Evaluation Terms of Use

Spot AI offers a cloud-based video security platform (“Services”) with associated hardware ("Equipment") and software ("Software"). This Agreement, along with the Trial (POC) Agreement, specify the terms and conditions under which Evaluator is authorized to access and use the Services, Equipement and Software sufficient to allow Evaluator’s operation of the services pursuant to this Agreement ( collectively, “Trial Services”).

1. Access and Use Rights

Evaluator is granted a personal, non-transferable, non-sublicensable, limited and nonexclusive right to access and use the Trial Services solely for Evaluator’s internal evaluation purposes.  Evaluator's right to use the Trial Services shall terminate at the expiration of the Trial Period.

2. Restrictions on Use

Without Spot AI’s consent, Evaluator may not modify the Trial Services, nor may Evaluator copy the Trial Services, or reverse engineer, decompile, disassemble, or derive source code from the Trial Services.  The term of any access and use rights granted hereunder shall expire at the end of the Trial Period.

3. Confidentiality

Evaluator acknowledges that the Trial Services and any other non-public verbal or written information that may be supplied by Spot AI to Evaluator during the Trial Period, or obtained through Evaluator’s evaluation of the Trial Services, are confidential information (“Confidential Information”) of Spot AI. Spot AI acknowledges that the Evaluator Data (as defined in Section 6) supplied by Evaluator to Spot AI during the Trial Period, or obtained through Evaluator’s evaluation of the Trial Services, are confidential and proprietary property information of Evaluator.  Each receiving Party will: (a) not disclose any Confidential Information or Evaluator Data, or the existence or terms of this Agreement, to any third party without the prior written consent of the disclosing Party, (b) limit internal access to any Confidential Information or Evaluator Data only to the receiving Party’s employees who have a need to access the Trial Services or any Confidential Information or Evaluator Data, and (c) not use any Confidential Information or Evaluator Data for any purpose other than for evaluating the performance of the Trial Services in Evaluator’s business environment.

4. Ownership Rights in the Trial Services

Evaluator acknowledges that the Trial Services and underlying software, and any and all copyrights, trademarks, trade names, trade secret or patent rights therein are the exclusive property of Spot AI or its third party(s), as the case may be, and as between Evaluator and Spot AI, Spot AI shall retain sole and exclusive ownership of and all right, title and interest in and to the Trial Services and documentation provided under this Agreement.

5. Evaluator Data

Evaluator acknowledges that Spot AI exercises no control over the content of the information uploaded by Evaluator or its users through the Trial Services (“Evaluator Data”). Evaluator represents that it has obtained any and all necessary authorizations or consents that may be required under applicable law prior to placing information on the Trial Services. Evaluator agrees to indemnify, defend and hold harmless Spot AI and its directors, officers, employees and contractors from and against any third party claims relating to the Evaluator Data, and Evaluator shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Spot AI, except for claims that arise out of Spot AI’s negligence.

6. No Warranties

SPOT AI AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND EVALUATOR HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE TRIAL SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EVALUATOR ACKNOWLEDGES AND AGREES THAT EVALUATOR IS RECEIVING ACCESS AND USE RIGHTS TO THE TRIAL SERVICES ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.

7. Limitation of Liability

EXCEPT WHERE OTHERWISE PROHIBITED BY APPLICABLE LAW, SPOT AI SHALL NOT BE LIABLE TO EVALUATOR FOR ANY CLAIMS IN CONNECTION WITH THE TRIAL SERVICES OR ANY OTHER SERVICES PROVIDED BY SPOT AI TO EVALUATOR.

8. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding its conflicts of law rules.

9. Miscellaneous

This Agreement, including any referenced attachments and/or incorporated documents, shall constitute the entire understanding between the parties and supersedes any previous communications, representations or agreements whether oral or written.  No change or modifications of any of the terms or conditions hereof shall be valid or binding on either party unless made in writing and signed by an authorized representative of each party.