Realize, Inc. (Govdash) EULA
DATED: September 18, 2023
This Realize, Inc. Govdash Standard EULA (this “Agreement”) is between Realize, Inc. (“Realize”) and the person or entity agreeing to these terms (“You” or “Customer”). This Agreement states the terms under which Realize will provide the Govdash service to You. By accessing or using Govdash, You are agreeing to the terms of this Agreement (the date of such action, the “Effective Date”). If You are entering into this Agreement on behalf of an entity, then You represent and agree that You have the legal authority to bind that entity to this Agreement. If You do not accept the terms of this Agreement, then you cannot use Govdash.
1. Applicability; Provision of Govdash
1.1 Access and Use.
During the Term and in accordance with this Agreement, Customer may access and use Govdash solely for Customer’s internal business purposes.
1.2 Registration and Account.
To use Govdash, Customer will create an Account. Customer must provide complete and accurate information when creating the Account and keep the information complete and accurate at all times. Customer is responsible for (a) maintaining the security of its Account (for example, any applicable login credentials or security keys), (b) all activities that occur under Customer’s Account, and (c) any other actions taken in connection with Customer’s Account. Realize and Realize’s Affiliates are not responsible for unauthorized access to Customer’s Account. Customer will notify Realize immediately if Customer believes there has been unauthorized access to or use of Customer’s Account.
1.3 Data Storage.
Govdash stores all Customer Data privately in Customer's own Amazon Web Services S3 bucket namespace in the United States. Customer Data is encrypted in transit and at rest. When Customer uploads files, they are sent directly to Amazon Web Services from Customer's browser without touching Realize's servers. Customer Data is never commingled with data from other Realize customers or used to train any other AI systems.
1.4 Support.
Realize will provide support for Govdash as provided in Realize’s applicable support policy and in accordance with the level of support purchased by Customer (the “Support”).
1.5 Service Level Agreement.
If specified for Govdash, Realize will provide Govdash in accordance with the applicable service level agreement.
2. Customer Obligations
2.1 Restrictions.
Customer will not, and will not allow any third party to: (a) use Govdash in violation of laws or regulations, (b) use Govdash to violate the rights of others, (c) use Govdash in high-risk, hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of Govdash could lead to severe physical or environmental damages; (d) resell or sublicense Govdash; (e) disable or circumvent any aspects of Govdash, including security mechanisms used by Govdash, or attempt to do the same; (f) use Govdash to perform any malicious activity, including to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (g) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations; (h) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State; (i) publish or provide any benchmark or comparison test results that pertain to Govdash; or (j) modify, adapt, or create a derivative work of Govdash.
2.2 Applicable Law.
Customer will comply with all laws, rules, and regulations applicable to Customer’s use of and access to Govdash. Realize will comply with all laws, rules, and regulations applicable to Realize’s provision of Govdash.
2.3 Enforcement.
Realize may, but has no obligation to (a) investigate any violation of this Section 2 (Customer Obligations) or misuse of Govdash, and (b) remove or modify any Customer Data, or disable access to any resource, that violates the foregoing.
2.4 Responsibility for Customer Data.
Customer is responsible for the Customer Data, including the accuracy and completeness of such Customer Data, and any loss, liabilities or damages resulting from the Customer Data, regardless of the nature of the Customer Data. Customer is responsible for backing up or otherwise making duplicates of Customer Data. Customer is responsible for communicating with Govdash through encrypted and authenticated connections, as may be required by Realize, and for transmitting all Customer Data using appropriate security methods.
2.5 Protected Health Information.
Customer will not store or process any Protected Health Information using Govdash unless Customer has a Business Associate Agreement with Realize.
2.6 Representations and Warranties.
Customer represents and warrants that (a) it owns or has the necessary rights and licenses to provide the Customer Data to Govdash; and (b) the provision of the Customer Data to, and use of the Customer Data by, Govdash as contemplated in this Agreement will not infringe any third party’s rights, including Intellectual Property Rights.
3. Data Processing
3.1 Use and Performance Data.
Realize may collect and analyze data regarding Customer’s use of Govdash, excluding any personal data (“Performance Data”). Realize may use this information for its own business purposes, including to maintain, operate, and improve Govdash, monitor and analyse activities in connection with Govdash, as well as to create anonymized statistics for Realize’s own marketing purposes.
3.2 Data Processing Addendum.
Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the Data Processing Addendum, each party will comply with the Data Processing Addendum attached to this Agreement as Attachment 1. The Data Processing Addendum is incorporated into this Agreement by reference.
3.3 Security.
Realize will implement reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized loss, destruction, alteration, access, or disclosure.
3.4 Use of Customer Data. Realize will not access or use Customer Data except as necessary to provide Govdash.
4. Payment
Customer’s payment obligations for Govdash will be as mutually agreed between the parties. Customer may not use or access Govdash if Customer does not comply with its payment obligations.
5. Confidential Information
5.1 Obligations.
The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
5.2 Required Disclosure.
Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use of Govdash.
6. Intellectual Property
6.1 Ownership.
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property Rights. As between Customer and Realize, Customer owns all Intellectual Property Rights in the Customer Data, and Realize owns all Intellectual Property Rights in Govdash.
6.2 Feedback.
At its option, Customer may provide feedback and suggestions about Govdash to Realize (“Feedback”). If Customer provides Feedback, then Realize and its Affiliates may use that Feedback without restriction and without obligation to Customer.
6.3 DMCA.
Realize provides information to help copyright holders manage their intellectual property online, but Realize cannot determine whether something is being used legally without input from the copyright holders. Realize will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is violating Customer’s copyrights, Customer can notify Realize at Realize’s notice address described in Section 12.1 (Notices).
7. Warranties and Disclaimers
7.1 Mutual.
Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of Govdash, as applicable.
7.2 Realize Performance Warranty.
Realize warrants that Govdash will perform substantially in accordance with the Documentation. If Realize is providing Support, Realize warrants that it will perform the Support in a diligent and workmanlike manner consistent with industry standards.
7.3 Remedies.
If Govdash or Support fails to conform to the warranties in Section 8.2 (Realize Performance Warranty), Realize will promptly, at its option and expense, correct Govdash and re-perform the Support as necessary to conform to the warranties. If Realize does not correct Govdash or re-perform the Support to conform to the warranties within a reasonable time, not to exceed 30 days, as Customer’s sole remedy and Realize’s exclusive liability (except as provided in Section 10), Customer may terminate this Agreement without further liability and, if Govdash was purchased on a subscription basis, Realize will issue a refund to Customer of any fees prepaid by Customer, prorated for the unused portion of the subscription.
7.4 Disclaimer.
Except as stated in this Section 8 (Warranties and Disclaimers), Govdash and, if applicable, Support are provided on an “AS-IS” basis. To the fullest extent permitted by law, Realize disclaims and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose. Realize does not warrant that Govdash will operate uninterrupted or error free, or that all errors will be corrected.
8. Termination
8.1 Termination, Both Parties.
If a party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of the breach, the other party may terminate this Agreement. If either party has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of such party’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, then the other party may immediately terminate this Agreement.
8.2 Termination or Suspension by Realize.
Realize may also terminate Customer’s Account, terminate this Agreement, or suspend Customer’s Account or access to Govdash, immediately if Customer violates Section 2.1 (Restrictions). Realize will provide advance notice before such suspension or termination, unless Realize believes an immediate suspension or termination is required in which case Realize will provide notice promptly after such suspension or termination.
8.3 Effect of Termination.
Upon expiration or termination of this Agreement, all rights under this Agreement will immediately terminate. Realize will have no obligation to continue to store Customer Data after termination of this Agreement. Customer is solely responsible for exporting Customer Data from Govdash before expiration or termination of this Agreement. The following Sections will survive expiration or termination of this Agreement: Section 6 (Confidential Information), Section 7 (Intellectual Property), Section 8.4 (Disclaimer), Section 9.3 (Effect of Termination), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (General).
9. Indemnification
9.1 By Customer.
Customer will defend and indemnify Realize and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Data; (b) the combination of the Customer Data with other applications, content or processes; or (c) Customer's use of Govdash in violation of Section 2.1 (Restrictions).
9.2 By Realize.
Realize will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an unaffiliated third-party allegation that use of Realize’s technology used to provide Govdash infringes or misappropriates the third party's Intellectual Property Rights.
9.3 Exclusions.
This Section 10 (Indemnification) will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to Realize's technology or Brand Features by anyone other than Realize; (c) combination of Realize's technology with materials not provided by Realize; or (d) use of non-current or unsupported versions of Govdash or Brand Features.
9.4 Infringement Remedies.
In addition to Realize’s indemnity obligations, if Govdash becomes, or in Realize’s opinion is likely to become, the subject of an infringement claim, Realize may at its sole option and expense: (i) procure for Customer the right to make continued use of Govdash; (ii) replace or modify Govdash so that they become non-infringing; or (iii) terminate Govdash.
9.5 Conditions.
Sections 9.1 (By Customer) and 9.2 (By Realize) are conditioned on the following:
(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this Section 10.5(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 10.1 (By Customer) or 10.2 (By Realize) (as applicable) will be reduced in proportion to the prejudice.
(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
9.6 Sole Rights and Obligations.
This Section 9 (Indemnification) sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.
10. Limitation of Liability
10.1 Limitations.
Except as stated in Section 11.2 (Exceptions) and to the extent permitted by applicable law: (a) neither party will be liable to the other party for (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill; and (b) each party’s total aggregate liability for damages arising out of or relating to the Agreement is limited to the fees Customer paid for Govdash during the 12-month period before the event giving rise to liability.
10.2 Exceptions.
Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Customer’s payment obligations; (iv) its obligations under Section 10 (Indemnification); or (iv) any liability that cannot legally be limited.
11. General
11.1 Notices.
All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Realize is provided on request. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
11.2 Assignment.
Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
11.3 Change of Control.
If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
11.4 Force Majeure.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
11.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
11.6 No Waiver; Severability.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
11.7 No Third-Party Beneficiaries.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
11.8 Export Control.
Govdash, Support, and Documentation may be subject to export control laws and regulations. Customer may not access or use Govdash, Support, Documentation, or any underlying information or technology except in full compliance with all applicable export control laws. None of Govdash, Support, Documentation, or any underlying information or technology
11.9 Location.
Realize is based in San Francisco, California, United States.
12. Additional Definitions
In this Agreement:“Account” means the account that Customer has or creates with Realize to access or use Govdash.“Affiliate” means
