THE TERMS AND CONDITIONS CONTAINED HEREIN (“AGREEMENT”) APPLY TO ALL USE OF THE HOSTED SERVICES (“OFFERING”) PROVIDED BY GREPR, INC. (“GREPR”) TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, “CUSTOMER”). BY ACCESSING OR USING ANY OF GREPR’S SERVICES, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (SUCH AS BY CLICK-THROUGH ACKNOWLEDGEMENT) (“EFFECTIVE DATE”).

1.  Access to Offering.  Subject to all the terms of this Agreement, Grepr grants Customer the non-sublicensable, non-transferrable, nonexclusive, limited right to internally use the Offering - but only for Customer’s internal evaluation for purposes of determining whether or not Customer wants to license the Offering from Grepr on a commercial basis (the “Purpose”).

2. Restrictions; Confidentiality.  Customer will not (and will not allow any third party to): (i) reverse engineer, decompile or otherwise attempt to discover the source code for the Offering (provided that, such restriction will not apply to the extent prohibited by applicable law), (ii) modify or create derivatives of any part of the Offering, (iii) provide, lease, lend, or otherwise allow any third party to use the Offering (and Customer will not use the Offering for the benefit of any third party), (iv) copy or reproduce any part of the Offering or (v) use any part of the Offering to create any competing products or services.  All the limitations and restrictions on Offering in this Agreement also apply to any documentation and other materials provided by Grepr. All technical, financial or other information provided by either party (as “Discloser”) and designated as confidential or proprietary (or similar designation), or that the other party (as “Recipient”) should reasonably understand to be confidential or proprietary, (“Confidential Information”) shall be held in confidence and not disclosed or, except as expressly provided herein, used by Recipient; this obligation will not apply to information that is generally and freely publicly available through no fault of Recipient, or that Recipient otherwise rightfully obtains from third parties without restriction. All performance results with respect to the Offering, including the results of any benchmarking activities Customer conducts in connection with the Offering, shall be Grepr’s Confidential Information.

3. Security. Grepr will implement and maintain commercially reasonable administrative, physical, and technical safeguards reasonably designed to protect data (including personal data) that Customer loads into the Offering from unauthorized access, use, alteration, or disclosure, in accordance with the measures set forth in its Data Processing Addendum (https://www.grepr.ai/dpa), which is incorporated herein by reference.

4. Fees.  There are no fees payable under this Agreement.

5. Termination.  This Agreement begin on the Effective Date and will have a term of thirty (30) days (which may be extended by Grepr in its discretion). Grepr may terminate this Agreement, with or without notice, at any time. Upon any termination, (i) Customer shall immediately cease all use of the Offering and (ii) the Recipient will return to the Discloser the Discloser’s Confidential Information (and, if requested, so certify the foregoing to Discloser in writing). Sections 2, 3, 5, 6, and 7 will survive termination in perpetuity.

6. Warranty Disclaimer; Limitation on Liability. BECAUSE THE OFFERING IS PROVIDED FOR EVALUATION USE ONLY, EVERYTHING PROVIDED UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. WHILE GREPR IS ALWAYS WORKING TO IMPROVE THE OFFERING, THE PROBABLISTIC NATURE OF MACHINE LEARNING, THE OFFERING MAY PROVIDE INACCURATE OUTPUT AND/OR ACTIONS OR OTHERWISE NOT ALWAYS PRODUCE INDENDED RESULTS. AS SUCH, CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY GREPR WITH RESPECT TO THE SPECIFIC RESULTS OF ANY OUTPUT AND/OR ACTIONS AND/OR OTHER RESULTS. GREPR WILL NOT BE LIABLE IN CONNECTION HEREWITH FOR ANY: (I) INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF US$100, OR (III) MATTERS BEYOND ITS REASONABLE CONTROL.

7. General. Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Customer; any attempt to do so shall be void. Any notice, report, approval or consent required or permitted hereunder shall be by email. Grepr’s email address for notice is legalnotices@grepr.ai. Customer’s email will be the email address registered with Grepr or otherwise that Grepr is able to identify. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California, without regard to conflicts of laws provisions thereof. All disputes arising in connection herewith will be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in San Francisco, California. Any waivers or amendments shall be effective only if made in writing. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.