Term of Service

These service terms (“Service Terms”) are made and entered into by and between Premonio, Inc., (“Premonio”) and the customer identified in the proposal or statement of work to whom Premonio is providing the Services (“Customer”) and govern Customer’s access to and use of the Premonio Services (defined below) set forth in an accompanying SOW (as defined below) governed by these Service Terms.  Premonio and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Definitions.

a) “Customer Materials” means any and all materials or Technology that Customer provides to Premonio that are required for Premonio to perform the Services and/or complete the Deliverables. Customer Materials shall not be included in the Deliverables, unless expressly stated in the SOW.

b) “Consulting Services” means those professional services provided by Premonio to Customer as delineated in the SOW.

c) “Deliverables” means the work product resulting from the Consulting Services that Premonio performs pursuant to these Service Terms (that may consist of written reports, analyses and other working papers) and any Prior Technology incorporated therein.  A description of all applicable Deliverables will be set forth on the SOW.

d) “Derivative Work” means derivative work within the meaning of US copyright law.

e) “Intellectual Property Rights” means (by whatever name or term known or designated) copyrights, trade secrets, trademarks, patents, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals and extensions of such rights.

f) “Prior Technology” means any and all Technology incorporated into the Deliverables that is owned by, developed or otherwise created by or on behalf of Premonio or licensed by Premonio, and which may be improved or modified in the course of providing the Services or developing the Deliverables.

g) “Service Terms” means these Service terms and conditions that are incorporated by reference into an accompanying SOW (if provided by Premonio, attached hereto) and all references to these Service Terms will include such a SOW.

h) “Services” means: (a) the Premonio GOALS™ SaaS platform; (b) Consulting Services; and (c) other SOW-specified services outlined in a SOW.

i) “SOW” means the duly executed proposal or statement of work that describes the Services, Deliverables (if applicable) and fees associated with the Services.  

j) “SOW Effective Date” means the effective date of the SOW, or where not specified, the date of the last party to sign the SOW.

k) “Technology” means algorithms, approaches, code, concepts, data, designs, developments, documentation, discoveries, expressions, inventions, know-how, methodologies, multi-media files, object codes, processes, programs, skills, software, techniques, technology, text, tools, and web pages. 

2. Intellectual Property.

a) Proprietary Rights. All Intellectual Property Rights in any software and Prior Technology developed or provided by Premonio, including but not limited to the Premonio GOALS™ software platform, in the course of providing the Services are and remain Premonio property (“Premonio Proprietary Works”). Deliverables excluding: (i) Prior Technology; (ii) Premonio Proprietary Works; and (iii) general knowledge/skills developed during service delivery. Nothing herein shall preclude Premonio from developing, using or marketing services or materials that are similar or related to such Deliverables. 

a) Customer Furnished Materials. Any tangible Customer Materials furnished for use by Premonio remain Customer property. 

a) Premonio License. Customer hereby grants to Premonio a non-exclusive, worldwide, perpetual, royalty-free, non-transferable (except for entities controlling, controlled by, or under common control with Premonio) license under Customer’s Intellectual Property Rights in the Customer Materials necessary for Premonio to use, make, copy, modify, and create Derivative Works of the Customer Materials, solely for the purpose of creating, developing and testing the Deliverables.

d) Customer License. Upon Customer’s compliance with these Service Terms, and to the extent that Premonio Proprietary Works are contained in the Deliverables, Customer is granted a license to (a) use such Premonio Proprietary Works internally, for the purpose for which the Deliverables were provided, on a non-exclusive, non-transferable, without rights to sublicense, royalty-free, worldwide basis. Customer shall only sublicense to Customer’s Affiliates bound by these terms. Other than as specifically provided herein, Customer may not modify, alter, decompile, disassemble, reverse-engineer, or create Derivative Works from the Premonio Proprietary Works. Further, with respect to the Premonio GOALS™ software, Customer may not: (i) transfer the application logic to a spreadsheet or other application, including download a copy of the software or otherwise storing it locally; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the GOALS Software; or (iii) use the GOALS Software for purposes of competitive analysis of the software, the development of a competing software product or service, or any other purpose that is to Premonio’s commercial disadvantage. Reverse engineering is prohibited except for interoperability under §1201(f) of DMCA. Customer may:

a) Access GOALS™ via standard web browsers/APIs;

b) Generate reports for internal business use;

c) Temporarily cache data for performance optimization.

3. Confidentiality.  From time to time during the Term, either Party may disclose or make available to the other Party information about its past, current or future planned business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media that is marked or otherwise designated as “confidential”, “proprietary”, or something similar at the time of disclosure or within a reasonable period of time thereafter and/or would be considered confidential or proprietary by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Receiving Party must implement security measures no less rigorous than industry standards for SaaS providers. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Notwithstanding the preceding sentence, Premonio may retain backup and archived copies of Customer Confidential Information (including Customer Materials) after termination or expiration of this Agreement (subject to the confidentiality protections set forth in this Section 3) until deleted in accordance with Premonio’s data retention and destruction policies.  Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the SOW Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4. Warranty.  

a) Premonio Warranties. Premonio warrants that the Services to be performed hereunder will be done in a workmanlike manner and shall conform to standards of the industry. Customer must notify Premonio of any failure to so perform no later than ten (10) days after the completion or delivery of the Services. Premonio’s entire liability and Customer’s sole remedy for Premonio’s failure to so perform shall be for Premonio to, at its option, (i) use reasonable efforts to correct such failure, and/or (ii) terminate these Service Terms and refund that portion of any fees received that correspond to such failure to perform.  

b) Disclaimer of Additional Warranties. THE EXPRESS WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES AND DELIVERABLES, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND PREMONIO DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 

5. Limitation of Liability. EXCLUDED DAMAGES INCLUDE CONSEQUENTIAL, INCIDENTAL, PUNITIVE, AND LOST PROFITS, EXCEPT FOR: (A) BREACH OF CONFIDENTIALITY; (B) INDEMNIFICATION OBLIGATIONS; OR (C) WILLFUL MISCONDUCT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF, UNDER THESE SERVICE TERMS OR (II) ANY LIABILITY EXCEEDING THE TOTAL FEES PAID DURING THE 12 MONTHS PRECEDING A CLAIM FOR THE SERVICES UNDER THE SOW WHICH GAVE RISE TO THE CLAIM.

6. Fees and Payment.

a) Payment. Premonio will provide the Consulting Services as outlined in these Service Terms and the SOW for (i) a fixed price or (ii) a time and materials price described on the SOW, plus applicable taxes and travel expenses. License fees related to Premonio GOALS or other software will be outlined in the SOW.  Travel expenses are not to exceed the amount stated in the SOW or otherwise agreed to in advance in writing between the parties. Premonio will invoice Customer for the applicable fees as set forth on the SOW and unless otherwise agreed, such fees must be paid by Customer within thirty (30) days after the date of such invoice. Subject to these Service Terms, all fees are non-refundable.

b) Taxes. All charges and fees provided for in these Service Terms are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall pay or reimburse Premonio for all federal, state, dominion, provincial, or local sales, use, personal property, withholding, excise or other taxes, fees, or duties arising out of these Service Terms or the SOW (other than taxes on the net income of Premonio). 

c) Late Payments. All undisputed amounts that are not paid by Customer as required by these Service Terms shall be subject to a late charge equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. If payment of any undisputed fee is overdue, Premonio may also suspend provision of the Services until such delinquency is corrected. Suspension of Services does not relieve Customer of payment obligations for committed subscription periods.

d) Currency. All charges and fees for the Services provided for in the SOW shall be in the currency described in the SOW.

e) Cancellation. A minimum of thirty (30) business days written notice is required for rescheduling or canceling these Service Terms prior to commencing the Services.

f) Post-termination survival includes: Fees owed, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

7. Term and Termination. These Service Terms will be in full force and effect until (i) delivery by Premonio of the final Deliverable or (ii) Premonio and Customer mutually terminate these Service Terms in writing. Sections 2 -5, 7 and 8 will survive termination or expiration of these Service Terms. Either party may terminate for:

a) Material breach uncured within 30 days;

(b) Insolvency events;

(c) Persistent SLA failures (≥3 months below 95% uptime).

8. Data Protection.

a) Data Processing. Where Services involve processing Personal Data under applicable privacy laws (e.g., GDPR, CCPA):

b) Customer is Controller, Premonio is Processor;

c) Processing details are in Annex 1 (Data Processing Addendum);

d) Premonio will: (i) implement SOC 2-compliant safeguards; (ii) notify breaches within 72 hours; (iii) enable Customer audits; (iv) use subprocessors only with prior notice.

9. Indemnification. 

a) Premonio will defend Customer against third-party claims alleging: (i) infringement of IP by the Services; (ii) breach of data protection laws by Premonio.

b) Customer will defend Premonio against claims arising from: (i) Customer Materials; (ii) Customer’s unauthorized use of Services.

c) Indemnifying Party controls defense; indemnified Party provides reasonable cooperation.

10. Miscellaneous.

a) No Assignment. These Service Terms and any rights or obligations of Customer under it may not be assigned, subcontracted or otherwise transferred by Customer, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Premonio, which consent will not be unreasonably withheld. Subject to the foregoing, these Service Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

b) Independent Contractors. The relationship of Premonio and Customer established by these Service Terms is that of independent contractors. Nothing contained herein shall constitute either party the agent of the other party, or otherwise grant either party the authority to bind the other party to any obligation, or constitute the parties as partners or joint venturers and neither party shall hold itself out as being an agent having such authority. Customer shall make no representations or warranties on behalf of Premonio with respect to the Services and/or Deliverables.

c) Governing Law. These Service Terms will be governed by the laws of the State of California, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts of San Mateo County, California. 

d) Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Service Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, 

e) Counterparts. The SOW may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. The SOW may be executed and delivered by facsimile or in Portable Document Format (“PDF”) and the parties agree that such facsimile or PDF execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile or PDF signatures as evidence of the execution and delivery of such SOW by all parties to the same extent that an original signature could be used. 

f) Notice.  Any notice required under these Service Terms shall be in writing and shall be delivered by hand or by overnight express mail to the corporate address for each party.

g) Entire Agreement. These Service Terms (including the SOW and any other exhibits thereto) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous communications, representations, understandings and agreements, either oral or written. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may issue to Premonio in connection with these Service Terms will have any effect on, or otherwise modify, the rights, duties or obligations of the parties under these Service Terms, regardless of any failure of Premonio to object to such terms, provisions or conditions. Premonio hereby rejects any such additional or conflicting terms and conditions on any Customer purchase order, acknowledgement or other business form, unless expressly otherwise agreed to by the parties in writing.