DONNA Terms of Service

DONNA Customer Agreement

Last Modified: January 29^th, 2024

This DONNA Customer Agreement (“Agreement”) is a binding contract between you (“Customer”, “you”, or “your”) and Aureus Tech Inc. (“Aureus”, “we”, “us”, or “our”). Customer and Aureus each is a “Party,” and together are the “Parties.”  This Agreement governs your access to and use of the DONNA Cloud Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I AGREE TO THE AUREUS TERMS AND CONDITIONS” BUTTON LOCATED ON THE DONNA REGISTRATION WEB PAGE OR BY ACCESSING OR USING THE CLOUD SERVICES (the "Effective Date"). BY CLICKING ON SUCH BUTTON OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, THEN YOUR OPTION IS NOT TO CLICK THE “I AGREE” BUTTON AND NOT TO ACCESS OR USE THE CLOUD SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

1. Definitions.

“Cloud Services” or “DONNA” or “DONNA Cloud Services” means the services provided by Aureus under this Agreement that are detailed on Aureus’s website available at www.donna.gocrux.com/terms and reflected in the Customer’s order.

“Customer Data” means data input, uploaded, or otherwise submitted to Aureus pursuant to this Agreement as necessary for Users to access and use the Cloud Services and which is identifiable to Customer or User.

"Data Owner" means the Customer who submits the customer data to Aureus.

“Databases” means proprietary database(s) of URL addresses, email addresses, Malware, applications and other valuable information.

“Database Updates” means changes to the content of the Databases.

“Documentation” means the Cloud Services instructions, user manuals, setup posters, release notes, and operating instructions prepared by Aureus, in any form or medium, as may be updated from time to time by Aureus and made generally available to Customer or User.

“Error” means a material failure of the Cloud Services to conform to the Documentation, which is reported by Customer and replicable by Aureus.

“Subscription” shall have the meaning set forth in Section 2 of this Agreement.

“Subscription Fees” means the pricing that is detailed on Aureus’s website and reflected in the Customer’s order.

“Subscription Term” means the time period on Aureus’s website and reflected in the Customer’s order, as further defined in Section 11 of this Agreement.

“Upgrades” means certain modifications or revisions to the Cloud Services, but excludes new products or services for which Aureus generally charges a separate fee.

“User” means solely those employees, consultants, contractors, and agents of Customer (i) who are authorized by the same to access and use the Cloud Services under the rights granted pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased pursuant to this Agreement;

“Virus” or “Malware” means computer software or program code that is designed to damage or reduce the performance or security of a computer program or data.

2. Subscription for Access and Use of Cloud Services.
   • Limited License. Subject to the provisions contained in this Agreement and the Customer’s and Users’ compliance with the same, including without limitation the timely payment of the applicable fees, Aureus hereby grants Customer, for the Subscription Term, a Subscription, which constitutes a personal, non-exclusive, non-transferable, non-sublicensable, limited license to use the Cloud Services, solely for the internal business purposes of Customer and not of any other person or entity. Any materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information relating to the Cloud Services provided by Aureus (whether in hard copy or electronically) may be used solely pursuant to this limited license. Aureus may accept or reject any Customer order in its sole discretion.
   • Access; Restrictions. The Cloud Services are provided as a service, and Customer has no right to receive or use, and Aureus will not deliver to Customer, any media or copies of any software as part of the Cloud Services. Aureus shall at all times retain control over the content, functionality and components of its Cloud Services and may from time to time, in its discretion, modify the content, functionality or components of the Cloud Services, including to supplement, upgrade or eliminate certain functionality or components. The Cloud Services are hosted on a server owned or controlled by Aureus, and may be accessed remotely by Customer via an Internet connection, using the provided portal or other means that may be specified by Aureus. Aureus shall provide Customer with the necessary password(s) and access credentials to allow Customer to access the Cloud Services.  Aureus is making available to Customer the Cloud Services and the features that are generally made available to Aureus’s customers. No special features, customizations, or customer-specific implementations are made available to Customer except as mutually agreed by the Parties and set forth in a separate, written agreement (including any separate fees associated therewith). Customer shall not, and shall neither enable or permit anyone else to, access the Cloud Services, other than as provided for in this Agreement.  Any use of the Cloud Services in violation of this Section 2 is a material breach of this Agreement.
   • Risk Mitigation; Suspension. Aureus may take appropriate action to address risks to the Cloud Services or the content of any customer. Without limiting the foregoing, in the event of a severe or imminent threat to the Cloud Services or content of any customer, Aureus may immediately suspend Customer’s access to or use of all or any portion of the Cloud Services if: (i) Aureus reasonably believes that the Cloud Services are being used in violation of the Agreement or applicable law; (ii) in the determination of Aureus, Customer’s use of the Cloud Services interferes with the normal operations of the Cloud Services or any other customer, or creates any threat to the security of the Cloud Services, the Cloud Services or the content of any other customer; (iii) Aureus becomes aware of what it, in its sole discretion, deems a credible claim that the Cloud Services infringes upon the intellectual property rights of a third-party; or (iv) required to do so by law. In each case, Aureus will give Customer advance notice of pending suspension under this Section 2(c) of at least twelve (12) hours, unless Aureus determines, in Aureus’s reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect Aureus, its customers, or others. Aureus will not be liable for any claims or damages of any kind arising out of a suspension of the Cloud Services under this Section 2(c). Aureus may maintain a suspension of the Cloud Services for as long as reasonably necessary to address severe, imminent risks to the Cloud Services or Customer Data. Aureus will not irretrievably erase Customer Data in the event of a suspension of the Cloud Services. Aureus’s right to suspend the Cloud Services are in addition to Aureus’s right to terminate the Agreement pursuant to Section 11 regarding Term and Termination.
   • Service Levels. Service levels (including uptime, scheduled outages, performance, notifications, issue resolution, internal support escalation, storage, virus protection, digital asset durability, backups, etc.), are set forth in the applicable service level agreement (“SLA”) incorporated by reference hereto.
   • Right to Discontinue. Aureus may at any time discontinue the Cloud Services and terminate the associated Customer order if it is generally ceasing to provide the Cloud Services to customers. In such event, Aureus shall use commercially reasonable efforts to provide to Customer at least sixty (60) days prior written notice.
   • Customer Precautions. Customer will use reasonable security precautions in light of Customer’s use of the Cloud Services, including preventing unauthorized access to the Cloud Services and taking all commercially reasonable actions and precautions to prevent the introduction and proliferation of Viruses or Malware into the Cloud Services. Aureus may immediately suspend Customer’s access to the Cloud Services if Aureus detects Viruses or Malware or reasonably suspects that the same were introduced or permitted to be introduced by or through Customer.
3. Customer Obligations.
   • General Obligations. Customer will (a) comply with all applicable laws, statutes, regulations and ordinances, (b) use the Cloud Services only for Customer’s legitimate business purposes and only in accordance with this Agreement.
   • Equipment. Customer shall be responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and long distance and local telephone service (collectively “Equipment”). Customer shall be responsible for ensuring that the Equipment is compatible with the Cloud Services and complies with the Documentation. Customer shall also be responsible for the security and use of the Equipment.
4. Technical Support.
   • Cloud Services Technical Support. Cloud Services technical support includes (i) standard technical support, Error corrections or workarounds so that the Cloud Services operate in substantial conformance with the Documentation, and (ii) the provision of Database Updates and Upgrades, if and when available.
   • Standard Support. Standard technical support includes online website and portal access, and telephone support during business hours. Database Updates and Upgrades will be provided to Customer only if Customer has paid the appropriate Subscription Fees. Enhanced support offerings are available only for additional cost as provided in a separate written agreement between the Parties.
   • Limitations on Support. Aureus’s obligation to provide technical support is limited to: (i) Cloud Services that have not been altered or modified by anyone other than Aureus or its licensors; (ii) releases for which technical support is provided; (iii) Customer’s use of the Cloud Services in accordance with the Documentation; and (iv) errors and malfunctions caused by systems or programs supplied by Aureus.
5. Intellectual Property Rights.
   • Ownership. The Cloud Services and all related intellectual property rights are the exclusive property of Aureus or its licensors. All right, title and interest in and to the Cloud Services, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Cloud Services remain exclusively with Aureus or its licensors. Customer acknowledges that the Cloud Services are valuable, proprietary, and unique. The Cloud Services contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. The Cloud Services include software licensed from third parties. All rights not granted to Customer in this Agreement are reserved to Aureus. No ownership of the Cloud Services passes to Customer. Aureus may make changes to the Cloud Services at any time without notice. Except as otherwise expressly provided, Aureus grants no express or implied right or license under Aureus’ patents, copyrights, trademarks, or other intellectual property rights. Customer may not remove any proprietary notice of Aureus or any third party from the Cloud Services without Aureus’s prior written consent.
   • Customer Data Owner shall retain all rights, title, and interest in and to the Data, including any intellectual property rights embodied therein.
   • Feedback. Aureus has the unrestricted right to use any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer or Users relating to the Cloud Services irrespective of any other obligation or limitation between the Parties otherwise governing such information.
   • License Administration. Aureus may use tools, scripts, software, and utilities to monitor and administer the Cloud Services. Customer acknowledges that in order to provide certain Cloud Services under this Agreement, Aureus will be required to access, use, view, copy, host, store, analyze, make derivatives and/or transmit Customer Data, and Customer hereby grants to Aureus and to Aureus’s third-party providers the right to do any and all of the foregoing in connection with Aureus’s provision of the Cloud Services, and as otherwise reasonably necessary to perform Aureus’s obligations hereunder. Customer agrees that any derivative or transformed data derived by Aureus in whole or part from Customer Data that has been de-identified and does not include information identifiable to Customer, or any natural person, shall be the exclusive property of Aureus, and nothing herein shall limit Aureus’s use or exploitation thereof.

2. Protection of Confidential Information and Access to Cloud Services.
   • Confidential Information. Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, products, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as “Confidential,” “Proprietary” or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party; provided, however that “Confidential Information” shall not include any of the information of Customer or User described in Section 6(b). Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Each party agrees that all Confidential Information of the other Party will be treated by the Receiving Party as non-public confidential information and will not be disclosed to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Furthermore, each Party shall only use the Confidential Information of the other party for purposes of carrying out its rights and obligations under this Agreement.
   • Customer Safeguard Obligations. Customer will take all reasonable steps to safeguard the Cloud Services to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Cloud Services contain valuable, confidential information and trade secrets and unauthorized use or copying is harmful to Aureus. Customer may use the Cloud Services only for the internal business purposes of Customer. Customer will not itself, or through any employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Cloud Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Cloud Services, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Cloud Services to any user other than employees and individual contractors of Customer who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms of this Agreement; (iv) write or develop any derivative works based upon the Cloud Services; (v) modify, adapt, translate or otherwise make any changes to the Cloud Services or any part thereof; (vi) use the Cloud Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (vii) disclose or publish, without Aureus’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Cloud Services; (viii) otherwise use or copy the same except as expressly permitted herein; (ix) use any third party software included in the Cloud Services independently from the Aureus proprietary Cloud Services. Subject to the terms of this Agreement, Customer may allow its agents and independent contractors to use the Cloud Services solely for the benefit of Customer; provided, however, Customer remains responsible for any breach of this Agreement by any such party. Any other use of the Cloud Services by any other entity is forbidden and a violation of this Agreement. If any additional third party end-user license agreement is attached to this Agreement or otherwise incorporated into the Cloud Services, Customer’s use of the third party software is further restricted by and subject to the third party licensor’s end-user license agreement.
3. Financial Terms.
   • Payment Terms. Fees and payment terms are specified on the Aureus website and reflected in the Customer’s order. Except as otherwise expressly specified in this Agreement or in writing by Aureus, all recurring payment obligations start from the execution of the Customer’s order.  Aureus may increase recurring fees at any time upon 60 days written notice. Unless otherwise specified in writing by Aureus, payment of all fees is due 30 days after the invoice date. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by law. Failure to make timely payments is a material breach of the Agreement and Aureus will be entitled to suspend any or all of its performance obligations hereunder in accordance with the provisions of Section 11 and to modify the payment terms, including requiring full payment before Aureus performs any obligations in this Agreement. Customer will reimburse Aureus for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due Aureus or otherwise enforcing its rights hereunder. Aureus’s reasonable travel and lodging expenses incurred by Aureus in the performance of work on Customer’s site will be billed separately at actual cost. To the extent not collected by Aureus, Customer is responsible for payment of all taxes (excluding those on Aureus’s net income) arising out of this Agreement, except to the extent a valid tax exemption certificate or other written documentation acceptable to Aureus to evidence Customer’s tax exemption status is provided by Customer to Aureus prior to the delivery of Cloud Services.
   • No Cancellation. All Customer orders are non-cancellable, and there shall be no fee adjustments or refunds for any reason, including decreases in usage, or otherwise during the Subscription Term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Aureus regarding future functionality or features. In the event that any Customer order is terminated prior to the end of the then-current Subscription Term for any reason, Customer shall remain responsible for payment in full all fees applicable to the entirety of the then-current Subscription Term.
   • 15-Day Cancellation Period: Initial set up fees will not be refunded after going live.
   • All subscriptions are 1 year contract and cannot be cancelled before renewal date irrespective of payment options of monthly/yearly.
4. Limited Warranty; Remedies; Disclaimer.
   • Warranty. During the Subscription Term, Aureus warrants that the Cloud Services, as updated from time to time by Aureus and used in accordance with the Documentation and the Agreement by Customer, will operate in substantial conformance with the Documentation under normal use. Aureus does not warrant that: (A) the Cloud Services will (i) be free of defects, (ii) satisfy Customer’s requirements, (iii) operate without interruption or error or (B) data contained in the Databases will be (i) appropriately categorized or (ii) that the algorithms used in the Cloud Services will be complete or accurate.
   • Notification. Customer must promptly notify Aureus in writing of a claim for breach or any warranty in Section 8(a). Provided that such claim is reasonably determined by Aureus to be Aureus’s responsibility, Aureus shall, within thirty (30) days of its receipt of Customer’s written notice, (i) correct the Error or provide a workaround; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Aureus at Aureus’s discretion, then Aureus may terminate the affected Cloud Services Subscription and Customer will be entitled to a refund of the unused Subscription Fees paid for the affected Cloud Services applicable to the balance of the then-current Subscription Term. This paragraph sets forth Customer’s sole and exclusive remedy and Aureus’s entire liability for any breach of warranty or other duty related to the Cloud Services.
   • Limitation of Warranties. This warranty is void and Aureus is not obligated to provide technical support if a claimed breach of the warranty is caused by: (i) any unauthorized modification of the Cloud Services or tampering with the Cloud Services, (ii) use of the Cloud Services inconsistent with the accompanying Documentation, or (iii) breach of this Agreement by Customer or User.
   • Disclaimer of Warranties. THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE IN LIEU OF, AND AUREUS, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE WITH RESPECT TO THE CLOUD SERVICES PROVIDED UNDER THIS AGREEMENT.
5. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AUREUS, ITS AFFILIATES, ITS LICENSORS OR RESELLERS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL, OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE CLOUD SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, PRIVACY, ACCESS TO OR USE OF ANY ADDRESSES, EXECUTABLES OR FILES THAT SHOULD HAVE BEEN LOCATED OR BLOCKED, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE AND THIRD PARTY CLAIMS, EVEN IF AUREUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AUREUS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY AUREUS FOR THE APPLICABLE CLOUD SERVICES OVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE CLOUD SERVICES THAT DIRECTLY CAUSED THE LIABILITY.
6. Indemnification.
   • Intellectual Property Indemnity. In the event of a third-party claim, suit or proceeding against Customer asserting that use of the Cloud Services as permitted in this Agreement infringes a third-party’s patent, copyright, or trademark right recognized in any jurisdiction where the Cloud Services are used by Customer, Aureus at its expense will defend Customer and indemnify Customer against damages payable to any third party in any such suit or cause of action to the extent directly related to such claim. Aureus’s obligation under this Section is contingent upon Customer providing Aureus with: (a) prompt written notice of the suit or claim; (b) the right to solely control and direct the defense of the claim; and (c) reasonable cooperation with Aureus. Aureus will have no liability for any claim of infringement if: (i) the Cloud Services are modified by anyone other than Aureus; (ii) the Cloud Services were combined with other hardware or software not provided by Aureus; or (iii) Customer did not implement any software upgrades or Database Updates made available to it. In the event the Cloud Services, in Aureus’s opinion, are likely to or do become the subject of a claim of infringement, Aureus may at its sole option and expense: (x) modify the Cloud Services to be non-infringing while preserving substantially equivalent functionality; (y) obtain a license for Customer’s continued use of the Cloud Services; or (z) terminate this Agreement and the license granted hereunder, accept return of the Cloud Services and refund to Customer the unused Subscription Fees paid for the affected Cloud Services applicable to the balance of the then-current Subscription Term. THIS SECTION SETS FORTH AUREUS’S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR CLAIMS OF INFRINGEMENT BY THE CLOUD SERVICES.
   • Customer Indemnity. Except for claims subject to Section 10(a), Customer shall indemnify and hold Aureus harmless from and against any and all losses, claims, costs, expenses, damages and liabilities, including reasonable attorney’s fees, which Aureus may suffer or be required to pay, arising out of injury (or death) to persons, or damage to property, resulting from or pertaining to Customer’s use of the Cloud Services, whether or not occasioned by the negligence or misconduct of Customer, User, or their agents, employees, independent contractors or invitees.
   • Third Party Damages. For the avoidance of doubt, the indemnitor’s obligation to reimburse the indemnitee for any award payable to a third party is irrespective of the type of damages that form the basis for such award (including an award of direct, indirect, incidental, consequential, special or punitive damages), but in no event does the foregoing indemnity require the indemnitor to compensate the indemnitee for such indemnitee’s own alleged indirect, incidental, consequential, special or punitive damages.
7. Term; Termination.
   • Term. The term of this Agreement (the “Agreement Term”) begins on the Effective Date. Unless expired or terminated earlier in accordance with the terms and conditions of this Section 11, the Agreement Term shall continue until expiration of the Subscription Term and shall be deemed renewed on the acceptance of any new Customer order.
   • Initial Subscription Term. The Customer order shall specify the initial Subscription Term (the “Initial Subscription Term”) for the applicable Cloud Services, in accordance with the Subscription Term options detailed on the Aureus website. Such Initial Subscription Term will automatically renew for successive renewal terms, each equal in length to the Initial Subscription Term (each, a “Subscription Renewal Term”), unless either Party gives written notice of non-renewal prior to the end of the then-current Subscription Term.
   • Evaluation Subscriptions. Cloud Services evaluation subscriptions are available for a period of up to fifteen (15) days (the “Evaluation Period”) and are subject to the terms and conditions of this Agreement, provided however that (i) evaluation subscriptions may be used solely to evaluate and facilitate Customer’s decision to purchase a subscription to Cloud Services, and (ii) evaluation subscriptions are provided by Aureus on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. Unless Customer gives written notice prior to the expiration of the Evaluation Period declining to purchase the Cloud Services, Customer is deemed to have purchased the Cloud Services and must pay the applicable Subscription Fees. In any event, Customer’s continued use of the Cloud Services after an evaluation subscription is subject to this Agreement.
   • Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches any provision of the Agreement and fails to cure such material breach within thirty (30) days of written notice describing the material breach in reasonable detail, except for breach of payment terms which shall have a ten (10) day cure period, subject to Aureus’ rights to suspend its performance obligations as set forth in this Agreement. Aureus may, at its option, immediately terminate the Agreement if Customer breaches any obligation relating to the intellectual property rights of Aureus or any of its suppliers or licensors, or if Aureus detects hacking or any other security breach of the Cloud Services originating with or through Customer.
   • Termination for Insolvency. The Agreement and all licenses granted hereunder shall immediately terminate if the other Party becomes insolvent, makes an assignment for the benefit of its creditors, or files a voluntary petition for bankruptcy; or if a petition for bankruptcy or reorganization is filed by or against Customer, or if any insolvency proceedings are instituted by or against it under the law of any jurisdiction, or is placed in the hands of a receiver, or if the other Party liquidates its business in any manner, provided, however, that in the case of involuntary bankruptcy, reorganization or insolvency proceedings, the same shall not constitute a default if defended in good faith by such Party and dismissed within thirty (30) days following the institution of any such proceedings.
   • Effect of Termination. Upon expiration or termination of this Agreement (i) all rights granted to Customer hereunder to use and access the Cloud Services shall immediately cease; (ii) Aureus may without limiting or waiving any other remedies available to it, offset in whole or in part its resulting damages by retaining Customer’s initial payment or deposit; and (iii) Customer will remain obligated to pay Aureus for the entire Subscription Term and for any additional amounts owed that accrued prior to the effective expiration or termination of this Agreement. Upon notification of termination by either Party, Customer must cease all access to the Cloud Services.
   • Survival. Sections 1, 5-11, and 14-16 shall survive the termination or expiration of this Agreement.
8. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through in-app notifications or posts on the Aureus website or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. Aureus will provide at least 30 days' advance notice of changes to any service level that Aureus reasonably anticipates may result in a material reduction in quality or services.
9. Compliance with Laws. Each Party will comply at their own expense with all applicable laws and regulations, including those of other jurisdictions that may apply concerning the protection of personal data, and anti-bribery. Customer must obtain any required employee consents addressing the interception, reading, copying, or filtering of emails and their attachments. Neither party will use any data obtained via the Cloud Services for any unlawful purpose.
10. Export. The Customer and Aureus acknowledge that the Cloud Services and Customer Data transferred or accessed outside the United States may be subject to federal export control laws and regulations that prohibit or restrict the export or re-export of the Cloud Services or any Customer Data outside the United States. The Customer and Aureus shall abide by those laws and regulations. Customer will not attempt directly or indirectly to export the Cloud Services or any Customer Data to countries, persons or entities prohibited by such laws or requiring an export license or other government approval. Further, Customer confirms that neither the Cloud Services nor Customer Data, are intended to be shipped or otherwise transmitted, directly or indirectly to any restricted party inside, or to any place outside, the United States. In no event will Aureus be liable for delays or failure to deliver Cloud Services resulting from Customer’s obtaining or failure to obtain any license or certification required by such laws and regulations.
11. Audit. Without prejudice to Aureus audit rights pursuant to this Section 14, upon Aureus’s request Customer will document and certify that use of the Cloud Services are in full conformity with the use rights granted under this Agreement. During the term of this Agreement and for a period of one year following its termination, Customer will maintain and make available to Aureus records sufficient to permit Aureus or Aureus’s independent auditor to verify, upon ten days’ written notice, Customer’s compliance with this Agreement. Customer will provide assistance, personnel, systems access, and information in an expeditious manner to facilitate the timely completion of Aureus’s compliance verification. The audit will be performed during regular business hours. If Customer is not in compliance with this Agreement, Customer will reimburse Aureus’s reasonable costs and expenses of such verification process (including, but not limited to the fees of an independent auditor), and Customer will promptly cure any noncompliance, including without limitation payment of any and all fees owed to Aureus during the period of noncompliance. The rights and remedies under this Section are in addition to any other rights Aureus may have under this Agreement. Additionally, Aureus may at any time, without notice, during the term of this Agreement access Customer’s system to determine whether Customer and its users are in compliance with this Agreement. Customer acknowledges that the Cloud Services may include a license manager component to track usage of the Cloud Services and shall not impede, disable or otherwise undermine such license manager’s operation.
12. Miscellaneous.
    • Email Communications. For the purposes of customer service, technical support, and as a means of facilitating interactions with its end-users, Aureus may periodically send Customer messages of an informational or advertising nature via email. Customer may choose to “opt-out” of receiving these messages or information sharing by sending an email to donna.support@aureusanalytics.com requesting the opt-out. Customer acknowledges and agrees that by sending such email and “opting out” it will not receive emails containing messages concerning upgrades and enhancements to Cloud Services. However, Aureus may still send emails of a technical nature.
    • Marketing. The Parties agree that each has the right to use the other Party’s name and logo for the sole purpose of indicating that Customer is a licensee of Aureus.
    • Non-assignment. Customer may not transfer any of Customer’s rights to use the Cloud Services or assign this Agreement to another person or entity, without first obtaining prior written approval from Aureus.
    • Notices. All notices, consents, approvals and other communications provided for in the Agreement shall be in writing and shall be deemed given: (i) when personally delivered, faxed (with confirmation), or (ii) one day after being delivered to Federal Express or any nationally recognized overnight courier service, or (iii) upon receipt if deposited in the United States mail, certified or return receipt requested, postage prepaid, in each case addressed or sent to the address or facsimile number for the receiving Party set forth in this Agreement. Any Party may change its address or fax number for notices under the Agreement at any time by giving the other Party notice of such change. Any consents or approvals by Aureus required hereunder must be issued by an authorized representative of Aureus.
    • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Connecticut. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. In accordance with and subject to compliance with the dispute resolution procedure described herein, Aureus and Customer agree that the United States District Court for the District of Connecticut or the Superior Court for the Judicial District of Hartford at Hartford, Connecticut, shall be the sole and exclusive jurisdiction and venue for the adjudication of any and all disputes between the Parties arising hereunder or in connection herewith, and expressly submit to the personal jurisdiction of such courts for the adjudication of any dispute relating to the Agreement, including any disputes relating in any way to the validity, interpretation or performance of the Agreement or to the relationship whether direct or indirect, between the parties hereto.
    • Dispute Resolution. In the event of any claim, dispute or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, and equitable claims) between the Parties arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement or any related purchase (a “Dispute”), the Parties shall attempt in the first instance to resolve such Dispute through friendly face-to-face consultations initiated at the instance of either of the Parties. If the Dispute has not been resolved by friendly consultations within thirty (30) days after one Party has served written notice to the other Party requesting the commencement of such consultations, then any concerned Party may seek relief as necessary in court, subject to the terms and conditions of the preceding subsection.
    • Force Majeure. Neither Party will be responsible for, nor be in default under this Agreement due to any delays or failure of performance (except payment obligations) resulting from acts or causes beyond its reasonable control, including acts of God, acts of war, acts of terror, civil unrest, strikes or other labor problems, power failures, floods, earthquakes, pandemics, other natural disasters, denial-of-service attacks, or other similar events, including any such event that impacts on a third-party provider (“Force Majeure Events”). In the event that either Party of one of its agents authorized by the Agreement is unable to perform any of its obligations under the Agreement because of a Force Majeure Event, the Party who has been so affected will promptly give notice to the other and will exercise all reasonable efforts to resume performance.
    • Severability. A determination that any provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of any other part of this Agreement. Similarly, a determination that any provision is invalid or unenforceable in one application will not affect the validity or enforceability of the same provision in other contexts. To the extent possible, this Agreement shall be construed to give meaning to every provision.
    • No Waiver. A Party’s waiver of any breach or its failure to enforce any term of this Agreement may not be deemed a waiver of any other breach or of its right to enforce the same term or others in the future. Any waiver, amendment, supplementation or other modification or supplementation of any provision of this Agreement will be effective only if in writing and signed by both Parties.
    • Entire Agreement. This Agreement, including any annexes, schedules, exhibits, click-through terms, orders, Documentation, any other documents incorporated herein by reference, including amendments and attachments thereto, constitutes the entire agreement between the parties regarding the subject matter herein and the parties have not relied on any promise, representation, or warranty, express or implied, written or oral, that is not in this Agreement. All pre-printed or standard terms of any purchase order or other business processing document created by any source other than Aureus shall have no effect. In the event of any inconsistency between the statements made in the body of this Agreement, the related attachments, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, including any addenda and attachments; (ii) second, the Customer order, including any addenda, or other attachments; (iii) third, any other documents incorporated herein by reference; and (iv) fourth, any click-through terms within the Cloud Services.

ANNEX 1

DONNA Authorized User Terms of Use

This Terms of Use ("Terms of Use") governs your use of the Aureus Cloud Services (collectively, the "Cloud Services"), including all user manuals, technical manuals, and any other materials provided by Aureus, in printed, electronic, or other form, that describe the Cloud Services or its use or specifications (the "Documentation") provided to you ("you" or "your") for use pursuant to and subject to an Aureus Cloud Services Customer Agreement (the "Customer Agreement") between Aureus Tech, Inc. ("Aureus") and your employer or other person or entity who lawfully controls or provides your access to the Cloud Services ("Customer") strictly in accordance with the Customer Agreement.

BY [ CLICKING THE "ACCEPT" BUTTON / CHECKING THE "ACCEPT" BOX / [ OTHER MEANS PROVIDED FOR ACCEPTANCE ] ] YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CUSTOMER TO ACCESS AND USE THE CLOUD SERVICES; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THIS TERMS OF USE, DO NOT [ CLICK THE "ACCEPT" BUTTON / CHECK THE "ACCEPT" BOX / [ OTHER MEANS PROVIDED FOR ACCEPTANCE ] ] AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE CLOUD SERVICES.

1. Limited License. Subject to your strict compliance with this Terms of Use, Aureus hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Cloud Services solely in accordance with the Documentation, as provided by Customer and solely for Customer's internal business purposes. The foregoing limited license will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the Customer Agreement between Aureus and Customer; or

(b) your ceasing to be authorized by Customer or by Aureus to use the Cloud Services for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:

(a) use the Cloud Services or Documentation except as set forth in Section 1;

(b) copy the Cloud Services or Documentation, in whole or in part;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Cloud Services or any part thereof;

(d) combine the Cloud Services or any part thereof with, or incorporate the Cloud Services or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Cloud Services or any part thereof; 

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Cloud Services or Documentation, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Cloud Services or any features or functionality of the Cloud Services, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of yours or of Customer, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the Cloud Services or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:

(i) power generation systems;

(ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;

(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

(iv) military or aerospace applications, weapons systems, or environments.

(i) use the Cloud Services or Documentation in violation of any law, regulation, or rule; or

(j) use the Cloud Services or Documentation for purposes of competitive analysis of the Cloud Services, the development of a competing product or service, or any other purpose that is to Aureus's commercial disadvantage.

3. Compliance Measures.

(a) The Cloud Services may contain technological copy protection or other security features designed to prevent unauthorized use, including features to protect against use of the Cloud Services:

(i) beyond the scope of the limited license granted to pursuant to Section 1; or 

(ii) prohibited under Section 2.

(b) You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

4. Collection and Use of Information.

(a) Aureus may, directly or indirectly through the services of others, collect and store information regarding your use of the Cloud Services and about equipment on which the Cloud Services are installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Cloud Services as described in Section 3.

(b) You agree that Aureus may use such information for any purpose related to any use of the Cloud Services by you, including but not limited to: (i) improving the performance of the Cloud Services or developing updates; and (ii) verifying compliance with the terms of the Customer Agreement and this Terms of Service and enforcing Aureus's rights, including without limitation all intellectual property rights in and to the Cloud Services. 

5. Intellectual Property Rights. You acknowledge that the Cloud Services are provided under limited license, and not sold, to you. You do not acquire any ownership interest in the Cloud Services under this Terms of Use or the Customer Agreement, or any other rights to the Cloud Services other than to use the Cloud Services in accordance with the limited license granted under this Terms of Use, subject to all terms, conditions, and restrictions. Aureus and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Cloud Services and all intellectual property rights arising out of or relating to the Cloud Services, subject to the limited license expressly granted to the Customer in the Customer Agreement. You shall use commercially reasonable efforts to safeguard the Cloud Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
6. Disclaimer of Liability. IN NO EVENT WILL AUREUS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE CLOUD SERVICES. YOU ARE PROVIDED THE CLOUD SERVICES PURSUANT TO THE CUSTOMER AGREEMENT BETWEEN AUREUS AND CUSTOMER, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER'S AND AUREUS’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE CUSTOMER AGREEMENT INCLUDING WITHOUT LIMITATION ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY AUREUS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE CLOUD SERVICES SHALL BE SOLELY TO CUSTOMER PURSUANT TO THE CUSTOMER AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
7. Export Regulation. When transferred or accessed outside the United States, you acknowledge that the Cloud Services may be or may become subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Cloud Services to, or make the Cloud Services or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Cloud Services available outside the U.S. Further, you confirm that the Cloud Services are not intended to be shipped or otherwise transmitted, directly or indirectly to any restricted party inside, or to any place outside, the U.S. In no event will Aureus be liable for delays or failure to deliver the Cloud Services resulting from your or Customer’s obtaining or failure to obtain any license or certification required by such laws and regulations.
8. Governing Law. This Terms of Use is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Connecticut.