Last Updated: July, 2025
This Proof-of-Concept Agreement (“Agreement”) forms a legally binding and enforceable agreement by and between Panaya, a provider of cloud-based SaaS solutions (“Panaya”), and customer, a legal entity or an individual using Panaya’s Services (as such term is defined below) (“Customer”). Panaya and Customer are each a “Party” and together the “Parties”.
The purpose of this Agreement is to permit Customer to evaluate Panaya software-as-a-service cloud-based solution as specified under the Statement of Work (“SOW” and “Service”) in a limited, non-production environment for the limited period specified under the SOW (“POC” and “POC Term”). The Parties anticipate negotiating and executing a definitive subscription order and master service agreement governing any continued or expanded use of the Service after the POC Term. This Agreement does not obligate either Party to enter into such definitive agreement.
1. Scope of Service.
1.1. Panaya will make the Service available to Customer solely for internal testing and evaluation of the functionality, performance, and suitability of the Service. The number of Authorized Users for the POC Term (“Authorized Users”) will be agreed between the parties under the applicable SOW. Customer shall not exceed the number of Authorized users and is responsible for any actions conducted by such users within Customer’s account.
1.2. Panaya will provide reasonable remote technical assistance during ordinary business hours;
1.3. Subject to the terms set forth herein, Panaya hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Service solely for Customer’s internal business operations in accordance with the terms of this Agreement.
1.4. Except as permitted herein, Customer or any Authorized User shall not at any time, directly or indirectly: (a) publish, disclose, copy, rent, lease, sell, modify, loan, distribute, sell, resell, transfer, assign, alter or create derivative works based on the Services or any part thereof; (b) provide access to the Service to a third party, other than to Authorized Users; (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service; (e) interfere with or circumvent the Service, or limits or other restrictions, (f) remove, obscure or modify in any way any proprietary or other notices or attributions in the Service, Documentation; or (g) violate the acceptable use policy use the Service for any illegal, immoral, or unauthorized purpose (including that which would infringe upon the rights of a third party) or that is in breach of applicable law.
2. Customer Data.
2.1. The Customer acknowledges that the Services include AI features. Panaya does not use Customer Data for any other purpose except providing and improving the Services and will not use Customer as training data, validation data or otherwise in any manner not compliant with this Agreement.
2.2. In order to provide the Services and support, Panaya will process the data and information uploaded to the Services by Customer or Authorized User (“Customer Data”) in compliance with this Agreement. Customer shall not upload Sensitive or Personal Information to the Services.
2.3. Customer hereby grants to Panaya, its Affiliates, and contractors the right, and is expressly instructing Panaya, its Affiliates, and contractors, to process Customer Data in order to provide the Services and support. Panaya will only access, use, process or disclose Customer Data (i) to provide the Services in accordance with this Agreement and the Documentation; (ii) to provide support services and prevent or address service or technical problems; (iii) as compelled by law in accordance with the Confidentiality section below; or (iv) as expressly permitted in writing by Customer. Panaya shall enable Customer to export its Customer Data at any time during any Subscription Term (either by providing written request to Panaya or export using self service available in the Account, if applicable).
3. Representations and Warranties.
3.1. Each Party warrants to the other that: (i) It has all necessary authority to enter into this Agreement and by doing so it will not violate any applicable law; (ii) to the best of its knowledge, the evaluation under this Agreement will not infringe any Intellectual Property rights of any third party; and (iii) to warrants that during the POC Term it will strictly comply with any standard security requirements.
3.2. Panaya warrants to Customer that: (i) it owns and has the legal rights to perform, deliver, and license the Services and Documentation; (ii) it has the professional skills and knowledge necessary in order to provide the Services and where applicable, the Service specifications; (iii) the Services will comply with the Documentation, including the Panaya’s Code of Conduct, and are provided in compliance with applicable laws except to the extent any breach of the Agreement by Customer causes Panaya to be in violation of applicable law; and (iv) Panaya will not materially decrease the functionality or overall security of the Service or Platform, and will use reasonable efforts designed to ensure that the Service, are free of any viruses, malware or similar malicious code (“Performance Warranty”).
3.3. EXCEPT AS PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND SOLELY FOR EVALUATION PURPOSES. PANAYA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE, ERROR-FREE OR OPERATE WITHOUT INTERRUPTION. EVALUATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE EXCLUDED FROM PANAYA LIABILITIES AND REMEDIES PROVIDED HEREIN (INCLUDING ANY OBLIGATIONS ON BEHALF OF PANAYA TO INDEMNIFY, DEFEND, OR HOLD HARMLESS UNDER THIS AGREEMENT), UNLESS SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE IF LIABILITY EXCLUSION IS NOT ENFORCABLE UNDER APPLICABLE LAW, PANAYA’S LIABILITY WITH RESPECT TO THE EVALUATION SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
4. Confidentiality
4.1. “Confidential Information” means any non-public information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with the POC that is designated as confidential or that a reasonable person would understand to be confidential, including without limitation business plans, customer data, product roadmaps, pricing, security reports, the Service and any results generated through its use.
4.2. Each Party shall protect the other Party’s Confidential Information with the same degree of care it uses to protect its own similar information, but no less than reasonable care, shall use Confidential Information solely to perform or receive the Service, and shall disclose Confidential Information only to its employees and contractors who have a need to know and who are bound by written obligations at least as protective as those herein.
4.3. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) is rightfully received from a third party without restriction.
4.4. If the Receiving Party is required by law to disclose Confidential Information, it shall give prompt written notice (where legally permissible) and reasonably cooperate with the Disclosing Party’s efforts to seek protective treatment.
4.5. The obligations set forth herein shall survive the termination.
5. Intellectual Property; Feedback
5.1. All right, title and interest in and to the Service and related documentation, including all improvements thereto, are and shall remain the exclusive property of Panaya and its licensors. No rights are granted to Customer except the limited license expressly set forth in this Agreement.
5.2. Customer may, but is not obligated to, provide suggestions, enhancement requests or other feedback regarding the Service (“Feedback”). Customer grants Panaya a royalty-free, worldwide, perpetual, irrevocable license to use and incorporate any Feedback without restriction.
6. Termination.
6.1. Either Party may terminate this Agreement for convenience at any time upon forty-eight (48) hours’ prior written notice. Panaya may suspend or terminate the POC Term immediately if Customer breaches this Agreement.
6.2. Upon expiration or termination: (a) Customer’s rights to access and use the Service immediately cease; (b) each Party shall return or destroy the other Party’s Confidential Information; and (c) Sections 3 (to the extent of any incorporated terms that survive), 4, 5, 6.3, 7, 8, 9 and 10 shall survive.
6.3. The Parties acknowledge that: (a) this Agreement does not constitute a commitment by either Party to enter into any further agreement or to purchase or sell any products or services; (b) any continued or production use of the Service will be subject to the execution of a mutually acceptable definitive agreement; and (c) either Party may, in its sole discretion, discontinue discussions regarding such definitive agreement at any time without liability of any kind.
7. Miscellaneous
7.1. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, for any dispute arising under this Agreement.
7.2. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Panaya may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization or sale of substantially all of its assets.
7.3. Relationship of the Parties. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, agency or fiduciary relationship.
7.4. Export Compliance. Customer shall not export or re-export the Service or any technical data except in compliance with applicable export laws.
7.5. Entire Agreement; Order of Precedence. This Agreement, the SOW, and any documentation referred to or attached herein, constitutes the entire agreement between the Parties concerning the POC Term and Services and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.
7.6. Amendment; Waiver. Panaya reserves the right to modify, correct, or amend the terms of the Agreement at any time in its sole discretion, without any notice, effective immediately. In the event of a material change we will provide the Reseller with prior notice before implementing such changes. No waiver shall be effective unless in writing and signed by the waiving Party.
7.7. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
