Terms and Conditions

Current as of 20 Jan 2022

These Pandium Inc. Terms and Conditions (“T&C”) govern transactions entered into between Customer (as defined below) and Pandium Inc. (“Pandium”) pursuant to Order Form(s) (as defined below) and SOW(s) (as defined below). These T&C together with any Order Form(s) and SOW(s) constitute the “Agreement” by and between Pandium and Customer. The parties agree as follows:

1. Definitions.

A. “APIs” means any (i) application programming interface information or instructions, (ii) software development kits, or (iii) other software code snippets; in each case, made available by Pandium to Customer from time to time.

B. “Authorized Users” means employees of Customer for whom Customer has paid all applicable fees to permit them to access and/or use the Pandium Platform.

C. “Documentation” means user manuals, technical manuals, and any other materials provided by or on behalf of Pandium with the Pandium Platform, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Pandium Platform.

D. “Order Form” means an ordering document or online order executed by both parties specifying the details of access to the Pandium Platform to be provided, including any addenda and supplements thereto.

E. “Order Term” means the term length specified in the applicable Order Form.

F. “Pandium Platform” means access to Pandium’s web-based software platform which enables software-as-a-service businesses to easily power their integration practices, including any updates or enhancements thereto that Pandium may provide to Customer from time to time.

G. “Professional Services” means any consulting services provided to Customer pursuant to an SOW which may include things like configuration services, providing onsite support, or any other services outside the scope of Support Services.

H. “Scope Limitations” means any limitations on Customer’s use of the Pandium Platform specified in the applicable Order Form.

I. “SOW” means a statement of work executed by both parties specifying the details of professional services to be provided.

2. Use of the Pandium Platform.

A. APIs, and Documentation Orders. Each Order Form is subject to and governed by these T&C. If there is a conflict between these T&C and an Order Form, these T&C will control unless the Order Form states that a specific provision of these T&C will be superseded by a specific provision of the Order Form.

B. Access to the Pandium Platform. Subject to the terms and conditions of this Agreement and Customer’s payment of all fees, Pandium grants to Customer a limited right during the applicable Order Term, to access the Pandium Platform by and through its Authorized Users solely in connection with Customer’s internal business operations, any Scope Limitations, and in the manner described by any accompanying Documentation.

C. Privacy Notice. Please refer to our Privacy Notice for information on how we collect, use and share personal information of Authorized Users. You acknowledge and agree that your use of the Pandium Platform is subject to our Privacy Notice. Pandium’s processing of personal information contained in Customer Data is governed by our Data Processing Addendum attached hereto as Attachment 1.

D. APIs. Subject to and conditioned upon Customer’s strict compliance with the Agreement and payment of all applicable fees, Pandium grants to Customer a personal, nontransferable, non-sublicensable, non-exclusive, limited license during the applicable Order Term to, solely by and through its Authorized Users, download, install, access, use, and send and receive calls from the APIs; in each case, solely in connection with Customer’s internal business operations, any Scope Limitations, and in the manner described by any accompanying Documentation.

E. Documentation. Subject to and conditioned upon Customer’s strict compliance with the Agreement and payment of all applicable fees, Pandium grants to Customer a personal, nontransferable, non-sublicensable, non-exclusive, limited license during the applicable Order Term to, solely by and through its Authorized Users, make a reasonable number of copies of the Documentation and internally use that Documentation (including any copies), in each case, solely in support of its authorized use of the Pandium Platform in accordance with the Agreement.

F. Technical Support. For so long as Customer is current with its payment of all fees, Pandium will use commercially reasonable efforts to provide Customer with technical support services relating to use of the Pandium Platform and APIs via email during Pandium’s standard business hours (“Support Services”).

G. Restrictions. Except and solely to the extent permitted by the Agreement or by applicable law, Customer will not (and will not permit or authorize any third party to): (a) use the Pandium Platform, APIs, or Documentation except as expressly permitted under the Agreement; (b) reverse engineer, decompile, disassemble, modify, merge, or translate the Pandium Platform, APIs, or Documentation, or create derivative works of the Pandium Platform, APIs, or Documentation; (c) install or otherwise use the Pandium Platform, APIs, or Documentation in any way that would permit or authorize the Pandium Platform, APIs, or Documentation to be used in violation of the Scope Limitations or otherwise in violation of the Agreement;

H. Responsibility for Use of Pandium Platform and Documentation. Customer is responsible and liable for all actions, and inactions with respect to the Pandium Platform, APIs, and Documentation by its Authorized Users or by any other person or entity to whom Customer or an Authorized User may, directly or indirectly, provide access to or permit to use the Pandium Platform, APIs, or Documentation, as if they were an action or inaction of Customer.

3. Professional Services

A. Statements of Work. Each SOW is subject to and governed by these T&C. If there is a conflict between these T&C and an SOW, these T&C will control unless the SOW states that a specific provision of these T&C will be superseded by a specific provision of the SOW. Pandium will perform any Professional Services in accordance with these T&C and the applicable SOW.

B. Ownership. Unless otherwise provided in a SOW, Pandium retains all right, title and interest in and to any software programs, tools, specifications, ideas, concepts, inventions, know-how, processes, and techniques that Pandium uses or develops in connection with performing Professional Services, as well as all intellectual property rights therein. Unless otherwise provided in a SOW, and subject to Customer’s payment of all applicable fees, Pandium grants you a limited, nonexclusive, worldwide, royalty-free, nontransferable license during the applicable SOW Term to use such materials, solely in connection with your permitted use of the Pandium Platform and APIs.

4. Fees and Payment.

A. Payment. Customer will pay Pandium the fees and any other amounts owing under this Agreement, as specified in the applicable Order Form or SOW. Unless otherwise specified in an Order Form or SOW, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Pandium to collect any amount that is not paid when due. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. All amounts payable under this Agreement are denominated in United States dollars, will be paid in United States dollars, and are nonrefundable.

B. Taxes. Other than federal and state net income taxes imposed on Pandium, Customer will bear all taxes, duties, and other governmental charges resulting from the Agreement or provide a tax exempt certificate.

5. Term and Termination

A. Term of the Agreement. The term of the Agreement will commence on the Effective Date and will continue until terminated (the “Term”). Either party may terminate the Agreement for convenience if no Order Forms or SOWs are in effect with 30 days’ prior written notice to the other party.

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