This Software Evaluation License Agreement (the “Evaluation Agreement”) is entered into as of the date of acceptance of this Evaluation Agreement (the “Effective Date”), by and between Entrinsik Inc., a North Carolina corporation (“Entrinsik”), and the party whose name is provided in the acceptance form(“Customer”).  By completing the form and clicking the ”I accept the terms” submit button, you acknowledge your acceptance of the following terms:

1.            EVALUATION LICENSE GRANT.  Entrinsik grants Customer the following rights with respect to the software (“Evaluation Software”) and the documentation made generally available in connection with the Evaluation Software (“Documentation”). Customer may only use the services provided in a non-production environment for internal testing and development only. 

2.            TERM AND TERMINATION.  The term of this Evaluation Agreement shall commence on the Installation Date.  Either party may terminate this agreement at any time for any reason. Upon termination, Customer will no longer have access to the Evaluation Software environment nor any content created during the term of this agreement..

3.            COPYRIGHT; LICENSE RESTRICTIONS.

(a) Customer acknowledges and agrees that the Evaluation Software and Documentation are proprietary products of Entrinsik and are owned by Entrinsik or its suppliers and are protected by United States copyright laws and international treaty provisions.

(b) Customer shall not rent, transfer, or lease the Evaluation Software, nor translate, modify, reverse engineer, decompile, or disassemble the Evaluation Software. 

4.            EXPORT RESTRICTIONS.  Customer agrees to comply with all export and re-export restrictions and regulations (“Export Restrictions”) imposed by the government of the United States.  Customer will not commit any act or omission that will result in a breach of any such Export Restrictions.

5.            GOVERNING LAW.  This Evaluation License Agreement is governed by the laws of the State of North Carolina, U.S.A.

6.            INTEGRATION; AMENDMENT. Customer expressly agrees and acknowledges that in determining to enter into this Agreement that Customer did not rely on any representation or warranty by anyone other than those expressly set forth in this Agreement.  This Agreement may not be modified or altered except by written instrument duly executed by both parties.

7.            NON-CONFIDENTIALITY OF DATA. Customer acknowledges that any data, information, or materials provided to Entrinsik for the purposes of this trial, including but not limited to feedback, usage data, or any other information shared with Entrinsik, shall not be considered confidential. Customer agrees that such data may be accessed, reviewed, and utilized by Entrinsik for the improvement, support, and development of the Evaluation Software. By providing this data to Entrinsik, Customer explicitly consents to the understanding that such information is not confidential and may be considered as public information, and Customer waives any claims or rights related to the confidentiality of such data during the trial period.

8.            ACCURACY. Given the probabilistic nature of machine learning, use of our Informer AI feature may in some situations result in incorrect output. You are responsible for evaluating the accuracy of any Output as appropriate for your use case, including by using human review of the output.

9.            INDEMNITY. You will defend, indemnify, and hold harmless Entrinsik, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, and your breach of these Terms or violation of applicable law.

10.         NO OTHER WARRANTIES. THE EVALUATION SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT A WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ENTRINSIK SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

11.         NO LIABILITY FOR CONSEQUENTIAL DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL ENTRINSIK OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE EVALUATION SOFTWARE, EVEN IF ENTRINSIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.