Impact Pilot Agreement

This Impact Pilot Agreement (“Pilot Agreement”) sets forth the terms of use applicable to the Coveo Impact pilot (“Product” or “Pilot”) made available by Coveo to a participating organization (“Customer”) for evaluation purposes.

BY ACCEPTING THIS PILOT AGREEMENT, OR BY EXECUTING AN ORDER OR CONTRACT THAT REFERENCES THIS PILOT AGREEMENT, OR BY USING OR ACCESSING THE PRODUCT, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS PILOT AGREEMENT.

1. Definitions. The following terms, when used in this Pilot Agreement, have the meanings set forth below. Other terms are defined where they are used.
   1. “Beacon” means the tracking beacon deployed by Coveo on Customer’s website to capture events.
   2. “Coveo” means the Coveo entity corresponding to the Customer’s domicile: Coveo Software Corp. for Customers domiciled in the United States; Coveo (Europe) B.V. for Customers domiciled in Europe; and Coveo Solutions Inc. for Customers domiciled in Canada or any other jurisdiction.
   3. “Data Subject” means the identified or identifiable natural person to whom Personal Data relates.
   4. “Personal Data” means any information relating to a Data Subject.
   5. “Pilot Data” means: (i) data that is submitted to Coveo by or on behalf of Customer (e.g. catalog data), (ii) all events collected by the Beacon on Customer’s website and (iii) data analytics from Customer’s analytics platform (e.g. Google Analytics) submitted to Coveo by or on behalf of Customer.
   6. “Laws” means any applicable local, state, federal and international laws and regulations, including privacy laws and associated regulations.
2. Provision of the Product.
   1. Term. The Pilot Agreement will terminate upon the earlier of (i) the execution of a definitive agreement between Customer and Coveo for Customer’s subscription to Coveo’s generally available products and services, or (ii) the expiration or termination of the Pilot (“Term”). Either party may terminate this Pilot Agreement at any time upon written notice to the other party.
   2. Beacon. Customer acknowledges and agrees that Coveo will deploy the Beacon on Customer’s website to capture events, including search events, listing page views, product clicks, product detail page views, add-to-cart actions, and purchases.
   3. Ownership of the Product and Feedback. Coveo grants Customer a non-exclusive, non-transferable, revocable, limited right to access the Product made available to Customer during the mutually agreed Pilot period. The Product is provided on a limited-access basis only, and no ownership rights are transferred to the Customer. Coveo and its licensors retain all right, title, interest, and intellectual property rights in the Product, including its look and feel, underlying technology, and any modifications or derivative works. While taking part in the Pilot, Customer may provide certain comments, suggestions, data or other information to Coveo (“Feedback”). Coveo may freely use and incorporate any Feedback into its products and services.
   4. Restrictions. Except as otherwise expressly permitted herein, Customer shall not (a) modify or create derivative works of the Product; (b) allow use of the Product for the benefit of any third party; (c) reverse engineer or otherwise seek to obtain the source code, underlying ideas, algorithms, file formats or non-public APIs of the Product, except as permitted by law; (d) publicly disseminate information regarding the performance of the Product; (e) conduct security, integrity, penetration, vulnerability or similar testing on the Product without Coveo’s prior consent; or (f) use any tool designed to automatically emulate the actions of a human user (commonly referred to as robots) in conjunction with the Product.
3. Pilot Data.
   1. Ownership and License. As between the parties, Customer will retain all right, title, interest and control in and to Pilot Data. Customer hereby grants to Coveo a non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free license to use, copy, store, transmit, distribute, display, modify and create derivative works of Pilot Data during the Term, as necessary to conduct the Pilot and to measure, validate, and demonstrate the business value, performance, and impact of Coveo’s products and services for Customer, including through reports, metrics, benchmarks, recommendations, and business value assessments.
   2. Analytics Access. As part of the Pilot, Customer shall use commercially reasonable efforts to provide Coveo with access to data analytics from Customer’s analytics platform (e.g. Google Analytics), as reasonably requested by Coveo. Customer is solely responsible for granting, configuring, and securing all permissions associated with such analytics platform.
   3. Retention and Deletion. If Customer does not enter into a subscription for Coveo’s generally available products and services following the Pilot, all Pilot Data will be automatically deleted upon expiration of the Term. If Customer enters into such a subscription following the Pilot, Pilot Data may be retained and used solely to provide the subscribed products and services to Customer, and will thereafter be retained, used, and deleted in accordance with the applicable agreement between the parties. In any event, Pilot Data can be deleted at any time during the Term upon Customer’s request.
4. Privacy and Compliance.
   1. Data Processing Addendum and Privacy Notice. To the extent Pilot Data contains Personal Data and where Coveo acts as data processor for such Personal Data, such Personal Data will be processed by Coveo in accordance with Coveo’s Data Processing Addendum available at https://www.coveo.com/en/company/legal/terms-and-agreements/data-processing-addendum . To the extent Pilot Data contains Personal Data and where Coveo acts as data controller for such Personal Data, such Personal Data will be processed by Coveo in accordance with Coveo’s Privacy Notice available at https://www.coveo.com/en/company/legal/privacy-and-security/privacy-notice.
   2. Customer’s Responsibility. Customer must ensure that its use of the Product and all Pilot Data comply with all applicable Laws and does not infringe the rights of any third party, including intellectual property, privacy or publicity rights. Customer is solely responsible for: (a) providing all required notices and transparency to Data Subjects, including clear disclosures regarding the use of cookies, local storage and similar tracking technologies (“Tracking Technologies”) and the collection and processing of Personal Data through such technologies; (b) obtaining and maintaining all required consents, including for the placement and reading of Tracking Technologies, and communicating applicable consent preferences to Coveo; (c) ensuring that Personal Data made available to Coveo has been collected and is transferred in compliance with Laws; (d) managing Data Subject requests; and (e) assessing and fulfilling any notification obligations to authorities or Data Subjects in the event of a Personal Data breach. Customer shall not submit to the Product or use the Product to collect any protected health information, payment card information, sensitive data, or export-controlled data (collectively, “Restricted Data”). Coveo hereby disclaims any and all liability which may arise out of Restricted Data submitted to Coveo without Coveo’s prior approval.
5. Security and Confidentiality. Coveo agrees to treat all Pilot Data as confidential and will not use or disclose Pilot Data except as necessary to perform its obligations under this Pilot Agreement or as otherwise expressly permitted herein. Coveo will implement and maintain appropriate administrative, technical, and organizational safeguards designed to protect the confidentiality, availability, and integrity of Pilot Data and to prevent any unauthorized access, use, or disclosure thereof. Access to Pilot Data will be limited to Coveo personnel and contractors who have a legitimate need to access such data for the purposes of the Pilot and who are bound by appropriate confidentiality obligations.
6. Limitation of Liability and Disclaimer. Except for any liability that cannot be limited or excluded by Laws, the parties’ liability will be limited as set forth in this Section. Coveo shall not be liable for amounts exceeding the fees paid or payable by Customer for the Pilot. Further, Coveo shall not under any circumstances be liable for any indirect, special, incidental, or consequential damages of any kind arising out of or related to this Pilot Agreement, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance. The Product is provided on an as-is and as-available basis. To the maximum extent permitted by Laws, Coveo and its suppliers expressly disclaim any and all liabilities, warranties and representations of any kind for the Product, including any support and maintenance, indemnification obligations, warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. Customer acknowledges that certain Product functions, including search, recommendations, and generative answering, rely on machine learning or language models and may produce inaccurate or nonsensical output.