Terms of Service

These Blue-Sky Data Platform LLC (viaNexus) Terms of Service, together with the Additional Terms and Documentation (collectively, the “Agreement”), are between you, individually, or your company or legal entity, as applicable (“Customer”) and Blue-Sky Data Services LLC (“viaNexus”) and govern Customer’s access to and use of the viaNexus Services (as defined below). This Agreement is the parties entire agreement with respect to the subject matter and merges and supersedes all related prior and contemporaneous agreements. By (i) accessing or using the viaNexus Services or (ii) accepting via click-through or otherwise or manually or electronically signing this Agreement, Customer indicates its acceptance of this Agreement. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents, warrants, and covenants to viaNexus that it has the legal authority to bind such company or legal entity to this Agreement. If Customer does not have such authority or does not agree with this Agreement, Customer must not access or use the viaNexus Services. The "Effective Date" of this Agreement is the date of Customer’s acceptance of this Agreement. Capitalized terms have the meanings ascribed to them in this Agreement.

1. Access to and Use of the viaNexus Services

1.1. License. Subject to this Agreement, viaNexus grants Customer during its Subscription Period a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the viaNexus Services solely for use by Customer and Customer End Users in Customer’s Application(s) or any products or services provided by viaNexus in connection with the viaNexus Services.

Customers must have an Account provided by Blue-Sky Data Services LLC to access and use the viaNexus Services. Customer shall be solely responsible for the information it provides to create its Account, as well as the management and security of its Account and password as well as any access to or use of its Account. If a Customer becomes aware of any unauthorized use of its Account or password. Customers will notify viaNexus as promptly as possible. viaNexus has no obligation to provide Customer with multiple Accounts or to issue credits or refunds to Customer for any unauthorized use of Customerʼs Account or password.

Access to specific data sets, including pricing, redistribution rights, attribution requirements, and usage limits, may be subject to additional terms and conditions as presented in the Admin Console. Customer agrees to comply with all such Console-posted terms, which are hereby incorporated by reference into this Agreement.

1.2. Restrictions. Customer will not and will not permit any Customer End User or other third party to: (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the viaNexus Services to a third party (except as otherwise expressly permitted in this Agreement); (b) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise seek to obtain or extract any or all of the source code or APIs of the viaNexus Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to viaNexus); (c) remove or obscure any proprietary or other notices contained in the viaNexus Services, including but not limited to copyrights, trademarks, logos, legends or other notices of ownership; (d) access or use the viaNexus Services in violation of the Acceptable Use Policy; (e) create multiple Applications or Accounts to simulate or act as a single Application or Account, or otherwise access or use the viaNexus Services in a manner intended to avoid incurring Fees or exceeding usage quotas; or (f) install, access, or use any third-party software or technology in any way that would subject viaNexusʼs intellectual property or technology, including any portion of the viaNexus Services, to any other license terms or other restrictions.

1.3. Provision and Use of Nexus Core Data. The viaNexus Services include the capability for Customer and Customer End Users to access and use viaNexus Core Data in Customerʼs Application(s). If Customer authorizes non-Affiliate third-party Customer End Users that are not currently viaNexus customers to access and use viaNexus Core Data, Customer must only permit such non-Affiliate third party Customer End Users to access and use such viaNexus Core Data for display purposes only, subject to any applicable Third Party Requirements.
If displaying or otherwise distributing viaNexus Core Data, Customer must include in its agreements with Customer End Users provisions that provide substantially equivalent protections to viaNexus and its licensors as those included in this Agreement, including Section 7 (Intellectual Property Rights), Section 14 (Disclaimer of Warranties) and Section 16 (Customer Indemnification) of this Agreement. Further, Customer must prominently attribute viaNexus and its licensors, as applicable, as the source of viaNexus Core Data and provide a hyperlink to https://viaNexus.com

1.4. Early Access Products and Features. viaNexus may make available to Customers certain products, features, services, or software that are not yet generally available, which are labeled as “Early Access”, “Alpha”, “Beta”, or as otherwise specified in the viaNexus Launch Stages Guidelines (collectively, “Early Access Products and Features”). Customers may access and use such Early Access Products and Features solely for its internal evaluation purposes and in accordance with the Trusted Tester Agreement, which shall be incorporated to this Agreement by reference. In the event of any conflict between this Agreement and the Trusted Tester Agreement, the Trusted Tester Agreement shall govern solely with respect to the Early Access Features.

1.5. Free Trials. viaNexus may offer free trials of the viaNexus Services in its sole discretion. If access to the viaNexus Services is provided to Customer for free trial purposes, such free trial access to and use of the viaNexus Services is governed by this Agreement. During the free trial period, no technical service or other support will be provided to customers. A free trial may terminate upon the use of all credits, if applicable, provided by viaNexus for purposes of such free trial or after a certain period, as viaNexus may determine in its sole discretion. At any time prior to or during the free trial period, viaNexus may, in its sole discretion, terminate Customerʼs free trial access without prior notice for any reason, without any liability to Customer, to the extent permitted under applicable law. After the free trial period expires or terminates, Customer must cease access to and use of the applicable viaNexus Services and must delete any viaNexus Data from its Application(s). Customers may only continue using the viaNexus Services by enrolling in a paid subscription or as otherwise permitted by viaNexus.

1.6 Certain content sets available through the viaNexus Services, including those categorized as "Nexus Edge" data, are contributed by third-party partners ("Edge Data Providers") and are made available under separate terms as outlined in the Edge Partner Agreement. Customer acknowledges and agrees to comply with any additional restrictions or requirements related to viaNexus Edge data as set forth in the Admin Console or other Documentation.

1.7 Commercial vs. Non-Commercial Use. viaNexus offers different pricing tiers and usage rights depending on
whether the Customer's use is deemed commercial or non-commercial. "Commercial Use" includes any use for the
development of software products, for embedding in or delivering through software products, or for any other
activities that have a commercial, business, or for-profit purpose. "Non-Commercial Use" is limited to individuals
using the viaNexus Services for personal research, investment analysis, or academic purposes. Any use beyond these parameters will be deemed Commercial Use and may require reclassification and updated licensing terms.

1.8 Telemetry and Monitoring. viaNexus reserves the right to collect and analyze usage telemetry to detect potential abuse or breaches of the usage limits or entitlements established by viaNexus or its data partners. Telemetry may include query patterns, API calls, and usage volumes, and will be used in accordance with our Privacy Policy.

1.9 Prohibition on Programmatic Redistribution. Customers are expressly prohibited from redistributing any data made available via the viaNexus Services through APIs or automated feeds. Any use of viaNexus data within client software applications or SaaS products that are made available to third parties requires each end customer or user of such software to obtain a separate, direct license from Blue-Sky Data Platform LLC (viaNexus). Any deployment of the viaNexus Services or viaNexus data for use in connection with AI Agents, Copilots, or other machine learning integrations—whether embedded, virtual, or third-party deployed—requires that each distinct instance or end-customer deployment be separately licensed with viaNexus.

1.10 Prohibition on AI Model Training. Customers are strictly prohibited from using any viaNexus data, including viaNexus Core or viaNexus Edge data, for the purposes of training machine learning models, large language models (LLMs), or other AI systems.

2. Customer Data

2.1 Intellectual Property Rights in Customer Data. Customer and its licensors, as applicable, shall, as between viaNexus and Customer and such licensors, retain all right, title and interest (including any and all intellectual property rights) in and to Customer Data and any modifications made thereto by Customer in the course of using the viaNexus Services. Subject to this Agreement, Customer hereby grants to viaNexus a nonexclusive, worldwide, royalty-free license to process and store Customer Data solely to the extent necessary to provide the viaNexus Services to Customer and Customer End Users, to prevent or address service or technical problems associated therewith, or as may be required by applicable law, rule, or regulation. Customer represents, warrants, and covenants that (i) Customer and its licensors, as applicable, own and control, and will continue to own and control, all right, title, and interest (including any and all intellectual property rights) in Customer Data, as applicable; (ii) Customer and its licensors, as applicable, have and will continue to have the right to grant the foregoing license(s) relating to the processing and storing of Customer Data to viaNexus under this Agreement; and (iii) the processing and storing of Customer Data by viaNexus will not violate any laws, rules, regulations, or the rights of any third party.
Customer represents, warrants, and covenants that its use of the viaNexus Services and Customer Data will follow applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and any other legal or regulatory requirements, including but not limited to those related to privacy and data protection. Customers shall be solely responsible and liable for the accuracy, reliability, completeness, timeliness, appropriateness, and legality of all Customer Data.

2.2 Provision and Use of Customer Data. The viaNexus Services include the capability for Customer, in its sole discretion, to share Customer Data in its Application(s) with Customer End Users and other customers of viaNexus, and to access or use data from other viaNexus customers, as further described in the Documentation. When providing Customer Data, Customer acknowledges and agrees that it is solely responsible for any risks associated with providing the Customer Data through the viaNexus Services and that viaNexus has no control over, and has no liability for, any acts or omissions of any viaNexus customer with respect to its access to or use of such Customer Data. Further, Customer acknowledges and agrees that viaNexus has no control over, and has no liability for, any data of any other viaNexus customer that Customer or its Customer End Users access or use through the viaNexus Services. Customer acknowledges and agrees that it accesses or uses data of other viaNexus customers and provides data to viaNexus customers at its own risk and is solely responsible for obtaining the approvals, licenses, or consents required for such access or use of such data from other viaNexus customers.

2.3 HIPAA Data. Customer agrees not to upload to the viaNexus Services any HIPAA Data unless Customer has entered into a separate agreement with viaNexus that governs Customerʼs uploading of HIPAA Data to the viaNexus Services, which shall be incorporated by reference into this Agreement. Unless such a separate agreement is in place, viaNexus will have no liability under this Agreement for HIPAA Data, notwithstanding anything to the contrary in this Agreement, or in HIPAA, or any similar federal or state laws, rules, or regulations. If Customer is permitted to upload HIPAA Data to the viaNexus Services, then Customer may submit HIPAA Data to the viaNexus Services only by uploading it as Customer Data.

3. Third-Party Components, Products, Data, and Services

3.1 Customer acknowledges and agrees that viaNexus relies on certain third-party (including open source) components, products, data, and services to provide the viaNexus Services, which may be subject to separate licenses or additional terms and conditions, including but not limited to disclaimer and attribution requirements, (collectively, “Third-Party Requirements”) or limits on user counts. If there are any conflicts between this Agreement and the Third-Party Requirements governing such third-party components, products, and services, those Third-Party Requirements shall govern in connection with such third-party components, products, data, and services. Customer acknowledges receipt of the notices about any Third-Party Requirements for any third-party components, products, and services in our Documentation, as may be amended from time to time, or otherwise included in the Additional Terms. Customer represents, warrants, and covenants that its access to and use of the viaNexus Services will follow all applicable Third-Party Requirements.

3.2 viaNexus does not make any representations or warranties regarding the accuracy, completeness, reliability, legality, or usefulness of any viaNexus Edge data provided by third-party Edge Data Providers. All such data is provided "as is" and is subject to the disclaimers in Section 14.

3.3 viaNexus acts solely as a data distributor for third-party data and does not originate or independently verify the content of such data. All liability or representations regarding third-party data lie with the respective data provider, and Customers are expected to rely on such terms as presented in the Console and associated documentation.

4. Data Privacy and Security

4.1 Data Privacy. The parties shall follow the Privacy Policy.

4.2 Security. viaNexus shall adhere to commercially reasonable security standards for implementing and maintaining physical, administrative, and technical safeguards designed to protect the confidentiality, integrity, availability, and security of the viaNexus Services and Customer Data. Customers acknowledge and agree that no list of security practices can be all inclusive or foolproof.

5. Pricing and Payment

5.1 Pricing and Payment. All Fees and payment terms associated with the viaNexus Services are set forth in the Pricing Policy. Customers are responsible for paying timely all applicable Fees associated with their access to and use of the viaNexus Services. All invoices issued by viaNexus to Customer are immediately due and payable upon issuance; viaNexus has no obligation to provide Customer with multiple invoices.

If Customer elects to pay by credit card, debit card, or wire transfer, viaNexus will charge Customer for all Fees immediately upon issuance of an invoice. Payments made via wire transfer must include the bank information provided by viaNexus.

viaNexus may, in its sole discretion, issue requests for payment or receipts for payment in a form other than invoices that serve substantially the same purpose. Further, viaNexus may, in its sole discretion, enter into a special agreement to allow for Customers to pay invoices on a different schedule or by a different method. If required under applicable law, rule, or regulation, customers may be asked to provide authentication for online payments. Failure to provide such authentication may result in late payments.

5.2 Monthly and Annual Subscriptions. viaNexus issues electronic invoices on the 1st of each calendar month, or as otherwise determined by viaNexus from time to time, for all monthly subscription Fees. If Customer signs up for or upgrades to a monthly subscription, Customer will be invoiced immediately for a prorated amount of the applicable Fees for the remainder of the calendar month. Thereafter, Customer will be invoiced for the full Subscription Period on the 1st of all subsequent months, commencing on the following calendar month, until Customer cancels its subscription or switches to an annual subscription.

If Customer signs up for or upgrades to an annual subscription, Customer will be invoiced immediately for the full amount of the applicable Fees for such annual subscription. Thereafter, Customer will be invoiced for future Subscription Periods on the anniversary of Customerʼs initial sign-up date for the annual subscription, or as otherwise determined by viaNexus from time to time, until Customer cancels its annual subscription or switches to a monthly subscription.

5.3 Automatic Renewal. All subscriptions to the viaNexus Services automatically renew at the end of the applicable Subscription Period, at which time Customer will be automatically invoiced for the upcoming Subscription Period in accordance with this Agreement, including but not limited to the Pricing Policy.

5.4 Subscription Upgrades, Downgrades, and Cancellations. Customers may upgrade, downgrade, or cancel subscriptions to the viaNexus Services through the Admin Console.

a. Upgrades. Customers may upgrade its subscription to the viaNexus Services at any time. Upon upgrading, viaNexus will issue an invoice to Customer for the full or pro-rated amount of the applicable Fees for the Subscription Period, in viaNexusʼs sole discretion, depending on the circumstances of the upgrade.

b. Downgrades / Cancellations. Customers may downgrade or cancel their subscription to the viaNexus Services at any time; however, such changes will not take effect until the end of the then-current Subscription Period.

5.5 Taxes. Customer is responsible for any Taxes, and Customer will pay viaNexus for the viaNexus Services without any reduction for Taxes. If viaNexus is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides viaNexus with a timely and valid tax exemption certificate authorized by the appropriate taxing authority, as determined by viaNexus in its sole discretion. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to viaNexus, Customer must provide viaNexus with an official tax receipt or other appropriate documentation to support such withholding. If the viaNexus Services are subject to local VAT, and Customer is required to make a withholding of local VAT from amounts payable to viaNexus, the value of the viaNexus Services calculated in accordance with the above procedure will be increased (grossed up) by Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that viaNexus receives payment for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to the applicable tax authority).

5.6 ustomers will provide viaNexus with tax identification information and such other reasonable documentation or information that viaNexus may require to ensure its compliance with applicable tax laws, rules, regulations and authorities in any applicable jurisdictions. Customer will be liable to pay (or reimburse viaNexus for) any taxes, interest, penalties, or fines arising out of any misdeclaration by Customer.

5.7. Invoice Disputes & Refunds. Any invoice disputes must be submitted in writing to billing@blueskydataplatform.com within 30 days after an invoice is issued. If the parties determine that certain billing inaccuracies are attributable to viaNexus, viaNexus will not issue a corrected invoice, but will instead issue a credit notice specifying the incorrect amount in the affected invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless such claims are made within 30 days after being invoiced. Any refunds are at the sole discretion of viaNexus and will only be in the form of credit for the viaNexus Services. Nothing in this Agreement obligates viaNexus to extend credit or to refund any Fees to Customer or any other party. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and Fees are non-refundable. Further, credits used for the viaNexus Services are not refundable or otherwise transferrable.

5.8. Late Payments. viaNexus reserves the right to charge Customer interest on any amounts due that have not been paid by the applicable due date at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until such amounts due are paid in full to viaNexus. Customers will be responsible for all reasonable expenses (including attorneysʼ fees) incurred by viaNexus in collecting any late payments. If Customer is late on payment for the viaNexus Services, viaNexus may suspend Customerʼs access to the viaNexus Services or terminate this Agreement, unless Customer is disputing in good faith the portion of the unpaid applicable Fees and is cooperating diligently with viaNexus to resolve the dispute.

6. Suspension

6.1 Acceptable Use Policy Violations. If viaNexus becomes aware that Customerʼs or any Customer End Userʼs access or use of the viaNexus Services violates the Acceptable Use Policy, viaNexus will give Customer written notice of the violation and request that Customer immediately correct the violation and confirm in writing to viaNexus that such violation has been corrected to viaNexusʼs satisfaction. viaNexus may also suspend, disable, terminate, or otherwise limit all or part of Customerʼs access to the viaNexus Services until such violation is corrected.

6.2 Other Suspension. Notwithstanding the foregoing paragraph regarding violations of the Acceptable Use Policy, viaNexus may suspend, disable, terminate, or otherwise limit all or part of Customerʼs access to the viaNexus Services without notice if viaNexus reasonably determines, in its sole discretion, that:

  1. Customerʼs or any Customer End Userʼs access or use of the viaNexus Services could adversely impact the viaNexus Services or other viaNexus customersʼ access to or use of the viaNexus Services, including but not limited to causing denial of service attacks, mail flooding, or other attacks or disruptions;
  2. There is unauthorized third-party access to the viaNexus Services in connection with Customerʼs or any Customer End Userʼs access to or use of the viaNexus Services;
  3. viaNexus is required to do so to comply with applicable law, rule, regulation, or a request by governmental entities; or
    Customer is in breach of this Agreement,provided that, viaNexus may decide, in its sole discretion, to not suspend, disable, terminate, or otherwise limit all of part of Customerʼs access to the viaNexus Services if Customer acts in good faith to cooperate diligently with viaNexus to resolve any of the foregoing issues.

7. Intellectual Property Rights

7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any right, title, or interest, implied or otherwise, to the other partyʼs content or any of the other partyʼs intellectual property (including all patents, copyrights, trademarks, trade secrets and other intellectual property). As between the parties, Customer and its licensors, as applicable, own all right, title, an interest in Customer Data and the Application(s), and viaNexus, its Affiliates, and its licensors, as applicable, own all right, title, and interest in the viaNexus Services and any and all related underlying technology and documentation, as well as any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated therein. Customer acknowledges and agrees that viaNexus Data and its component parts were developed, compiled, prepared, revised, selected, and arranged by viaNexus, its Affiliates, or its licensors, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality and that they constitute valuable intellectual property and trade secrets of viaNexus, its Affiliates, or its licensors.

7.2 Use of Marks. viaNexus may use and display Customerʼs name, logo, trademarks, and service marks on viaNexusʼ website and in viaNexusʼs marketing materials in connection with identifying Customer as a customer of viaNexus. Upon Customerʼs written request, viaNexus will remove any such marks from viaNexusʼs website and, to the extent commercially feasible, viaNexusʼs marketing materials. If viaNexus requests, Customer agrees to participate in a case study, press release and/or cooperate with viaNexus in speaking to the media, and to speak at a future viaNexus event.

viaNexus, the viaNexus Services, and any viaNexus product or service, names, logos, trademarks, or service marks that may appear in the viaNexus Services or elsewhere are proprietary to viaNexus and its Affiliates, and may not be copied, imitated or used, in whole or in part, without viaNexusʼs prior written permission, which may be withheld in viaNexusʼs sole discretion.

8. Use of Customer Data, Customer Feedback, and Customer Usage Data; Benchmarking

8.1 Customer Data. viaNexus will not access or use Customer Data, except as necessary to provide the viaNexus Services and any associated technical support services to Customer, and to comply with legal, regulatory, audit, data security, and contractual obligations.

8.2 Customer Feedback. If Customer or a Customer End User provides viaNexus with Feedback about the viaNexus Services, then such Customer or Customer End User automatically grants to viaNexus (without charge, payment of royalties or other consideration) a non-exclusive, royalty-free, fully paid, perpetual, irrevocable, worldwide license in the Feedback, and viaNexus and its Affiliates are free to make, use, disclose, modify, distribute, reproduce, license, commercialize and otherwise freely exploit without restriction of any kind the Feedback as part of any of viaNexus and its Affiliatesʼ products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential.

8.3 Customer Usage Data. Notwithstanding anything to the contrary in this Agreement, Customer agrees that viaNexus may collect and use Customer Usage Data to manage, measure, develop, improve, support, and operate its products and services. viaNexus will not share any Customer Usage Data that includes Customerʼs Confidential Information with a third party except (a) in accordance with Section 11 (Confidentiality) of this Agreement, or (b) to the extent the Customer Usage Data is aggregated and anonymized such that Customer and its Customer End Users cannot be identified. viaNexus may share aggregated and anonymized usage data with Edge Data Providers to support reporting, billing, and data quality analysis. Such data will not contain any personally identifiable information ("PII") of Customers or Customer End Users and shall be governed by applicable data privacy and confidentiality terms.

8.4 Benchmarking. Customer may not publicly disclose, directly or through a third party, the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a "Test") of the viaNexus Services, unless the disclosure includes all information necessary for viaNexus or a third party to replicate the Test and includes the right to use the information necessary to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the viaNexus Services and publicly discloses the results, directly or through a third party, then viaNexus (or an viaNexus-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). The results of any Test of the viaNexus Services that are not publicly disclosed shall be treated as Confidential Information.

9. Technical Support Services

viaNexus may at its sole discretion provide certain technical support services in connection with Customerʼs access to and use of the viaNexus Services in accordance with the viaNexus Technical Support Services Guidelines or separate SLA. viaNexus has no obligation under this Agreement to provide technical support services to Customer regarding the viaNexus Services, and Customer shall be solely responsible for the technical support and maintenance of its Application(s) and any associated systems that access or use the viaNexus Services.

10. Deprecation Policy

viaNexus will make commercially reasonable efforts to notify Customer if it will discontinue or make backwards incompatible changes to any material part of the viaNexus Services or material features associated therewith, and will use commercially reasonable efforts to continue to operate and support those viaNexus Services or features to be deprecated, as identified in the Documentation, without such changes for at least six months, or for such other period as viaNexus may determine in its sole discretion, unless viaNexus reasonably determines that: (i) it is prohibited from doing so by law, rule, regulation, or contractual obligation, or (ii) doing so could create a security risk or a material economic or technical burden.

11. Confidentiality

11.1 Confidential Information. “Confidential Information” is non-public information that is designated

“confidential” or that a reasonable person should understand is confidential, including, but not limited to,
Customer Data, the terms of this Agreement, and Customerʼs Account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation under this Agreement by the receiving party or its Representatives; (2) the receiving party received lawfully from another source that does not have a confidentiality obligation to the disclosing party; (3) is independently developed without violation of this Agreement; or (4) is Feedback, a comment or suggestion volunteered about the other partyʼs business, products, or services.

11.2 Protection of Confidential Information. Each party will take commercially reasonable measures to protect the otherʼs Confidential Information and will use the other partyʼs Confidential Information only for purposes of the partiesʼ business relationship herein. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives (applying such nondisclosure obligations of the receiving party to such Representative except with regards to the right to share with other third parties) and, in the event of discovery of any unauthorized use or disclosure or in violation of this Section 11, must promptly notify the other party. Neither party shall remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the other party.

11.3 Disclosure Required by Law. A party and its Representatives may disclose the otherʼs Confidential.

Information if required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order or otherwise oppose the
disclosure. Notwithstanding the foregoing, notice shall not be required if the receiving party or its Representatives are requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the receiving party or its Representatives.

11.4 Duration of Confidentiality Obligations. These obligations apply: (1) for Customer Data, until it is deleted by viaNexus or falls into one of the exceptions listed in the first paragraph of this Section 11; and (2) for all other Confidential Information for a period of three years after a party receives the Confidential Information.

12. Term and Termination

12.1 Term. This Agreement is effective as of the Effective Date and shall continue until terminated by a party as set forth herein.

12.2 Termination for Cause. Either party may terminate this Agreement (including any subscription to the viaNexus Services) for cause upon written notice if: (i) the other party is in material breach of this Agreement and fails to cure such material breach within 30 days after receipt of written notice; (ii) the other party ceases operation without a successor; or (iii) the other party seeks protection under any bankruptcy, receivership, trust deed, creditorsʼ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days. In addition, viaNexus may suspend, disable, terminate, or otherwise limit all or part of Customerʼs access to the viaNexus Services without terminating this Agreement if Customer meets any of the foregoing conditions. For any termination for cause by Customer in accordance with this Section 12, Customer shall not be entitled to any refund or credit of any prepaid Fees applicable to any unused portion of Customerʼs subscription to the viaNexus Services.

12.3 Termination for Convenience. Customers may terminate this Agreement (including any subscription to the viaNexus Services) for its convenience at any time via the Admin Console or upon written notice to viaNexus. viaNexus may terminate this Agreement (including any subscription to the viaNexus Services) for its convenience upon written notice to Customer at any time without liability to Customer. For any termination for convenience by Customer in accordance with this Section 12, Customer shall not be entitled to any refund or credit of any prepaid Fees applicable to any unused portion of Customerʼs subscription to the viaNexus Services.

12.4 Effect of Termination. If this Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to viaNexus will become due and payable immediately; (iii) Customer must cease its access to and use of the viaNexus Services and any software provided by viaNexus in connection therewith; (iv) Customer must delete any viaNexus Data from its Application(s) and associated systems; (v) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party; and (vi) viaNexus will have no obligation to store or provide further access to Customer Data. viaNexusʼs exercise of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

12.5 Retrieval Right. Upon written request to viaNexus, and provided Customer has paid all outstanding Fees, Customer will have 30 days from the date of termination of this Agreement to access the viaNexus Services solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement (and any applicable subscription to the viaNexus Services) shall continue in full force and effect for the duration of the Retrieval Right. viaNexus shall have no further obligation to make Customer Data available after termination of this Agreement and shall thereafter delete Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data or the viaNexus Services.

13. Representations and Warranties

Each party represents, warrants, and covenants that: (a) it has full rights and authority to enter into this Agreement; (b) its performance under this Agreement will not violate in any material respect any agreement or obligation between it and any third party; and (c) it will comply with all laws, rules, and regulations applicable to its performance under this Agreement in all material respects. viaNexus warrants that the viaNexus Services will substantially conform to the Documentation.

14. Disclaimer of Warranties

THE VIANEXUS SERVICES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIANEXUS, ITS AFFILIATES, PARENTS, SUBSIDIARIES, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “VIANEXUS PARTIES”), MAKE NO WARRANTY THAT THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH WILL (1) MEET CUSTOMERʼS REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE VIANEXUS PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE, AS TO THE VIANEXUS SERVICES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH. THE VIANEXUS PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN OR INCLUDED AS PART OF THE VIANEXUS SERVICES. THE VIANEXUS PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT MATERIAL AND CONTENT CONTAINED IN OR INCLUDED AS PART OF THE VIANEXUS SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

WHILE THE VIANEXUS PARTIES ATTEMPT TO MAKE CUSTOMERʼS ACCESS TO AND USE OF THE VIANEXUS SERVICES SAFE, THE VIANEXUS PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE VIANEXUS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO CUSTOMER FOR, ANY USE OF THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) CUSTOMER ERROR SUCH AS FORGOTTEN PASSWORDS; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED OR HACKED SOFTWARE OR HARDWARE; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE VIANEXUS SERVICES.

CUSTOMER AGREES THAT THE PROVISION OF THE VIANEXUS SERVICES DOES NOT CONSTITUTE INVESTMENT ADVICE AND DOES NOT CONSTITUTE OPINIONS OR BELIEFS OF THE VIANEXUS PARTIES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

VIANEXUS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE QUALITY, FITNESS FOR PURPOSE, ACCURACY, OR COMPLETENESS OF ANY THIRD-PARTY OR VIANEXUS EDGE DATA MADE AVAILABLE VIA THE VIANEXUS SERVICES. ALL SUCH DATA IS PROVIDED SOLELY BY THE CONTRIBUTING DATA PARTNER AND SUBJECT TO ANY SPECIFIC DISCLAIMERS OR USAGE RESTRICTIONS COMMUNICATED IN THE CONSOLE OR DOCUMENTATION.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VIANEXUS PARTIES BE LIABLE TO CUSTOMER, ANY CUSTOMER END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VIANEXUS SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE VIANEXUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE VIANEXUS SERVICES ARE AT CUSTOMERʼS OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMERʼS APPLICATION(S) OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VIANEXUS OR ANY OF THE VIANEXUS PARTIES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VIANEXUS SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR (B) THE AMOUNT CUSTOMER PAID TO VIANEXUS IN THE PAST TWELVE MONTHS FOR THE VIANEXUS SERVICES DIRECTLY RELATING TO THE ITEM(S) THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NO LIMITATION OR EXCLUSION SET FORTH IN THIS AGREEMENT WILL APPLY TO ANY LIABILITY ARISING OUT OF: (1) NEXUSʼS INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, (2) NEXUSʼS BREACH OF SECTION 11 (CONFIDENTIALITY), OR (3) NEXUSʼS VIOLATION OF CUSTOMERʼS INTELLECTUAL PROPERTY RIGHTS. NOTHING IN THIS AGREEMENT EXCLUDES OR RESTRICTS NEXUSʼS LIABILITY IN RESPECT OF A BREACH BY VIANEXUS OF ANY DUTY OR LIABILITY IT MAY HAVE TO CUSTOMER UNDER APPLICABLE LAWS OR REGULATIONS THAT CANNOT LAWFULLY BE EXCLUDED. IT IS CUSTOMERʼS RESPONSIBILITY TO ENSURE THAT IT MAINTAINS ADEQUATE INSURANCE TO COVER ANY DAMAGES, LOSSES, COSTS OR EXPENSES IT MIGHT SUFFER IN THE EVENT OF ANY FAILURE OR UNAVAILABILITY OF THE VIANEXUS SERVICES, INCLUDING ACCESS TO CUSTOMER DATA.

16. Indemnification

16.1 Indemnification by Customer. Customer agrees to defend, indemnify, and hold the viaNexus Parties harmless against any and all actual and alleged damages, awards, judgments, losses, liabilities, obligations, fines, penalties, interest, fees, expenses, (including reasonable attorneysʼ fees and amounts paid in settlements), and costs, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, in law or equity, whether in tort, contract or otherwise, resulting from, in connection with, or arising out of any claims, actions, causes of actions, demands, threats, allegations, suits, investigations, hearings, or proceedings (each, a “Claim”) made or brought against any of the viaNexus Parties at any time by any third party or government authority arising out of, in connection with, or related to:

  1. any Claim that Customerʼs or Customer End Userʼs access to or use of the viaNexus Services misappropriates or infringes in any manner any intellectual property right, including any patent, trademark, service mark, trade secret, copyright, moral rights, right of publicity or privacy or other intellectual property right or misappropriation of any name or likeness or false representation or has otherwise harmed any third partyʼs intellectual property rights;

  2. any actual or threatened breach by Customer or Customer End Users of any applicable laws, rules, regulations, including without limitation data protection laws, or any breach or violation of this Agreement;

  3. Customerʼs or Customer End Userʼs access, use, or modification of the viaNexus Services; and/or

  4. any negligent act or omission, misstatement, fraud, unlawful act or any misconduct of Customer or its agents or Customer End Users in connection with access to or use of the viaNexus Services (each a “Customer Indemnified Claim”). In connection with any Customer Identified Claim, Customer may not settle any claim (or in any way require the indemnified party to admit liability, pay money, or take or refrain from taking any action) without the express prior written consent of viaNexus (which consent to be granted in viaNexusʼs sole discretion). The indemnitee shall have the right to participate in the defense of any proceeding with counsel of its own choice at its own expense.

16.2 Indemnification by viaNexus. Subject to the limitations set forth in this Agreement, including Section 15,
viaNexus shall defend, indemnify, and hold Customer harmless against any costs, losses, or damages (including reasonable legal fees) incurred in connection with claims made or brought against Customer by a third party alleging that the access to or use of the viaNexus Services as contemplated hereunder infringes or misappropriate the intellectual property rights of a third party (each an “Infringement Claim”); provided, that Customer (1) promptly gives written notice of the Infringement Claim to viaNexus; (2) gives viaNexus sole control of the defense and settlement of the Infringement Claim; provided that viaNexus may not settle any Infringement Claim without Customerʼs prior consent unless it unconditionally releases Customer of all liability and the monetary damages in connection with such settlement are paid by viaNexus; and (3) provides to viaNexus all reasonable assistance and information. This Section 16 states viaNexusʼs sole liability with respect to, and Customerʼs exclusive remedy against viaNexus for, any claim against Customer.

The foregoing indemnity in does not extend to (1) any Infringement Claim based upon or arising from Customer Data or infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the viaNexus Services with other products, software, or services not provided or approved by viaNexus, if such infringement would have been avoided but for such combination; (2) any Infringement Claim in respect to any version of the viaNexus Services other than the most current version; (3) any use, distribution, sublicensing, or exercise of any other right outside the scope of this Agreement; (4) any access, use, modification, combination, or development of the viaNexus Services that is not performed or authorized in writing by viaNexus, including in the use of any API; and (5) Customerʼs or Customer End Userʼs breach of this Agreement.

16.3 Other Remedies. If (1) viaNexus becomes aware of an actual or potential Infringement Claim, or (2) Customer provides viaNexus with written notice of an actual or potential Infringement Claim, viaNexus may (or in the case of an injunction against Customer, shall), at viaNexusʼs sole option and determination: (i) procure for Customer the right to continue to use the viaNexus Services or (ii) replace or modify the applicable viaNexus Services so that Customerʼs use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by viaNexus in its sole discretion, terminate the rights granted hereunder to the Customer to access and use the viaNexus Services and refund to Customer that portion of any prepaid Fees that is applicable to the period following the termination of the viaNexus Services pursuant to this Section 16, less any outstanding Fees owed on such affected portion of the viaNexus Services.

17. Export Control and Economic Sanctions

Customer acknowledges that the viaNexus Services may be subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including the U.S. Export Administration Regulations and regulations promulgated by the U.S. Department of the Treasuryʼs Office of Foreign Assets Control. Customer also specifically agrees not to, directly or indirectly, allow access to or use of the viaNexus Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government.

18. Modifications and Amendments

18.1 To the Services. viaNexus may make updates or other changes to the viaNexus Services from time to time in its sole discretion without notice to the Customer. Notwithstanding the foregoing, if viaNexus makes a material change to the viaNexus Services, viaNexus will make commercially reasonable efforts to notify Customer in writing, including without limitation by posting to the viaNexus website at https://viaNexus.com or its successor site(s), or via the Admin Console as soon as reasonably practicable.

18.2 To this Agreement. viaNexus may make changes to this Agreement from time to time in its sole discretion upon written notice, including without limitation by posting on the viaNexus website at https://viaNexus.com/terms/ or its successor site(s), or by notifying Customer via the Admin Console. Changes made to this Agreement will be effective immediately unless otherwise noted by viaNexus. viaNexus will provide at least 15 daysʼ written notice of any pricing changes to the viaNexus Services where possible, including without limitation by notifying Customer via the Admin Console or by updating the Pricing Policy. If Customer does not agree to any changes made to the Agreement, Customer must stop using the viaNexus Services. Access or use of the viaNexus Services will constitute acceptance of the revised Agreement.

19. Governing Law and Disputes; Jury Trial and Class Action Waiver

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

By using the viaNexus Services, Customer agrees that any and all disputes, claims or controversies that Customer may have against viaNexus or its Representatives arising out of or relating to or connected in any way to (i) Customerʼs or any Customer End Userʼs access to or use of the viaNexus Services, or (iii) this Agreement (including the interpretation and scope of this clause and the arbitrability of the dispute), shall be resolved exclusively by mandatory, binding arbitration initiated through and administered by the American Arbitration Association ("AAA"). Customer further agrees that arbitration will be conducted by a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, and that any arbitration proceeding, if necessary, will be held in New York, New York or at such other location as may be mutually agreed upon by viaNexus and Customer. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act, and shall honor claims of privilege recognized at law. Arbitration rules and forms may be obtained from AAA at https://www.adr.org. In order to initiate arbitration with the AAA, Customer may be responsible for paying a filing fee to the AAA, however, in the event Customer is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, viaNexus will reimburse as much of Customerʼs filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. There will be no right or authority for any claims to be arbitrated on a class action or representative basis. Customer understands and agrees that, by accepting this Agreement, Customer and viaNexus are each waiving the right to a trial by jury or to participate in a class action with respect to the claims covered by this mandatory arbitration provision. Customer is thus giving up its right to go to court to assert or defend its rights. A neutral arbitrator will determine Customerʼs rights, and not a judge or jury.

All claims Customer brings against viaNexus or its Representatives must be resolved in accordance with this arbitration provision, except that viaNexus may seek equitable relief in a court of competent jurisdiction of the State of New York in accordance with the laws of the State of New York for infringement or other misuse of intellectual property rights as well as for any other breach of this Agreement. All claims filed or brought by Customer contrary to this provision will be considered improperly filed and void. Should Customer file a claim contrary to this arbitration provision, viaNexus will notify Customer in writing of the improperly filed claim, and Customer must promptly withdraw the claim. If Customer fails to promptly withdraw the claim after receiving written notice from viaNexus, viaNexus may recover its reasonable attorneysʼ fees and costs incurred to enforce this arbitration provision.

If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein.

20. Miscellaneous

20.1 Entire Agreement. This Agreement comprises the entire agreement between Customer and viaNexus relating to Customerʼs access to and use of the viaNexus Services, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation prior versions of this Agreement).

20.2 Severability. If any provision of this Agreement is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.

20.3 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver and a single or partial exercise of any right shall not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any waiver must be in writing and signed by the waiving party and shall be effective only in the specific instance and for the purpose given.

20.4 No Third-party Beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided herein. Notwithstanding the foregoing, the viaNexus Parties are intended third-party beneficiaries of this Agreement.

20.5 Assignment. viaNexus (and each of its permitted assignees, transferees, or delegees) may freely assign, transfer, or delegate all rights and obligations under this Agreement fully or partially without notice to Customer. Customer may not assign, transfer, or delegate any rights or obligations under this Agreement, including in connection with a change of control or by operation of law, without the prior written consent of viaNexus, except to an Affiliate where: (a) the assignee, transferee, or delegee, as applicable, has agreed in writing to be bound by this Agreement; (b) the assigning, transferring, or delegating party, as applicable, remains liable for obligations under this Agreement if the assignee, transferee, or delegee, as applicable, defaults on them; and (c) the assigning, transferring, or delegating party, as applicable, has notified the other party of the assignment, transfer, or delegation, as applicable. Assignment, transfer, or delegation by Customer will not relieve Customer of its obligations under this Agreement. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be void. This Agreement will bind and insure to the benefit of each party’s successors or permitted assigns.

20.6 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure results from any cause beyond such partyʼs reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

20.7 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties.

20.8 Notices. Notices will be treated as delivered on the date received if personally delivered or immediately upon receipt if delivered by email or other electronic transmission. Notices to viaNexus must be in writing and sent via email to support@blueskydataplatform.com, with a copy (which shall not constitute notice) sent via email to legal@blueskydataplatform.com for all legal notices. Notices to Customer will be sent to the individual at the address Customer identifies on its Account as its contact for notices. viaNexus may send notices and other information to Customers by email or other electronic form, including its website or via the Admin Console.

20.9 Survival. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement will survive termination or expiration, including all indemnity obligations, confidentiality obligations, and related procedures.

21. Definitions

“Account” means Customerʼs viaNexus account for accessing the viaNexus Services.

“Acceptable Use Policy” means viaNexusʼs acceptable use policy for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

“Additional Terms” means any policies or additional terms relating to the viaNexus Services, including but not limited to, the Acceptable Use Policy, Pricing Policy, Technical Support Services Guidelines, Referral Program Terms, viaNexus viaNexus Launch Stages Guidelines, OpenID and OAuth Additional Terms of Service, Privacy Policy, and any other documentation incorporated herein by reference, in each case as may be amended from time to time.

“Admin Console” means the online console(s) and/or tool(s) provided by viaNexus to Customer for administering the viaNexus Services and managing Customerʼs subscription to the viaNexus Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

“viaNexus Services” means the products and services along with any associated APIs provided by viaNexus, including without limitation viaNexus Core Data, as may be updated from time to time, listed at https://viaNexus.com/catalog or its successor site(s).

“Application(s)” means any web or other application Customer creates using the viaNexus Services, including any source code written by Customer to be used with the viaNexus Services.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customerʼs Confidential Information.

“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer to the viaNexus Services.

“Customer End Users” means the individuals or entities Customer permits to use the Application(s).

“Customer Usage Data” means usage, operations, and technical data related to Customerʼs access to and use of the viaNexus Services, including but not limited to query logs and metadata.

“Documentation” means the viaNexus documentation relating to the access to and use of the viaNexus
Services, as may be amended from time to time, available at https://viaNexus.com/docs (viaNexus API Docs), or their successor sites.

“Early Access Products and Features” means certain products, features, services, or software that are not yet generally available, which are labeled as “Early Access”, “Alpha”, “Beta”, or as otherwise specified in the viaNexus Launch Stages Guidelines.

“Feedback” means ideas, suggestions, enhancement or feature requests, comments, recommendations, corrections, or other feedback about the viaNexus Services provided to viaNexus by Customer and Customer End Users.

“Fees” means the applicable fees for subscribing to the viaNexus Services and any applicable Taxes.

“HIPAA Data” means any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as amended and supplemented, (“HIPAA”) or any similar federal or state laws, rules or regulations.

“viaNexus viaNexus Launch Stages Guidelines” means the guidelines for the access to and use of Early Access Products and Features, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

“viaNexus Core Data” means certain financial data relating to stocks, forex, cryptocurrencies, and other financial instruments, as may be updated from time to time, which is provided as part of the viaNexus Services. viaNexus Data includes all endpoints listed in the Documentation.

“viaNexus Technical Support Services Guidelines” means viaNexusʼs technical support services guidelines for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

“Pricing Policy” means the viaNexus pricing policy for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/catalog or its successor site(s).

“Privacy Policy” means the viaNexus privacy policy, as may be amended from time to time, available at https://viaNexus.com/privacy/ or its successor site(s).

“Representatives” means a partyʼs employees, officers, directors, Affiliates, contractors, advisors, subcontractors and consultants.

“SLA” means the viaNexus service level agreement, as may be amended from time to time.

“Subscription Period” means the term of a Customerʼs subscription to the viaNexus Services, which is either: (a) the calendar month(s), commencing from the 1st of such month, for Customers enrolled in monthly billing, regardless of whether or not a Customer subscribes on the 1st of the month, or (b) the year(s) commencing from the date on which the Customer subscribes, for Customers enrolled in annual billing.

“Taxes” means any duties, customs fees, or taxes (other than viaNexusʼs income tax) associated with the purchase of a subscription to the viaNexus Services, including any related penalties or interest.

viaNexus Acceptable Use Policy

This viaNexus Acceptable Use Policy supplements the viaNexus Terms of Service (the “Agreement”). Access and use of viaNexus Services is subject to this Acceptable Use Policy. All capitalized terms used herein that are not defined in this Acceptable Use Policy shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this Acceptable Use Policy, this Acceptable Use Policy shall govern.

This Acceptable Use Policy may be updated by viaNexus from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of this Acceptable Use Policy to https://viaNexus.com/terms or its successor site(s).

Customer agrees not to, and not to allow third parties to, access or use the viaNexus Services, in each case in viaNexusʼs sole discretion:

  • to distribute viaNexus Data as a data feed, an API, or an export file to Customer End Users for programmatic access or usage outside of the Application(s).
  • to store, transmit, or make available (a) content that is infringing, libelous, unlawful, tortious, or in violation of third-party rights, (b) content or technology that harms, interferes with, or limits the normal operation of the viaNexus Services or (c) viruses, malware, or other malicious code;
  • for illegal, threatening, or offensive uses, or for similarly objectionable purposes, such as propagating hate or violence or causing harm to others or to viaNexusʼs reputation;
  • for developing, supporting or using software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the viaNexus Services or otherwise copy or extract information and other data from the viaNexus Services in a manner not expressly authorized under the Agreement;
  • to transact in, or facilitate activities related to, misappropriating another individualʼs identity, including, but not limited to, improperly obtaining credit card information and/or account credentials;
  • to attempt to gain unauthorized access to the viaNexus Services or any related systems, including those of viaNexusʼs Representatives and other customers;
  • to permit direct or indirect access to or use of the viaNexus Services in a way that violates the Agreement, including without limitation to infringe the intellectual property rights of others in any way;
  • to copy the viaNexus Services or any part, feature, function or user interface thereof except as expressly permitted under the Agreement; or
  • to build similar or competitive products or services to the viaNexus Services.

viaNexus OpenID and OAuth Additional Terms of Service

These viaNexus OpenID and OAuth Additional Terms of Service supplement the viaNexus Terms of Service (the “Agreement”). Customerʼs use of the OpenID and OAuth services is subject to these viaNexus OpenID and OAuth Additional Terms of Service. All capitalized terms used herein that are not defined in these viaNexus OpenID and OAuth Additional Terms of Service shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these viaNexus OpenID and OAuth Additional Terms of Service, these viaNexus OpenID and OAuth Additional Terms of Service shall govern.

These viaNexus OpenID and OAuth Additional Terms of Service may be updated by viaNexus from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these viaNexus OpenID and OAuth Additional Terms of Service to https://viaNexus.com/terms or its successor site(s).

  • Customerʼs use of OpenID for automatic login to third party sites, products, services, platforms, or applications or OAuth to permit third parties to access information from Customerʼs viaNexus Account is at Customerʼs sole risk. While viaNexus takes measures to protect the privacy and integrity of Customerʼs user data and has implemented security controls governing external companies, viaNexus cannot guarantee the integrity of any third party to whom Customer has granted access to its Account or permission to handle its user data using OpenID or OAuth. viaNexus also cannot guarantee that Customerʼs data will be protected at all times or that any such third party will not mishandle or misuse Customerʼs data once such third party has been granted access to the viaNexus systems and network on Customerʼs behalf. To better understand how any third party treats Customerʼs personal information, please refer to their respective privacy policy.
  • To the maximum extent permitted by applicable law, viaNexus assumes no responsibility and shall not be liable for any damages whatsoever in connection with Customerʼs use of OpenID and/or OAuth on any third party sites, products, services, platforms, or applications. viaNexus makes no representations or warranties or covenants and disclaims all representations and warranties and covenants as to any possible acts or omissions of such third parties that accept or support OpenID or OAuth.
  • Please note that any termination or cancellation of Customerʼs viaNexus Account will also disable Customerʼs OpenID and Customerʼs ability to access any third party relying site with Customerʼs viaNexus Account as well as any further third party access to Customerʼs information using OAuth.
  • By using Customerʼs viaNexus Account as an OpenID or by permitting third party access to Customerʼs information using OAuth, Customer hereby forever releases and holds harmless viaNexus and its
  • Representatives from and against any damages, harm, claims, expenses or other liability in connection with Customerʼs use of OpenID or OAuth with third party sites, products, services, platforms, or applications, even if advised of the possibility of such liability.
  • To the maximum extent permitted by applicable law, Customer hereby releases and waives all claims (known and unknown) against viaNexus and its Representatives from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to Customerʼs use of the OpenID and OAuth Services. Customer understands that any fact relating to any matter covered by this release may be found to be other than now believed to be true and Customer accepts and assumes the risk of such possible differences in fact. In addition, Customer expressly waive and relinquish any and all rights and benefits which Customer may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law. In giving the releases set forth in this Agreement, which include claims which may be unknown to you at present, Customer acknowledges that it has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
  • viaNexus has no affiliation with the third party sites, products, services, platforms, or applications that accept or support OpenID or OAuth. Customerʼs use of such third party sites, products, services, platforms or applications is at its sole risk, and is subject to such third partyʼs terms of service, privacy policy, and other terms and restrictions that may apply.

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