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maslo inc. terms & conditions

Last Updated: Jan 15th, 2021

Maslo Inc. (“We” or “Company”) is committed to providing you the best products and services to help people grow.

1. Evaluation.

1.1 License. Subject to the terms and conditions of this Agreement, Maslo grants to Evaluator a non-transferable and non-exclusive license, without any right to sublicense, to access and use Maslo’s proprietary empathetic artificial intelligence platform, including but not limited to any applications, products, and services (the “Platform”), during the Evaluation Period (as defined below). During the Evaluation Period, Evaluator shall access and use the Platform, and any documentation, data, know-how or other information received from Maslo or its representatives or licensors (together with the Platform, the “Evaluation Materials”), solely for Evaluator's internal trial use, testing and evaluation of the Platform, and for no other purpose. Evaluator may only use the Platform for up to [50] employees, and each such employee may use the Platform with up to [1000] clients who have contracted with Evaluator for services (the “Registered Users”). All use of the Platform shall be strictly in accordance with any documentation provided by Maslo. During the Evaluation Period, Evaluator shall not engage the services of any party that provides substantially similar services to Maslo or is otherwise directly or indirectly competitive to Maslo.

1.2 Restrictions. Evaluator shall not directly or indirectly (a) use any of the Evaluation Materials or other confidential information of Maslo to create any product, software, documentation or data that is similar to the Platform, (b) disassemble, decompile, or reverse engineer the Platform, or use any other means to attempt to discover any source code of any of Maslo’s software or services, or the underlying ideas, algorithms or trade secrets therein, or otherwise circumvent any technological measure that controls access to the Platform, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Evaluation Materials in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any Evaluation Materials, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control laws or regulations of the United States or any other relevant jurisdiction, (f) except as authorized by Maslo, disclose any performance or benchmarking information with respect to the Platform to any third party, or (g) permit any third party to engage in any of the foregoing proscribed acts.

1.3 Feedback. Evaluator will cooperate with Maslo by participating in surveys and interviews on an ongoing basis. If Evaluator is unable to participate in any such survey or interview, Evaluator will provide Maslo with written reports which accurately describe in reasonable detail: (a) the portions of the Platform that were evaluated; (b) the nature and extent of Evaluator’s use of the Platform; (c) any errors or difficulties encountered with respect to the Platform, and any characteristic symptoms or conditions so as to permit Maslo to recreate same errors or difficulties; (d) assessment of Platform functions and performance; and (e) suggested improvements. Without limiting the foregoing, Evaluator shall promptly notify Maslo by telephone if it encounters any material error in the Platform. Maslo may, in its sole discretion, attempt to resolve such error. Evaluator and Registered Users may, from time to time and in their sole discretion, make suggestions for changes, modifications or improvements to the Platform (“Feedback”). All Feedback shall be solely owned by Maslo (including with respect to all intellectual property rights therein) and shall also be Maslo’s confidential information. Evaluator shall and hereby does make all assignments necessary to achieve such ownership.

1.4 Evaluator Content. Evaluator acknowledges and agrees that certain features of the Platform may enable Evaluator’s Registered Users and third parties to upload or make available through the Platform certain information, content, and data (“Evaluator Content”). Evaluator hereby grants Maslo a non-exclusive, worldwide license to display, modify, distribute, perform and reproduce such Evaluator Content for the purpose of making it available to Evaluator and Evaluator’s Registered Users through the Platform and for Maslo’s internal business purposes. Maslo is not obligated to back up any Evaluator Content, and Evaluator expressly agrees that Maslo shall not be responsible for any accuracy, damage, deletion or destruction of Evaluator Content.

1.5 Third Party Content. In order to make full use of the Platform, Evaluator acknowledges and agrees that it or its Registered Users may need to provide Maslo with certain data and information provided by third parties (“Third Party Content”). Evaluator shall be solely responsible for ensuring it has all necessary rights to such Third Party Content in order to make such Third Party Content available to Maslo for use in connection with Maslo’s provision of the Platform to Evaluator. Evaluator shall defend, indemnify and hold harmless Maslo for any claims, losses and expenses incurred by Maslo and arising from any third party claim relating to Maslo’s use of the Third Party Content to provide the Platform to Evaluator. Evaluator shall provide reasonable cooperation and assistance to Maslo to enable Maslo to adequately integrate such Third Party Content into the Platform. Maslo shall not be liable for any failure to provide the Platform to Evaluator arising out of Evaluator’s failure to provide Maslo sufficient access to Third Party Content.

1.6 Use of Platform. Evaluator is responsible for all activity occurring under Evaluator’s Registered User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Evaluator’s use of the Platform. Evaluator shall be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Evaluator. Evaluator shall be responsible for any breaches of this agreement by all Registered Users. Evaluator shall notify Maslo immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Platform. Unless otherwise authorized by Maslo, use of the Platform in a production environment is prohibited.

1.7 Publicity. Evaluator hereby consents to Maslo’s inclusion of its name and corporate logo in customer lists that may be published as part of Maslo’s marketing and fund-raising efforts. Evaluator agrees that it will, from time to time upon Maslo’s request, provide reasonable cooperation and assistance in connection with Maslo’s marketing and fund-raising efforts (such as, for example, acting as a reference, issuing press releases and writing customer testimonials and case studies with statements attributed to a named employee of Evaluator concerning the arrangements under this Agreement).

2. Term and Termination.

2.1 Evaluation Period. This Agreement shall commence on the Effective Date and unless terminated earlier as set forth in this section, will continue for a period of ninety (90) days (“Evaluation Period”). Either party may terminate this Agreement (a) upon ten (10) days prior written notice, for convenience, or (b) immediately, if the other party breaches any term of this Agreement. Unless otherwise elected by Maslo, upon completion of the Evaluation Period, if Evaluator becomes a customer with respect to the commercial version of the Platform on a non-trial basis, on Maslo’s standard terms, within fourteen (14) days after expiration of the Evaluation Period, Maslo will offer a discount of 25% on Company’s standard prices for a six (6) month engagement, or a discount of 40% on Company’s standard prices for a twelve (12) month engagement.

2.2 Effects of Termination. Upon any expiration or termination of this Agreement, all of Evaluator’s rights and licenses to use the Platform and Evaluation Materials shall immediately cease, and Evaluator will discontinue its use of the Platform hereunder, except that (a) all obligations that accrued prior to termination and remedies for breach shall survive, (b) Evaluator shall promptly return to Maslo all Evaluation Materials and confidential information in its possession or under its control (including all copies thereof) and permanently erase all Maslo materials from its systems and storage media, and (c) the provisions of Sections 4 (Proprietary Rights), 5 (Warranty Disclaimers), 6 (Liability Limitations), 7 (General Provisions) and this Section 2.2 shall survive.

3. Fees.

Evaluator’s access to the Platform during the Evaluation Period shall be at no charge.

4. Proprietary Rights.

4.1 Confidentiality. Except for the specific rights granted by this Agreement, Evaluator shall not use, possess, publish or otherwise disclose any Evaluation Materials without the prior written consent of Maslo. Evaluator shall receive the Evaluation Materials in strict confidence, and use all reasonable efforts to protect the Evaluation Materials (including ensuring that its employees and contractors who access the Evaluation Materials (a) have a need to know for the purposes permitted hereunder and (b) are bound by written obligations that are at least as protective of the Evaluation Materials as this Agreement). Evaluator shall bear responsibility for any breach of confidentiality by its employees and contractors. Evaluator agrees to keep confidential the fact that it is evaluating the Platform. The results of Evaluator's use and evaluation of the Platform, and all reports and records pertaining thereto, shall be considered Evaluation Materials for the purposes of the confidentiality provisions of this Agreement.

4.2 No Implied Licenses. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Maslo or its licensors shall retain all right, title and interest (including patents, copyrights, trade secrets and trademarks) in and to the Platform and other Evaluation Materials. Evaluator shall not take any action inconsistent with such ownership. Evaluator shall not alter or remove any printed or on-screen proprietary or legal notice contained on or in copies of any Evaluation Materials.

4.3 Evaluator Data. Without limiting the terms of Section 1.3, Maslo agrees that Evaluator owns all data and information submitted by Evaluator or a Registered User on the Platform in order to receive the services provided by Maslo under this Agreement (“Evaluator Data”.
Evaluator agrees that Maslo is free to use and disclose aggregate anonymous measures of the Evaluator Data, provided that Maslo does not use any such Evaluator Data in a manner that discloses the identity of Evaluator.

4.4 No Interference. Evaluator agrees not to use any information or other knowledge gained through use of the Evaluation Materials to provoke an interference with any patent application which Maslo has filed with respect to the Platform, or to amend any claim in any of Evaluator's pending patent applications to expand such claim to read on, cover or dominate any invention (whether or not patentable) relating to the Platform.

5. Warranty Disclaimers.

Evaluator acknowledges and agrees that the evaluation materials are experimental and preliminary. Evaluator’s use of the platform is solely at its own risk. The evaluation materials are provided "As is," without warranty of any kind. Without limiting the foregoing, maslo makes no promise that use or operation of the platform or any of the evaluation materials provided hereunder will meet evaluator’s requirements or expectations, result in any outcome or be error-free or uninterrupted. Maslo hereby disclaims all warranties, express or implied, either in fact, by operation of law, statutory or otherwise, regarding the evaluation materials, including without limitation, the implied warranties of title, merchantability, fitness for any particular purpose and non-infringement.

6. Liability Limitations.

Regardless of the form of any claim or action, maslo will not be liable with respect to the subject matter of this agreement for any (a) matter beyond its reasonable control, (b) loss of use or data, or cost of substitute technology, goods or services, (c) indirect, incidental, reliance, special, exemplary or consequential damages or investment losses or (d) damages, in the aggregate, in excess of five hundred dollars ($500.00). Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this agreement are material, bargained for bases of this agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this agreement and in the decision by each party to enter into this agreement. Evaluator acknowledges that neither maslo nor any of its employees, agents or affiliates shall have any liability to evaluator or any registered user for any claim or damages that arise from or relate to any decision based on information received through the platform.

7. General Provisions.

7.1 Entire Agreement. This Agreement (including any agreements referenced herein) constitutes the entire agreement between the parties with regard to, and supersedes all prior negotiations, understandings or agreements (oral or written) between the parties relating to, the subject matter of this Agreement (and all past dealing or industry custom). This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. No changes, modifications or waivers may be made to this Agreement unless in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in California, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party the actual costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

7.3 Relief. Evaluator acknowledges and agrees that, in the event of any breach or threatened breach of any use restriction or confidentiality obligation hereunder, Maslo may suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, Maslo shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety. Such remedies shall be in addition to any other remedy that Maslo may have at law or in equity.

7.4 Notices. All notices under this Agreement will be in writing, in English, and will be deemed effective when personally delivered, when sent by confirmed fax, or three (3) days after being sent by prepaid express courier, or five (5) days after being sent by prepaid certified or registered mail to the address of the party set forth herein, or such other address as last provided to the other party by written notice.

7.5 Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by either party without the prior written consent of the other party, except that Maslo (without consent) may assign its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business or assets. Any attempted transfer in violation hereof will be void and of no effect. This Agreement or the relevant provisions will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

7.6 Relationship of the Parties. The parties shall be independent contractors in the performance of their obligations under this Agreement, and nothing contained herein will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

IN WITNESS WHEREOF, intending to be legally bound, the parties have caused their duly authorized officers to execute this Agreement as a sealed instrument, as of the Effective Date.