Digital.ai Evaluation Agreement

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS EVALUATION AGREEMENT (“AGREEMENT“) CAREFULLY BEFORE INSTALLING, ACCESSING, OR USING THE SOFTWARE OR SERVICES. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE OR SERVICES, YOU (“CUSTOMER”) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ABIDE BY ALL THE TERMS AND CONDITIONS STATED HEREIN. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN CUSTOMER AND DIGITAL.AI SOFTWARE, INC. (“SUPPLIER”) THAT GOVERNS CUSTOMER’S USE OF THE SOFTWARE, SERVICES, AND ASSOCIATED PROFESSIONAL SERVICES.

1. Definitions

  • “Documentation”: All written and electronic information provided by Supplier regarding the Software, SaaS, Managed Services, and associated professional services.
  • “Software”: The object code versions of software or run-time modules provided by Supplier for evaluation, as described in the Documentation.
  • “SaaS”: Software as a Service instances of Software, provided by Supplier, accessed remotely via the internet.
  • “Managed Services”: Single-tenant instances of Software deployed in a cloud environment managed by Supplier.
  • “Products and Services”: The Software, SaaS, Managed Services, and any associated professional services provided by Supplier.
  • “Trial Period”: The period specified in an applicable evaluation order form or 90 days, if not specified.

2. License and Use

2.1 License Grant: Subject to the terms of this Agreement, Supplier grants Customer a limited, non-exclusive, non-transferable, non-assignable, and revocable license to use the Products and Services, as well as the Documentation during the Trial Period for Customer’s evaluation purposes only.

2.2 Restrictions: Customer shall not:

  • Sublicense, transfer, lease, rent, or assign rights to any third party.
  • Modify, create derivative works, translate, reverse engineer, or disassemble the Products and Services.
  • Copy the any of the Documentation, or Products and Services.
  • Remove any proprietary notices or legends.

2.3 Data Collection: Supplier may collect Customer’s technical data to improve the Products and Services, and ensure Customer’s compliance with this Agreement and our Acceptable Use Policy. Supplier may delete any collected Customer data (except for Customer’s technical data) 30 days after the Trial Period ends.

2.4 Intellectual Property: All right, title, and interest to the Products and Services, including any recommendations, modification, or suggested improvements or enhancements (collectively “Feedback”) provided by Customer, as well all Feedback to any Documentation remains with Supplier. No rights are transferred to Customer.

2.5 No Personal Data: Customer agrees not to process any personal data using the Products and Services during the Trial Period.

2.6 Artificial Intelligence Features: If the Products and Services include features that utilize artificial intelligence (“AI Features”), Customer acknowledges that:

  • Supplier does not guarantee the accuracy, completeness, or reliability of any outputs generated by AI Features.
  • Customer is solely responsible for any decisions made or actions taken based on outputs from AI Features.
  • Customer agrees not to use AI Features in any high-risk or critical environments where errors or inaccuracies could lead to significant harm or damage.

3. Warranty and Indemnification

3.1 Warranty: Supplier warrants it is entitled to license and/or provide access to the Products and Services. OTHERWISE, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SUPPLIER.

3.2 Liability Limitation: Supplier’s liability is limited to $100. Supplier is not liable for indirect, incidental, special, punitive, or consequential damages.

3.3 Indemnification: Customer will indemnify Supplier against any third-party claims arising from Customer’s use of the Products and Services.

4. Confidentiality Customer acknowledges that the Products and Services, as well as the Documentation contain Supplier’s confidential information. Customer will keep this information confidential and use it solely for evaluation purposes.

5. Term and Termination

5.1 Term: This Agreement is effective for the Trial Period. Either party may terminate it at any time by providing the other party with notice.

5.2 Post-Termination: Upon termination, Customer will either enter into a subscription agreement or return the Products and Services, as well as the Documentation to Supplier.

5.3 Survival: Provisions regarding confidentiality (Section 4), warranty disclaimers (Section 3.1), liability limitations (Section 3.2), and indemnification (Section 3.3.) will survive termination.

6. Miscellaneous

6.1 Support: Support may be provided at Supplier’s discretion.

6.2 Open Source Software: The Products and Services may include OSS, governed by its own licenses. Supplier has no obligation to support OSS, or any modifications made by Customer.

6.3 Assignment: Customer may not assign this Agreement without Supplier’s prior written consent.

6.4 Governing Law: This Agreement is governed by Delaware law, excluding conflict of law principles. Disputes will be resolved in Delaware courts.

6.5 Export Compliance: Customer agrees to comply with all applicable export control laws and regulations, including those of the United States, and will not export, re-export, or transfer the Products or Services, or any part thereof, in violation of such laws and regulations.

Digital.ai Evaluation Agreement v2.1 – May 2024