Overview
POST-GAME ANALYSIS
PILOT TERMS & CONDITIONS
Last Updated: March 12, 2026
The following o9 Solutions, Inc. Terms and Conditions (these “Terms and Conditions”) apply to the organization entering into an Order Form (as defined below) that references these Terms and Conditions (“Customer”) and to the SaaS (as defined below) included in such Order Form. These Terms and Conditions, together with all applicable exhibits, attachments, addenda, and Order Forms, is the complete agreement of o9 Solutions, Inc. (“o9”) and Customer regarding Customer’s order and use of the SaaS under the applicable Order Form. o9 may update these Terms and Conditions from time to time. These Terms and Conditions shall be effective on the earliest of (the “Effective Date”): (a) the date Customer clicks a button indicating its agreement with these Terms and Conditions; (b) the date Customer enters into an Order Form incorporating these Terms and Conditions; or (c) Customer’s use of the SaaS. In the event of a conflict, these Terms and Conditions prevail over an exhibit, attachment, addendum, or Order Form unless such exhibit, attachment, addendum, or Order Form states that a specific provision of this Agreement will be superseded by a specific provision thereof.
- Definitions. Capitalized terms used but not otherwise defined herein have the following meanings:
(a) “Agreement” means the Order Form together with these Terms & Conditions.
(b) “Customer Data” means all information and data that Customer provides to o9 under this Agreement, regardless of format.
(c) “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including, without limitation, any and all patents, copyrights, trademarks, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, and algorithms, and any and all similar or equivalent rights throughout the world.
(d) “Order Form” means the order form, quote or other ordering document mutually executed by both parties to which these Terms and Conditions are attached.
(e) “SaaS” means the o9 SaaS workflow(s)/module(s) expressly identified in the Order Form, to which Customer will be provided online access, including any other services and deliverables described in the Order Form.
- Payment Terms. All amounts payable under this Agreement, as specified in the applicable Order Form, must be paid by Customer within thirty (30) days after Customer’s receipt of an undisputed invoice.
- Subscription Grant. Subject to the terms of this Agreement, o9 grants to Customer during the Term a limited, non-exclusive, non-transferable, non-assignable right to use the SaaS solely for internal testing and evaluation use purposes in a non-production environment only.
- No Other Rights. EXCEPT AS PROVIDED HEREIN, NO OTHER USE RIGHT OR LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN. FURTHER, THIS AGREEMENT DOES NOT CONVEY ANY USE RIGHT OR LICENSE TO ALLOW ANY THIRD PARTIES TO USE THE SAAS AND ANY SUCH USE IS A MATERIAL BREACH OF THIS AGREEMENT BY CUSTOMER.
- Restrictions on Use. In addition to other restrictions imposed on Customer under this Agreement, Customer shall not: (a) use the SaaS for any benchmarking studies against similar or competing products or services; (b) permit any third party to use the SaaS for any purpose; (c) disassemble, decompile, analyze the construction of, or otherwise reverse engineer the SaaS or any of its components, or allow any third party to do so; (d) copy, publish, disclose, display, provide, transfer, or make available the SaaS, except as specifically permitted hereunder; or (e) mortgage, pledge or encumber the SaaS in any manner.
- Evaluation Term and Termination. The term of this Agreement commences on the Effective Date and continues for the term specified in the applicable Order Form (the “Term”). A party may terminate this Agreement upon the breach of any provision hereof by the other party that is not cured within 10 days following written notice of such breach to the breaching party. Upon the expiration or earlier termination of this Agreement, Customer shall immediately cease all use of the SaaS.
- SaaS Ownership. Subject to the use rights granted to Customer hereunder, o9 owns all right, title and interest, including all Intellectual Property Rights, in and to the SaaS. Customer agrees that all fixes, modifications and improvements to the SaaS conceived or made by o9 that are based, in whole or in part, on Customer’s ideas, feedback, suggestions or recommendations are the exclusive property of o9 and all right, title and interest in and to such fixes, modifications and improvements to the SaaS will vest solely in o9.
- Intellectual Property Rights. The SaaS contains copyrighted material, trade secrets and other proprietary information of o9 and its licensors and is protected by copyrights laws, international copyright treaties, and trade secret laws as well as other intellectual property laws. To protect the rights of o9 and its licensors in the SaaS, Customer shall not “unlock,” decompile, reverse engineer, disassemble or otherwise translate to a human-perceivable form any portions of the SaaS and shall not permit any other person or entity to do so. o9 reserves all rights not specifically granted under this Agreement.
- Confidential Information. Customer acknowledges and agrees that the SaaS contains trade secrets and other confidential information of o9 and its licensors. Accordingly, Customer shall: (a) use the SaaS solely within the scope of the limited use right set forth herein; (b) maintain all aspects of the SaaS in strict confidence; (c) use at least the same procedures and degree of care that Customer uses to prevent disclosure of its own confidential information of like importance, but in no event less than reasonable care; and (d) prevent disclosure of any aspect of the SaaS to any third party, except as may be expressly permitted hereunder.
- LIMITED WARRANTY. o9 represents and warrants, during the term of this Agreement, that the SaaS will not infringe any Intellectual Property Rights of a third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SAAS IS PROVIDED “AS IS” AND o9 AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SAAS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification. Subject to the limitations set forth in Section 12 below, o9 shall defend, indemnify and hold harmless Customer and its officers, directors, employees and agents against any third party claims, suits or actions (a “Claim”) that the SaaS infringes any Intellectual Property Right of a third party, provided that Customer: (a) promptly informs and furnishes o9 with a copy of such Claim; (b) gives o9 all relevant evidence in Customer’s possession, custody or control; and (c) gives o9 reasonable assistance in such Claim, at o9’s expense, and the sole control of the defense thereof and all negotiations for its compromise or settlement, provided that o9 shall not compromise or settle any such Claim unless Customer is unconditionally released from all liability.
- LIMITATION OF LIABILITY. EXCEPT FOR ITS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, o9’S CUMULATIVE, AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID IN FEES BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVEN RISE TO THE CLAIM. IN NO EVENT WILL o9 BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOST REVENUE, LOSS OF USE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT, PROGRAM, OR DATA, OR CLAIMS BY ANY THIRD PARTY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.
- Customer Data. All Customer Data is owned by Customer and remains the property of Customer. Notwithstanding anything to the contrary in this Agreement, o9 shall have the right, during and after the term of this Agreement, to use, reproduce, and distribute aggregate and de-identified data derived from use of the SaaS hereunder, for any lawful purpose, including but not limited to, publication of white papers, industry comparisons, product development and improvement, and benchmarking, provided that o9 complies with all applicable laws in using such data.
- Governing Law; Venue. This Agreement is governed by and must be construed and enforced in accordance with the laws of the State of Texas, without regard to its conflicts of law provisions. o9 and Customer irrevocably submit and consent to the exclusive jurisdiction and venue of the state and federal courts in Dallas County, Texas.
- Notice. Any notice or other communication required under this Agreement must be in writing and properly addressed to the party to receive notice at its address set forth on the Order Form and will be deemed given and received: (a) upon receipt if delivered personally; (b) on the next business day following delivery to a nationally-recognized overnight courier service for next day delivery; (c) on the third business day following deposit in the United States mail, registered or certified, return receipt requested; and (d) upon receipt by the other party if sent via electronic mail (in the case of o9, any such email notice must be sent to [email protected]).
- Miscellaneous. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision will be limited or severed from this Agreement to the minimum extent necessary so that this Agreement otherwise continues in full force and effect. The relationship between o9 and Customer has been and will continue to be that of independent contractors and neither party is the legal representative, agent, joint venturer, partner, employee, or employer of the other party under this Agreement for any purpose whatsoever. Neither party has any right, power, or authority under this Agreement to assume or create any obligation of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect. Each party shall comply with all applicable laws, orders and regulations of any governmental authority (inside and outside the U.S.) with jurisdiction over that party’s activities in connection with this Agreement, the SaaS or technology licensed or sold under this Agreement, or the transactions contemplated by this Agreement, including, without limitation, any applicable export laws. Customer shall not transfer or assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) or delegate any duties under this Agreement without the prior written consent of o9, which consent may be withheld in its sole discretion, and any purported attempt to do so in violation of this Section will be null and void. The prevailing party in any action to enforce this Agreement is entitled to recover from the other party, in addition to its damages, its costs and reasonable attorneys’ fees. No waiver or modification of this Agreement is binding on either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay by either party in enforcing any right under this Agreement will be deemed a waiver of such right. This Agreement supersedes and replaces all prior and contemporaneous written or oral agreements and understandings related to the subject matter hereof and constitutes the entire agreement between the parties with respect to the subject matter hereof. The Agreement may be executed by exchange of signature pages by facsimile, pdf or other means of electronic transmission and in any number of counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. The provisions of this Agreement regarding confidentiality, limitation of liability, and all other provisions that by their sense and context are intended to survive the expiration or earlier termination of this Agreement survive and continue in effect.