Terms and Conditions

Last ammended: April 20, 2021

These terms and conditions govern the use of data that Pollen Analytics LLC (“Pollen”) has made available through exported files, Snowflake data shares, Amazon AWS S3 buckets, or other data sharing mechanisms (“Data”).

By accessing or using any or all of the Data, you, as an individual or an entity (“Company”) are accepting all of the following terms and conditions of this Agreement. You agree that this Agreement is enforceable like any written agreement signed by you and is legally binding between you Pollen. If you do not agree to all of these terms and conditions, do not access the Data. If you wish to access the Data as an employee, contractor, or agent of a corporation, partnership, or similar entity, then you must be authorized to sign for and bind the entity in order to accept the terms of this agreement and you represent and warrant that you have the right and authority to do so.

This Data License Agreement (“Agreement”) is between Pollen Analytics LLC (“Pollen”) and you, as individual or entity (“Company”).

1. Data License. Subject to the terms and conditions of this Agreement, Pollen grants to Company a temporary, limited, revocable, non-exclusive, worldwide license to access Data.

2. Original Data Licenses. A subset of the Data (“Third Party Data”) was originally generated by third parties that are not affiliated with Pollen (“Original Owners”) and those Original Owners still hold certain rights to the Third Party Data. Much of the Third Party Data is available from its Original Owners under open source or Creative Commons style licences and, as such, carries with it certain terms and conditions as stipulated by its Original Owners (“Original Licensing”). Where Data was generated by an Original Owner instead of originally generated by Pollen (“Third Party Data”), Pollen makes no claim to ownership over that Third Party Data and is simply providing (and potentially charging money for) the technical infrastructure and software that facilitates access to that Third Party Data in an easier to use format. Pollen makes available reasonable documentation of where the Third Party Data originally came from and what its Original Licensing conditions are. Company agrees to follow the Original Licensing terms and Company futher agrees to indemnify and hold harmless Pollen against any claims of copyright infringement or other harm from the Original Owners arising as a result of Company’s use of Third Party Data. Company agrees that it, and it alone, is responsible for verifying that anything it wants to do with Third Party Data is compliant with the Original Licensing. Company specfically acknowledges that Pollen IS NOT responsible for advising Company on Company’s own compliance with the Original Licensing.

3. Restrictions. Company will not (and has no license to): (a) use Third Party Data in a way that violates the licensing terms stipulated by its Original Owner; (b) sell, license, sublicense, rent, lease, encumber, lend, distribute, transfer, or provide a third party with access directly to the Data, on a hosted basis, as a managed service provider, or otherwise; or (c) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Data or its documentation. Company will not cause, encourage, or permit any other person or entity under its control from taking any actions that Company is prohibited from taking under this Agreement.

4. No Support or Maintenance. Pollen shall have no obligation to provide technical support, or other support for Data (“Support”). However, if Pollen chooses to provide any Support to Company from time to time, such Support will be governed by the then-current Pollen support policies.

5. No Warranty. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, POLLEN (ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS): (A) DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO Data (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF POLLEN KNOWS OR SHOULD HAVE KNOWN SUCH PURPOSE), PERFORMANCE, AND NON-INFRINGEMENT; (B) PROVIDE THE Data AND ANY RELATED PROFESSIONAL SERVICES “AS IS” AND “AS AVAILABLE”; AND (C) WITHOUT LIMITING THE FOREGOING CLAUSES (A) AND (B), MAKE NO (AND EXPRESSLY DISCLAIM) ANY WARRANTY THAT THE DATA, DOCUMENTATION, PROFESSIONAL SERVICES, AND ANY USE OF EITHER, WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, COMPATIBLE WITH ANY PARTICULAR ENVIRONMENT, OR FREE FROM DEFECTS OR ERRORS (OR THAT ANY ERRORS WILL BE CORRECTED).

6. Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, NEITHER POLLEN NOR COMPANY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, OR FOR DAMAGES RELATING TO: (A) LOSS OR INACCURACY OF, OR DAMAGE TO, DATA; (B) LOST REVENUE OR PROFITS; (C) LOSS OF BUSINESS; (D) DAMAGE TO GOODWILL; (E) WORK STOPPAGE; (F) IMPAIRMENT OF OTHER ASSETS; OR (G) INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED AND WITHOUT REGARD TO THE LEGAL THEORY UNDER WHICH THEY ARE SOUGHT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, FORESEEABLE OR NOT, AND WITHOUT REGARD TO WHETHER A PARTY HAS BEEN ADVISED SUCH DAMAGES ARE POSSIBLE. TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL, CUMULATIVE LIABILITY ARISING IN ANY WAY OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO DIRECT DAMAGES INCURRED IN REASONABLE RELIANCE IN AN AMOUNT NOT EXCEEDING US$ 500.00 FOR ALL CLAIMS IN THE AGGREGATE.

7. Term and Termination. This Agreement begins from the first moment Company accesses Data and terminates upon the earlier of: a) Company terminating its account at Pollen, or b) Pollen deactivating Company’s access to Data. However, even after termination of this agreement, Company still remains bound by sections 5 and 6, which limit Pollen’s liability for the consequences of any use Company put Data to during the term of the Agreement, even if such consequences occur after the termination of the Agreement.

8.0 Proper Conduct.

8.1. Compliance with Law. Each party will comply with all Law in its performance of this Agreement.

8.2. Export Compliance. Each party will comply with local and foreign export control Law, including U.S. export control Law. The Data is subject to U.S. Export Administration Regulations (“EAR”) and Company will comply with EAR. Without limiting the foregoing, Company represents and warrants that: (a) it is not located in, and will not use any Data from any country subject to U.S. export restrictions (currently including Cuba, Iran, North Korea, Sudan, Syria, and Crimea Region); (b) Company will not use the Data in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; and (c) Company is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, Company is responsible for complying with any local Law that may impact Company’s right to import, export, or use the Data.

8.3. U.S. Government Use. The software and Data provided under this Agreement is commercial computer software developed exclusively at private expense. Unless otherwise set forth in this Agreement, use, duplication, and disclosure by civilian agencies of the U.S. Government will not exceed those minimum rights set forth in FAR 52.227-19(c) or successor regulations. Use, duplication, and disclosure by U.S. Department of Defense agencies is subject solely to the software license terms contained in this Agreement, as stated in DFARS 227.7202 or successor regulations. U.S. Government rights will apply only to the specific agency and program for which the Data is obtained.

9.0 General.

9.1. Waiver; Amendment. No delay or failure by either party to exercise any right under this Agreement will waive that or any other right. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9.2. Assignment. Company may not assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted or purported assignment in violation of this Section will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.3. Dispute Resolution. This Agreement and performance under it will be governed by the substantive laws of the State of California, disregarding its conflict of law rules. If federal jurisdiction exists over any suit, action, or proceeding arising out of or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in San Francisco, California. If not, the parties consent to exclusive jurisdiction and venue in the California state courts sitting in Santa Clara County, California. In any such suit, action, or proceeding, the prevailing party may recover its reasonable attorneys’ fees, costs, and other expenses, including those on appeal or in a bankruptcy action.

9.4. Relationship. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or other relationship. Neither party has any right or authority to assume or create any obligation of any kind, express or implied, in the other party’s name or on its behalf. There are no third-party beneficiaries to this Agreement. Pollen’s licensors will have no liability of any kind under this Agreement. Pollen’s liability with respect to any third-party software embedded in the Software will be subject to Section 6 (Limitations of Liability).

9.5. Severability. If any part of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that part will be deemed reformed to effectuate the parties’ intentions, and the rest of this Agreement will remain in full force and effect.

9.6. Entire Agreement. This Agreement sets forth the complete and exclusive agreement between the parties relating to its subject matter and supersedes all prior oral and written agreements, understandings, and communications regarding its subject matter. All other terms and conditions printed or included on, or referenced in, purchase orders and other ordering documents or correspondence from Company that purport to add to or modify the terms of this Agreement are expressly rejected by Pollen and will be of no force or effect.