PRODUCTIV (FREE VERSION) TERMS OF SERVICE

IMPORTANT: BY CHECKING THE ACCEPTANCE BOX, DOWNLOADING, INSTALLING, ACCESSING OR USING THE PRODUCTIV SERVICES (FREE VERSION), YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE (THE “AGREEMENT”).  IF YOU ACCEPT THESE TERMS ON BEHALF OF ANY EMPLOYER OR BUSINESS ENTITY, SUCH ENTITY IS DEEMED THE “CUSTOMER” HEREUNDER AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT.

This Agreement is entered into by and between Productiv, Inc. (“Productiv”) and Customer and is effective as of the date of Customer’s first use of the Services (the “Effective Date”).

1. License. Subject to the terms set forth herein, Productiv grants Customer a limited, non-sublicensable, nontransferable, nonexclusive, revocable right to permit those individuals authorized by Customer or on Customer’s behalf, and who are Customer employees or contractors (“Users”) to access and use the free version of the Productiv’s cloud-based SaaS intelligence platform (the “Services”) in the form provided by Productiv, solely for Customer’s internal business operations during the term of this Agreement. Customer shall be liable for all acts and omissions of its
2. Customer Data. “Customer Data” means data related to Customer’s organization, SaaS application usage and spend, and other information submitted, uploaded or transmitted to the Services by or on behalf of Customer, including Customer’s SaaS vendor agreements.  Customer warrants that it has the necessary rights, title, licenses, consents, permissions, waivers and releases to use, make available and distribute Customer Data through its use of the Services. Customer grants Productiv and its subcontractors a worldwide, non-exclusive, royalty-free right and license to access, use, copy, distribute, host, display and use Customer Data for the sole purpose of providing the Services to Customer during the term of this Agreement.
3. Customer Obligations. The Services are available free of charge from Productiv. Customer will be responsible for: (a) all activities conducted under its account and its Users’ use of the Services; (b) securing all access credentials; (c) access and use of the Services in compliance with this Agreement and all applicable laws; (d) the adequate security, protection and backup of Customer Data when in Customer’s or its representatives or agents’ possession or control; (e) the accuracy, quality and legality of Customer Data, and possessing sufficient rights to permit the use contemplated under this Agreement; and (f) not (i) accessing the Services for the purpose of building a competitive product or service or using the Services as a service bureau, (ii) copying or creating derivative works based on the Services, or any portion thereof, and (iii) reverse engineering, modifying, adapting, or disrupting the proper operation of the Services, or otherwise attempting to gain unauthorized access to the Services or its related systems or networks.
4. Gen AI Based Features. Certain portions of the Services provided by Productiv may be facilitated or powered through the use of Generative AI derived from large language models (“Gen AI Based Features”).  Productiv will not use Customer Data to train any Gen AI Based Features. Customer acknowledges that responses or results produced by Gen AI Based Features are provided on an “as-is” basis, without warranties of any kind, whether express or implied, including any implied warranties of accuracy, reliability, fitness for a particular purpose or non-infringement.  Customer should verify the validity of results generated from the use of Gen AI Based Features.  Productiv shall not be responsible for loss or damage resulting from the use of results generated by Gen AI Based Features. A reduction or elimination of any Gen AI Based Feature which Productiv provides on a no-cost basis, shall not be deemed a material reduction in the functionality of the Services.
5. Non-Productiv Applications. “Non-Productiv Application” means any web-based, offline, mobile, or other software applications provided by Customer, or a Customer third party service provider, that may interoperate with or be managed by the Services as chosen by Customer.  Customer agrees to comply with agreements for any Non-Productiv Application and grants Productiv permission to connect the Services with the Non-Productiv Application to receive and process Customer Data on Customer’s behalf in accordance with this Agreement.
6. Protection of Customer Data. While providing the Services to Customer, Productiv may process Customer Data that includes information relating to an identified or identifiable natural person, e.g. email addresses (“Personal Data”).  Productiv will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data as described in the Security Practices which are available at https://productiv.com/legal/security-practices/. The parties agree that the Data Processing Addendum set forth at https://productiv.com/legal/dpa/ forms a part of and supplements this Agreement.
7. Ownership. Productiv owns and reserves all rights, title and interest in and to the Services, the Aggregate Usage Data and all user manuals and other product documentation made available to Customer (“Documentation”), including all related intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth herein. Subject to the limited rights expressly granted hereunder, Customer owns all rights, title and interest in and to its Customer Data.  All suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other party relating to the Services shall be owned by Productiv.  Productiv may aggregate and de-identify Customer Data (but not Personal Data) to generate and retain data about Productiv customers and information relating to the provision, use and performance of the Services (“Aggregate Usage Data”). Productiv may use and disclose Aggregate Usage Data to develop, improve and deliver the Services and other offerings or otherwise operate its business, provided that any such disclosure shall not identify Customer, any Customer personnel, or any Confidential Information of Customer to any third party.
8. Term; Termination. This Agreement shall remain in effect until terminated by either Customer or Productiv as set forth in this Section 8. This Agreement and/or Customer’s access to the Services may be terminated by Productiv at any time upon written notice to Customer. This Agreement may be terminated by Customer at any time by ceasing to use the Services and providing Productiv with written notice of termination. Upon termination, Customer shall immediately cease all use of the Services and Productiv shall immediately cease all use of the Customer Data. Within 60 days following any termination, Productiv will delete all Customer Data.
9. Disclaimer of Warranties. Productiv will endeavor to provide the Services in material conformity with the Documentation and in compliance with applicable laws. HOWEVER, THE SERVICES, DOCUMENTATION, SUPPORT (IF ANY) AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PRODUCTIV EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT PRODUCTIV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
10. Limitation of Liability. EXCEPT IN CASE OF A BREACH OF SECTIONS 1 OR 3 OR A PARTY’S MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, REVENUES OR PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) FOR DIRECT DAMAGES THAT EXCEED FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT GIVIENG RISE TO THE LIABILITY. NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE
11. Confidentiality. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose proprietary or confidential information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Productiv Confidential Information includes the Services and Documentation. Customer Confidential Information includes the Customer Data. Confidential Information shall not include any information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.  The Receiving Party shall use 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 not use any Confidential Information of the Disclosing Party except as expressly permitted by or for any purpose outside the scope of this Agreement.  Either party may disclose Confidential Information as required by law, in which case the party disclosing the other’s information to any third party will (if permitted by law) (a) provide the other with (i) prior written notification thereof and (ii) the opportunity to contest such disclosure; and (b) use reasonable efforts to minimize such disclosure. Each party will exercise due care in protecting Confidential Information from unauthorized use and disclosure and will promptly notify the other in writing if it becomes aware of any violations of confidentiality obligations set forth herein.
12. Miscellaneous. Each party agrees to abide by all laws, ordinances and regulations to the extent applicable to its performance under this Agreement. The parties are independent contractors. Neither this Agreement nor the rights granted hereunder are assignable or transferable by Customer, whether by operation of law or otherwise, without the prior written consent of Productiv and any attempt to do so shall be void. Any notice, report, approval or consent required or permitted hereunder shall be in writing and made by means of an email notice.  No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. This Agreement will be governed by the laws of the State of Delaware, USA, exclusive of its rules governing any conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware and the parties hereby consent to the personal jurisdiction of these courts. This Agreement is the complete and exclusive statement of the mutual understanding of the parties relating to the Services and supersedes and cancels all previous and contemporaneous written and oral agreements and communications relating to the Services. This Agreement may be amended only by written agreement signed by both parties. Except for actions for breach of either party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than two years after the cause of action has