Welcome to Petapilot RAC Anonymizer Tool, a product owned and operated by Petapilot S.A., a wholly-owned subsidiary of Sovos Compliance, LLC (“Petapilot”). This End User License Agreement (the “Agreement”) establishes the general terms and conditions that govern your, or, if you represent an entity or other organization, that entity or organization (in either case, “You”, “Your”, or “Customer”) access to and use of the Petapilot RAC Anonymizer Tool, including any content and functionality (“RACA Tool”) and services offered on or through the RACA Tool (the “Service”).
Please read the Agreement carefully before commencing use of the TASR Tool. By clicking to accept or agree to the Agreement when this option is made available to you, or accessing or using the RACA Tool, you accept that you have read and agree to be bound and abide by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and your affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and you may not use the RACA TOOL.
Petapilot reserves the right, in its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. The current Agreement will be made available to you through the RACA Tool, or upon request, and it is your responsibility to review the Agreement periodically for changes. Your continued use of the RACA Tool and the Service following the posting of changes will mean that you accept and agree to the terms. If you object to posted changes, please contact Petapilot in writing before continuing use of the RACA Tool and the Service.
In consideration of the mutual promises set forth below, the parties hereby agree as follows:
Affiliate means an entity controlling, controlled by or under common control with a party to the Agreement where control means the ownership or control, directly or indirectly, of more than 50% of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority. Form means tax or informational forms that are transmitted electronically or on paper to the appropriate regulatory agency, including any and all changes that are additions (new filings) and any and all changes that are corrections to a prior filing.
License Metrics means the limitation on the usage of the RACA Tool and Service as designated and/or defined in the applicable Order Document by a term such as the number of Forms or Users. Order Document means the document(s) executed by the parties which incorporates by reference this Agreement and identifies the order-specific information, such as License Metrics and fees. Personal Data means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
Tax Reporting Information means any transactional data collected and/or submitted by You, gathered in the course of Your daily business operations, which is customarily understood to be consumed for tax reporting purposes to the appropriate taxing authority (i.e. Value Added Tax, Income Tax, etc.), which may include Personal Data. Users mean your employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Petapilot at your request). Your Information means all company, associate, employee, contractor, and payroll information submitted by or with respect to you.
Customer acknowledges that the RACA Tool, Services, and the databases, software, hardware and other technology used by or on behalf of Petapilot to provide the RACA Tool and Services (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Petapilot. Customer will not, and will not permit any third party to: (1) access or use the RACA Tool or Services, in whole or in part, except as expressly provided in this Agreement; (2) violate any policy of Petapilot posted or provided through or in connection with the RACA Tool and Services; (3) use the RACA Tool or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the RACA Tool or Services; (4) use automated scripts to collect information from or otherwise interact with the RACA Tool or Services; (5) alter, modify, reproduce, reverse engineer, create derivative works of the RACA Tool, Services, or Technology; (6) distribute, sell, resell, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the RACA Tool and Services, including, without limitation, by providing outsourced, hosted, or other services to third parties using the RACA Tool and Services or otherwise making the RACA Tool and Services, or access thereto, available to any third party; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the RACA Tool, Services, or Technology; or (8) interfere in any manner with the operation or hosting of the RACA Tool, Services, or Technology, or attempt to gain unauthorized access to the RACA Tool, Services, or Technology. Customer will not allow any access to or use of the RACA Tool and Services by anyone other than Customer’s authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.
Subject to the remainder of this Section, Petapilot shall defend you in any suit or cause of action alleging that the RACA Tool as used in accordance with this Agreement infringes any copyright or patent of any third party and indemnify you for any damages awarded in any final, non-appealable resolution, whether by judgment or settlement (including attorneys’ reasonable fees and court costs to the extent that Petapilot fails to promptly assume such defense) of such suit or cause of action. The foregoing obligations of Petapilot are subject to the following requirements: you shall promptly notify Petapilot of any and all such suits and causes of action; and Petapilot controls any negotiations or defense of such suits and causes of action, and you assist as reasonably required by Petapilot. If the RACA Tool is held or believed to infringe on the copyright, or patent of a third party, Petapilot may, in its sole discretion, (a) modify the RACA Tool to be non-infringing, (b) obtain for you a license to continue using the RACA Tool, or (c) if neither (a) nor (b) are practical in Petapilot’s sole judgment, terminate the affected license and return to you the unused portion of any license fees paid for the RACA Tool. The foregoing obligations of Petapilot do not apply to the extent that the allegedly infringing RACA Tool or portions or components thereof or modifications thereto result from (i) any change in the RACA Tool made by you or any third party for you, except applying approved patches and/or updates, or (ii) your use of the RACA Tool except as permitted under this Agreement or in combination with any hardware, software or other materials not expressly authorized by Petapilot where absent such combination the RACA Tool would be non-infringing (“Exclusions”). This Section states Petapilot’s entire liability and your exclusive remedies for infringement of intellectual property rights of any kind.
This Section 9 shall supersede all previous Nondisclosure/Confidentiality Agreements that may exist between the parties with respect to the subject matter of this Agreement. “Confidential Information” means any non-public financial, business and other information, in whatever form or medium, that is furnished, including technical data, software, source code, object code, specifications, pricing know-how or business information specific to You or Petapilot which is marked as confidential or contain a similar legend or which, given the nature of the information and circumstances of disclosure, would reasonably be confidential. Confidential Information does not include information which (a) was in the public domain at the time it was disclosed or becomes in the public domain through no fault of the receiver; (b) can be shown by written documentation to have been known to the receiver, without restriction, at the time of disclosure; (c) was independently developed by the receiver without any use of the discloser’s Confidential Information; or (d) becomes known to the receiver, without restriction, from a source other than the discloser without breach of any confidentiality agreement and otherwise not in violation of the discloser’s rights. Notwithstanding anything to the contrary herein, the RACA Tool shall not be deemed to have been placed in the public domain by Petapilot for purposes of this Section. The parties agree that the pricing terms of any Order Document are Confidential Information of Petapilot. Each party will treat the Confidential Information of the other party in a confidential manner with the same degree of care as such party treats its own proprietary information of like importance, which will be no less than a reasonable degree of care. This Section will not prohibit disclosure of Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, the receiver will furnish prompt notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure. The obligations of this Section will survive termination for any reason for a period of three years. The parties agree that each party shall be entitled to seek equitable relief to protect its interests under this Section, including preliminary and permanent injunctive relief, as well as money damages. Nothing stated herein shall be construed to limit any other remedies available to the parties for breach of this Section.
All communications required to be sent or given under this Agreement will be in writing and will be duly given and effective immediately if delivered in person or five business days after mailed by certified mail return receipt requested or upon confirmation of signature recording delivery, if sent via a nationally recognized overnight courier service with signature notification requested, to either party at the address shown on the first page of this Agreement or to any other address a party may identify in writing from time to time. A copy of all communications to Petapilot of a legal nature must be sent to Sovos Compliance, LLC Attention: Legal Department at 200 Ballardvale Street, Building 1, 4th Floor, Wilmington, MA 01887.
If Petapilot is unable to perform any of its obligations under this Agreement because of any event beyond its reasonable control and foreseeability, including, without limitation, any natural disaster, labor disputes, actions or decrees of governmental entities, riots, war, or terrorism, (a “Force Majeure Event”), the obligations of Petapilot under this Agreement prevented by such Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that Petapilot exercises reasonable efforts to resume performance of such obligations as soon as possible despite such Force Majeure Event. The RACA Tool and Services are intended to assist Customer in managing aspects of its business and as such are dependent upon Customer’s performance of its obligations under this Agreement and as stated through the RACA Tool. Customer is solely responsible for any failure or delay in the performance of the Services or other obligation of Petapilot under this Agreement due to Customer’s failure or delay in performance, including any applicable late Fees under this Agreement, any applicable penalties, fines, interest or other assessments imposed on Customer, Petapilot or any third party, or any other liabilities or damages.
This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement is governed by the laws of Portugal without giving effect to any applicable conflict of law provisions. Any dispute shall be litigated in the courts located in Portugal to whose exclusive jurisdiction the parties hereby consent. Petapilot may assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. You may not assign the Agreement, nor any of the rights or obligations under the Agreement, without the prior written consent of Petapilot. Any party hereto will be excused from performance under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. Petapilot may designate any agent or subcontractor to perform such tasks and functions to complete any Service covered under this Agreement. However, nothing in the preceding sentence shall relieve Petapilot from responsibility for performance of its duties under the terms of this Agreement. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. No purchase order or other ordering or business processing document that purports to modify or supplement the text of this Agreement shall add to or vary the terms of this Agreement; any such ordering document shall be considered a purely administrative document on your behalf and shall not modify this Agreement. All such proposed variations or additions (whether submitted by either party) are objected to and deemed material unless agreed to in writing. Your employees, contractors, and clients are not intended to be third party beneficiaries of this Agreement. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of you and Petapilot shall be construed and enforced accordingly. The failure by a party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. The parties agree that this Agreement may be signed electronically via check box, an “I accept” button, or other means clearly indicating acceptance of terms.