Evaluation Agreement
This Evaluation Agreement (the “Agreement”) is entered into as of the date last signed below (the “Effective Date”) by and between InnovatePro Management USA LLC ("Licensor"), and the entity identified below ("Customer").
Evaluation Trial and Scope
Licensor grants to Customer a non-exclusive, non-transferable, temporary, and fully revocable license to access and use the software, features, or services designated by Licensor as "Beta," "Evaluation," or "Trial" (the "Deliverables" or "Services") solely for internal testing and evaluation purposes. This license is provided free of charge, unless otherwise specified in an attached Order Form.
Use Restriction and Compliance
a. Permitted Use: Customer shall use the Deliverables/Services for evaluation purposes only and shall not use them in live production environments, mission-critical systems, or any workflow where inaccuracy or failure could result in significant harm.
b. Prohibited Acts: Customer shall not copy, modify, decompile, disassemble, reverse engineer, or create derivative works of the Deliverables/Services. Customer shall not sublicense, transfer, or allow any third party to access the Deliverables/Services.
c. Compliance: Customer agrees to comply with all applicable laws and regulations. Customer shall not use the Deliverables for any activity prohibited by U.S. export control laws.
Data Handling and AI Outputs
a. Permitted Use: Customer shall use the Deliverables/Services for evaluation purposes only and shall not use them in live production environments, mission-critical systems, or any workflow where inaccuracy or failure could result in significant harm.
b. Prohibited Acts: Customer shall not copy, modify, decompile, disassemble, reverse engineer, or create derivative works of the Deliverables/Services. Customer shall not sublicense, transfer, or allow any third party to access the Deliverables/Services.
c. Compliance: Customer agrees to comply with all applicable laws and regulations. Customer shall not use the Deliverables for any activity prohibited by U.S. export control laws.
Ownership or Feedback
Licensor retains all right, title, and interest in and to the Deliverables/Services, including all intellectual property rights. If Customer provides feedback regarding the Deliverables/Services, Customer grants Licensor a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into its products and services without compensation.
Disclaimer of Warranties
THE DELIVERABLES/SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR ACCURATE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LICENSOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS (USD $1,000).
Confidentiality
Each party (the "Receiving Party") agrees to hold the other party's non-public, proprietary information in strict confidence. Receiving Party shall not disclose such information to third parties and shall use it solely for the purposes of this Agreement. Licensor's Confidential Information includes the Deliverables, their functionality, and performance characteristics.
Term and Termination
a. Trial Period: This Agreement commences on the Effective Date and continues for the period defined in the attached Exhibit/Order Form.
b. Termination: Either party may terminate this Agreement at any time upon written notice.
c. Post-Termination: Upon termination, Customer shall immediately cease all use of the Deliverables/Services and, upon request, return or destroy all copies of the Deliverables and Confidential Information.
General Provisions
a. Governing Law: This Agreement is governed by the laws of the State of New York.
b. Entire Agreement: This document constitutes the entire agreement between the parties regarding the subject matter hereof.
c. Amendments: Amendments must be in writing and signed by authorized representatives of both parties.