Terms - Greenskies Analytics

In partnership with Greenskies Analytics, the following terms and conditions to Barque Labs products apply.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR PURCHASE OF BARQUE LABS’ SOLUTIONS AND GOVERN THE SERVICES TO BE PROVIDED THEREUNDER. FOR A COPY OF TERMS AND CONDITIONS SEE www.barquelabs.com/terms .

These Terms and Conditions constitute a legal agreement that is made effective immediately by and between Barque Labs (“Barque”) a Virginia LLC, and the purchaser of the services (“Institution”). These Terms and Conditions govern use of all purchased services made through www.barquelabs.com/store and through separate, stand-alone Subscription Agreements that specifically reference these terms, (collectively the “Services”).

In consideration of the mutual promises and covenants herein contained, the parties agree as follows:

1. Services: Upon payment of invoices as specified in Section 2 below, Barque will make available to the Institution, its University Grant Management application for the term of the subscription. Barque will initially receive access to certain raw Institution data, upon which Barque will run its proprietary algorithms and code to publish an online analytics solution, accessible to Institution upon authentication. Thereafter, Institution will upload their period datasets to the application for use.

2. Invoicing & Payment: Payment is required in advance of Services. Subscription, invoices are generated by Barque upon execution of the Subscription Agreement and are due in full in 30 days.

3. Taxes: Institution shall pay all sales, use, or other taxes, levied or imposed by reason of the Services performed, except withholding taxes and those taxes based on the net income or gross receipts of Barque.

4. Ownership: All rights, title and interest in the Services, included but not limited to the related code, algorithms and methods, remain the property of Barque. Barque grants Institution a non-exclusive, non-transferable right to use Services’ processed data outputs and visualizations within their own organization. Institution further agrees not to attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service.

5. shinyapps.io Barque’s application(s), along with underlying data is hosted on RStudio’s shinyapps.io site via Amazon Web Services’ infrastructure (us-east-1). A shinyapps.io security overview can be found here, and their terms of use can be found here. When using shinyapps.io, Institution data only resides in-memory and persists only for the duration of the user session. Uploaded data is not stored by the application and needs to be reloaded for each session. Institution agrees that with authentication enabled, shinyapps.io is an appropriate hosting venue for this solution.

6. Authentication: Authenticated accounts are available for use as defined by the subscription level. Institution will not share authentication ID’s to the solution. If additional users are required, Institution will request that Barque create additional accounts, which Barque may accommodate at their sole discretion.

7. Initial Data Sources: In order to create the Services’ import and transformation functionality, an initial data file is to be provided to Barque via a file hosting service (such as Dropbox, Google Drive, OneDrive) or other mutually acceptable medium. Institution will ensure this initial data file is the exact same format and structure as that of source files to be uploaded for Services use. Institution further understands that changes to the structure of source data will not be accepted by the application and additional fees are required to accommodate a new data structure.

9. Renewals: Executed Subscription Agreements will renew as prescribed in the agreement, and late renewals may result in disruption of service. Accounts will be disabled immediately upon subscription expiration.

10. Term & Termination: This Agreement shall commence on the Effective Date and shall continue in full force and effect until twelve months after subscription expiration.

11. Confidentiality: Institution will take efforts to ensure that only the minimal transactional variables necessary for the functioning of the Service is provided to Barque, and that personal items such as account numbers, addresses or other personal related items are removed from provided data. For confidential information disclosed by Institution, Barque shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any confidential information of Institution for any purpose outside the scope of this Agreement.

12. Warranties: The Services provided pursuant to this agreement are produced “As-Is”. Specifically, Barque provides no assurances regarding the detection of any fraudulent transactions. Barque further warrants that any additional services rendered by Barque or one of its sub-contractors in a professional and workmanlike manner, exercising due skill and care as is customary within the technology industry.

13. Limitation of Liability: Notwithstanding any other provision of this Agreement, except for damages that result from a breach of Section 11, neither party shall be liable to the other party for any special, incidental, indirect or consequential damages whatsoever including, without limitation, lost profits or loss of business, arising out of, resulting from or in any way related to the Services or this Agreement, from any cause or causes, even if advised of the possibility of such damages. Barque’s total aggregate liability for any and all damages with respect to any one order shall not exceed the total compensation paid and payable by Institution to Barque for the Services set forth in such order. This limitation will apply regardless of the form of action, whether in contract, warranty, indemnity, contribution, tort, or otherwise.

14. Independent Contractor: Both parties agree and acknowledge that Barque is an independent contractor in relation to Institution, and shall not be considered an employee, agent, distributor or representative of Institution, and shall not be eligible for any employee benefits of Institution. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

15. Governing Law. This Agreement will be governed by, and construed in accordance with the laws of the Commonwealth of Virginia and the federal laws of the United States without any reference to the conflict of laws principles of any jurisdiction. The parties agree to exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia.

16. Updates: Barque may update these Terms & Conditions from time to time. Barque will notify Institution of changes to these Terms of Use by posting an updated version at www.barquelabs.com/terms and will revise the “Last Updated” date above.

17. Entire Agreement: This Agreement is the exclusive statement between the parties with respect to the matters set forth herein, and supersedes all prior agreements, negotiations, representations, and proposals, both written and oral. If any provision of this Agreement is held unenforceable or inoperative by any court of law, either in whole or in part, the remaining provisions shall be given full force and effect to the extent not inconsistent with the original terms of this Agreement.

The parties have caused this Agreement to be executed as of the dates set forth below, and each party agrees that the terms and conditions of this Agreement are binding on it as of the Effective Date of purchase.

Last Updated: December 12^th, 2020

In consideration of the mutual promises and covenants herein contained, the parties agree as follows:

2. Invoicing & Payment: Payment is required in advance of Services. Subscription, invoices are generated by Barque upon execution of the Subscription Agreement and are due in full in 30 days.

10. Term & Termination: This Agreement shall commence on the Effective Date and shall continue in full force and effect until twelve months after subscription expiration.

17. Entire Agreement. This Agreement is the exclusive statement between the parties with respect to the matters set forth herein, and supersedes all prior agreements, negotiations, representations, and proposals, both written and oral. If any provision of this Agreement is held unenforceable or inoperative by any court of law, either in whole or in part, the remaining provisions shall be given full force and effect to the extent not inconsistent with the original terms of this Agreement.

Last Updated: December 12^th, 2020