulatory guidelines and principles. Unless otherwise agreed to in writing, Customer may not submit any Customer Personal Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA), or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws (each of the foregoing, “Prohibited Data”). PastSight does not make any representations as to the adequacy of the Service to process your Customer Data or to satisfy any legal or compliance requirements which may apply to your Customer Data, other than as described herein.
8. PastSight Marketing.  PastSight may use Customer’s name, logo, and marks to identify Customer as a PastSight customer on PastSight’s website and in other marketing materials.  Customer also agrees that PastSight may verbally reference Customer as a customer of the Services.
9. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO PASTSIGHT HEREUNDER.
10. Disclaimer. THE SERVICES ARE PROVIDED “AS IS”. PASTSIGHT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

General. This Agreement shall be governed by the laws of the State of New York without regard to the conflict of law provisions thereof, and any claim under this Agreement shall be brought in the federal or state courts serving New York County, New York. The invalidity of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement. This Agreement may be amended only by a written instrument signed by both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Electronic signatures are valid and binding. This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties, written or oral, with respect to the same.