Design Partnership Terms and Conditions

Effective Date: 27 September 2024

1. DESIGN PARTNERSHIP:
   1. Hevo Data Inc. (“Hevo”) may offer you certain Early Access Features, as part of its Design Partnership (“Design Partnership”).
   2. The present design partnership terms and conditions (the “Terms”) will govern your use of the Early Access Features. The Terms only apply to the Early Access Features and not to any other service offered by Hevo.
   3. “Early Access Features” means: (a) access to certain Hevo Services and related features, technologies, or products that are in development, beta, or pre-general release versions; (b) access to certain features, technologies, products, or services that are not yet generally available to Hevo Customers or are only available to a limited set of Hevo Customers; and (c) access to any software or other documentation related to Early Access Features.
2. EARLY ACCESS FEATURES:
   1. Access Grant: Subject to the Terms, Hevo grants you a limited, non-exclusive, non-transferable, terminable license to access and use the Early Access Features during the Early Access Term for the purposes permitted by Hevo. Hevo may also grant you access to certain Hevo APIs for the purpose of using the Early Access Features. These Hevo APIs are subject to certain changes, deprecation or removal and can only be used for the Early Access Features. Hevo further does not guarantee that the APIs will be compatible with the Early Access Features.
   2. Restrictions on Use: You are not permitted to: yourself or through a third party, license, sell, distribute, reproduce, reverse-engineer or otherwise commercially exploit any portion of the Early Access Features that is being offered to you ; disclose any information, documents or data related to the Early Access Features to any third party in any form without Hevo’s prior written consent; use the Early Access Features for any purpose other than the purposes as permitted by Hevo ; use the Early Access Features in any manner that violates the rights of any third party or any law or regulation in force or creates any liability or obligation on Hevo.
   3. Production Environment: You may, at your sole discretion, use the Early Access Service in a Production Environment, solely for your internal business purpose, provided that you inform Hevo in writing in advance and agree to cease such use immediately upon notice from Hevo. Production Environment here means the system setting where software, hardware, data, processes, and programs are executed for their final and intended operations by end users of Hevo.
3. HEVO’S RIGHTS AND OBLIGATIONS:
   1.  Hevo, its Affiliates, or its licensors, own all rights, title, and interest including all patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, data base rights and any other intellectual property rights in the Early Access Features, including any improvements and/or changes to the Early Access Features, design contributions or derivative works. You do not have access to any rights which are not expressly granted under this Design Partnership Agreement.
   2.  Hevo may modify the permitted use of the Early Access Features or update, suspend or cancel your access to any Early Access Features or roll back the Early Access Features entirely at any time and for any reason, after giving you due notice of 7 days.
   3.  Hevo does not have any obligation to correct any errors or defects in the Early Access Features or otherwise to provide any support, maintenance services, service or any guarantee for the Early Access Features.
   4.  Hevo is not obligated to store, export, return, or destroy any data or content after the Early Access Term.
   5.  Hevo is not obligated to offer you a general release or commercial version of the Early Access Features (“commercial version”). In case Hevo releases a commercial version, it is not obligated to offer the commercial version to you or offer it to you at any discount. You acknowledge and understand that the commercial version may be substantially different from the Early Access Features and any activity being performed by you by relying on the Early Access Features is entirely at your own risk.
4. YOUR OBLIGATIONS:
   1.  You agree to provide ongoing inputs, ideas, suggestions, recommendations, enhancement requests, or other feedback or statistics, quotes, or any other information on your use of the Early Access Features (“Inputs”). Hevo shall have exclusive rights, title, and interest in such Inputs and can, publish, reproduce, modify, sell, distribute, create derivative works or use in any manner, the Inputs, including for marketing purposes, without providing any payment or credit to you.
   2.  Your personal data. To the extent applicable, if you input any personal data (“Personal Data”) for processing through the Early Access Features, then you grant to Hevo a worldwide, non-exclusive, royalty-free license, for the duration of Early Access Term, to such Personal Data for the sole purpose of providing the Early Access Features to you in accordance with these Terms and Hevo’s Privacy Policy. You are solely responsible for storing and maintaining backups and copies of all Personal Data, which are stored within your applicable third-party hosting service provider (such as Amazon Web Services, Google Cloud Platform, Microsoft Azure, or such other pre-approved platform, as applicable) (the “Cloud Provider”). Hevo is not responsible for storing any Personal Data and disclaims all liability in connection with any claims that the Customer Personal Data have been lost, deleted, corrupted, or otherwise rendered unusable. Hevo reserves the right to immediately suspend your use of the Early Access Features or, at any time, to remove any Personal Data, with concurrent notice (and provided that Hevo shall endeavour to provide prior notice when possible or permitted), in instances where failure to immediately suspend such access or remove such Personal Data would violate applicable law, or cause a material and incurable harm to the rights of a third party or Hevo.
5. WARRANTIES AND REPRESENTATIONS:
   1. In case you avail any services from a third party for use with the Early Access Features, Hevo does not provide any guarantee for and will not have any liability or obligation regarding your use of the Third Party Services.
   2. You represent and warrant that (i) you have the full corporate power and authority to enter into the Terms and perform your obligations hereunder; (ii) you will comply with all applicable laws, rules and regulations in the course of performing its obligations and exercising its rights under the Terms; and (v) any Personal Data provided to Hevo or otherwise used by either party in connection with the Terms will not infringe, misappropriate or otherwise violate any right of any third party. You warrant that your use of the Early Access Features is compliant with all applicable laws and regulations in force, including but not limited to, laws governing privacy and data protection.
   3. Hevo does not represent, warrant or guarantee that the Early Access Features are or will remain available, updated, complete, correct or secure, You acknowledge and understand that using the Early Access Features may pose certain risks. The Early Access Features and any updates may contain errors or defects and is subject to delays, interruptions, malicious code, viruses, or cyber-attacks or other limitations. The Early Access Features are provided to you on an “As-Is”, “As Available” and “With all faults” basis. Hevo does not provide any warranty of any kind related to the Early Access Features, including but not limited to, those of merchantability or fitness for a particular purpose, title, non-infringement or arising from course of performance or usage or trade. You are responsible for safeguarding your data. You are solely responsible for your use of the Early Access Features. Hevo is not liable for any loss, damage or injury caused to you due to your use of the Early Access Features including any loss of data.
   4. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEVO AND ITS AFFILIATES DISCLAIM ALL REPRESENATION AND WARRANTIES UNLESS SPECIFICALLY PROVIDED HEREIN, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE GRANT OF THE EARLY ACCESS FEATURES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. HEVO DOES NOT REPRESENT OR WARRANT THAT THE EARLY ACCESS FEATURES WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS OR IN A SECURE MANNER. THE EARLY ACCESS FEATURES SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAY AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HEVO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY LOSS OF DATA OR DAMAGES RESULTING THEREFROM. THE EARLY ACCESS FEATURES MAY CONTAIN INDEPENDENT THIRD PARTY PRODUCTS AND RELY ON THEM TO PERFORM CERTAIN FUNCTIONALITY IN CONNECTION WITH THE EARLY ACCESS FEATURES. HEVO MAKES NO WARRANTY AS TO THE OPERATION OF ANY THIRD PARTY PRODUCTS OR THE ACCURACY OF ANY THIRD PARTY INFORMATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEVO OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTY.
6. TERM AND TERMINATION:
   1. Term: These Terms are effective from the date you first enrol into the Design Partnership (“Effective Date”). The Terms will continue for the Early Access Term, unless terminated earlier or until Hevo releases a commercial version of the Early Access Features. Early Access Term means the term indicated on the Website for such Early Access Features or such period as communicated to you by Hevo. Post the expiry of the Early Access Term, you will be required to pay a subscription fees to Hevo in case you want to use a commercial version of the Early Access Features.
   2. Termination: Either Party may terminate the Design Partnership with or without cause after giving a notice of 7 days to the other Party. In case you breach any of the conditions of the Terms, the Design Partnership will automatically terminate. Upon termination, you will cease using any portion of the Early Access Features. Termination of the Design Partnership will not terminate any other agreement between the Parties. Clauses 4, 5, 7, 8 and 9 in the present Design Partnership will survive termination.
7. CONFIDENTIAL INFORMATION:
   1. Confidential Information: Confidential information means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the Customer Personal Data; Hevo’s Confidential Information shall include the Early Access Features, its features and all performance results; and Confidential Information of each party shall include the terms and conditions of the Terms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
   2. Exclusions: However, Confidential Information (other than Customer Personal Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
   3. Protection of Confidential Information: Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with Terms and who are bound by confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
   4. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8. INDEMNITY AND LIMITATION OF LIABILITY:
   1.  You agree that you are responsible for your use of the Early Access Features, and you agree to defend, indemnify and hold harmless Hevo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Hevo Entities“) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your or your users’ access to, use of or alleged use of the Early Access Features in violation of the Terms; or any representation, warranty, or agreements referenced herein; or any applicable law or regulation, your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right, or any disputes or issues between You and any third party.
   2.  In no event will Hevo Entities be liable to you for any incidental, special, consequential or punitive damages, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not the Hevo entities have been informed of the possibility of such damage.
9. GOVERNING LAW:
   1. These Terms shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, You and Hevo agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for the purpose of litigating all such disputes. We operate the Service from our offices in California, and we make no representations that information and materials included in the Service are appropriate or available for use in other locations.
10. NO THIRD-PARTY BENEFICIARIES:
    1. These Terms do not and are not intended to confer any rights or remedies upon any Person other than you.
11. SEVERABILITY:
    1. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
12. NO WAIVERS:
    1. Hevo’s failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of Hevo by a duly authorized representative.
13. ASSIGNMENT:
    1. Except as permitted under these Terms, you may not assign any of your rights or obligations under these Terms, without our prior written consent. Hevo may assign its rights and obligations under these Terms in our sole discretion to an Affiliate, or in connection with an acquisition, sale or merger.
14. INDEPENDENT CONTRACTORS:
    1. You and Hevo are independent contractors. Nothing in these Terms will be deemed to constitute a joint venture or partnership between you and Hevo. Neither party will have the right to bind the other in any manner.