EVALUATION AGREEMENT (Alpha Testing)

THIS EVALUATION AGREEMENT (Alpha Testing) (this “Agreement”) is entered into between TAIPR AI, Inc., a Delaware Corporation (“TAIPR AI”) located at 3107 Stirling Road, Suite 202 Fort Lauderdale, FL 33312, and the individual agreeing these terms (“User”). By clicking “I agree,” creating an account, or accessing either of the Services (as defined below), User acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement, as of the date of such acceptance (the “Effective Date”).

The Services.

1.1 Limited License. Subject to the terms of this Agreement, TAIPR AI hereby grants to User a limited, nonexclusive, worldwide, nontransferable, non-sublicensable license, during the Trial Period (as hereinafter defined), to access and use the following cloud-hosted platforms: (i) the TAIPR AI public relations platform and (ii) the CrisisDome crisis management platform (each, a “Service” and collectively, the “Services”), solely in a test environment and not in production, and solely for evaluating the Services in order to provide feedback on the Services to TAIPR AI.

1.2 Login Credentials. TAIPR AI will issue unique login credentials comprising a username and password (collectively, the “Credentials”) to User. User is responsible for safeguarding and maintaining the confidentiality of the Credentials. Without limiting the foregoing:

(a) User shall not share or permit any other person to use the Credentials;

(b) User shall exercise commercially reasonable efforts to prevent unauthorized use of and/or access to the Services; and

(c) If User suspects or becomes aware of any unauthorized use of the Credentials or access to the Services, User shall (i) immediately notify TAIPR AI thereof in writing and (ii) cooperate with TAIPR AI to investigate such unauthorized use and/or to mitigate the effects of such unauthorized use.

(d) In addition to any other remedies available under this agreement or at law or in equity, TAIPR AI shall have the right to revoke and disable the Credentials and User’s ability to access and use the Services immediately and without notice in the event of a breach by User of any provision of this Section 1.2, or Section 1.3 below, or any other restriction contained in this Agreement. All other provisions of this Agreement shall remain in full force and effect notwithstanding any such revocation or disabling.

1.3 Restrictions. User shall not (and shall not allow any other person or entity to): (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying idea, algorithm, structure or organization of or from either Service (collectively, the “Technology”); (ii) remove, modify or obscure any identification, copyright or other notices contained on or in either Service; (iii) provide, distribute, resell, lease or lend to, or allow access to either Service by any third party; (iv) use either Service for timesharing or service bureau purposes, or otherwise for the benefit of any third party; (v) copy, modify, adapt, translate, localize, port or create a derivative work of or containing all or any part of either Service or any of the Technology; or (vi) use either Service or any of the Technology to help develop any competitive product or service.

1.4 Intellectual Property Ownership. TAIPR AI owns and retains all right, title and interest, including all Intellectual Property Rights (as hereafter defined) in and to the Services and the Technology, all other technology, templates, materials and software used to provide the Services, and all modifications, derivatives, improvements and enhancements thereto. The TAIPR AI name, logo, and the product names associated with the each of the Services are trademarks of TAIPR AI or its licensors, and no right or license is granted to use any of them. “Intellectual Property Rights” means any and all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, marks, logos, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Feedback.

2.1 User’s Obligations. User shall promptly provide to TAIPR AI, in writing (email sufficient), reasonably detailed reports on the performance of the Services, including, without limitation, (a) identified bugs and/or errors; (b) usability concerns including functional gaps; and (c) step-by-step instructions for replicating or reproducing all defects discovered or experienced by User.

2.2 License to TAIPR AI. User hereby grants to TAIPR AI a perpetual, irrevocable, royalty-free, worldwide, transferable, and sub-licensable right and license to use, copy, modify and distribute, and otherwise fully exploit, including by incorporating into any software or service now or hereafter owned or offered by TAIPR AI, any and all Feedback provided by User relating to either Service or any portion thereof. For purposes hereof, “Feedback” means any and all suggestions for improvement or enhancement, modifications, recommendations, comments, opinions, code, input, ideas, reports (including reports provided pursuant to Section 2.1 above), information, know-how and other feedback provided by User (whether in oral, electronic or written form) to TAIPR AI in connection with this Agreement.

Term; Termination.

The license granted by TAIPR AI hereunder shall be effective for a period (the “Trial Period”) commencing on the Effective Date and expiring thirty (30) days thereafter, unless terminated sooner by either party upon written notice to the other party. Upon expiration or termination of the Trial Period, User shall immediately cease accessing and using the Services and shall return to TAIPR AI all Confidential Information (as hereinafter defined) disclosed or made available by TAIPR AI in connection with this Agreement, including all documents, notes and other materials regarding either Service or any of the Technology and all copies and extracts of or containing any of the foregoing, in any medium whatsoever. For the avoidance of doubt, all digital copies of any of the foregoing may be securely destroyed (and certified as such by User in writing) in lieu of being returned to TAIPR AI. The terms of this Agreement will otherwise remain in effect upon termination or expiration of the Trial Period.

Confidentiality.

4.1 Confidential Information. As used herein, “Confidential Information” means any and all material, data, and information, in any form or medium, that is proprietary or confidential to a party (the “Disclosing Party”) and is marked as such, or which by its nature or the circumstances under which it was disclosed should reasonably be considered to be confidential. For the avoidance of doubt, Confidential Information includes Personal Data, as hereinafter defined. Confidential Information also includes, without limitation, the existence and terms of this Agreement, the Services, all specifications, manuals, product roadmaps and test results related to either Service and all Intellectual Property Rights related to any of the foregoing, and all information related to the current or contemplated business or operations of a party or any of its products or services (including, in the case of TAIPR AI, the Services and the Technology), including without limitation business strategies and plans, marketing plans, financial information, forecasts, and similar information. Confidential Information does not include information that is (i) publicly available without breach of this Agreement; (ii) demonstrated to the Disclosing Party’s reasonable satisfaction to have been known by the other party (the “Receiving Party”) prior to disclosure hereunder; or (iii) obtained by the Receiving Party from a third party without any confidentiality obligation. For clarity, the Services, the Technology, and all components thereof shall not be deemed to have been placed in the public domain by TAIPR AI.

4.2 Non-Disclosure. The Receiving Party shall only use the Disclosing Party's Confidential Information to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall safeguard and maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care with which it protects its own Confidential Information, but in no event less than commercially reasonable efforts, including maintaining appropriate physical and technical safeguards. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity except to its employees who are bound by written confidentiality obligations no less restrictive than those contained herein. The Receiving Party shall promptly notify Disclosing Party in writing of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information of which it becomes aware. The Receiving Party, at its expense, shall take all reasonable actions to recover the Disclosing Party’s Confidential Information and prevent further unauthorized use or disclosure thereof, including seeking injunctive relief. If the Receiving Party fails to do so in a timely manner, the Disclosing Party may take reasonable action to do so at the Receiving Party's expense, and the Receiving Party shall reasonably cooperate with such action.

Acceptable Use and Privacy.

Terms of Service and Acceptable Use.

Use of the Services is also governed by TAIPR AI’s Terms of Service, located here. In the event of any conflict between the Terms of Service and this Agreement, the terms of this Agreement shall prevail, but only during the Trial Period.

Privacy.

User acknowledges that any Personal Data included in or provided for the purpose of obtaining the Credentials is subject to TAIPR AI’s Privacy Policy, located here. User shall not provide or upload any Personal Data to either of the Services for any other purpose whatsoever. “Personal Data” means any information that constitutes “personal data,” “personal information,” or any similar term, in each case as defined by any applicable international, national, federal, state, and/or local laws, rules, regulations, and other requirements relating to privacy or data protection.

Disclaimer.

USER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED SOLELY FOR EVALUATION USE AND TESTING, AND THAT THE SERVICES MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH CANNOT OR WILL NOT BE CORRECTED BY TAIPR AI. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND “AS-AVAILABLE,” WITHOUT ANY WARRANTY, REPRESENTATION OR INDEMNITY OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, WRITTEN, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR NON-INFRINGEMENT; OR ANY WARRANTY REGARDING THE USE, SUFFICIENCY, RELIABILITY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, TRUTH, AVAILABILITY, COMPLETENESS OR ACCURACY OF THE SERVICES OR RESULTS OF THE OPERATION OF THE SERVICES. TAIPR AI IS NOT LIABLE FOR ANY LOSS OF DATA OR ANY DAMAGES, DIRECT OR INDIRECT, RESULTING FROM ANY USE OR ATTEMPTED USE OF EITHER SERVICE, WHETHER DURING OR AFTER THE TRIAL PERIOD. TAIPR AI DISCLAIMS ANY AND ALL LIABILITY FOR ANY PARTY’S ACT OR OMISSION IN USE OF OR RELIANCE UPON THE SERVICES, OR THAT THE QUALITY OF ANY INFORMATION, DATA, RESULTS OR MATERIAL OBTAINED THROUGH USE OF EITHER SERVICE WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS; THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER USED TO PROVIDE THE SERVICES IS/ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TAIPR AI IS NOT RESPONSIBLE FOR RESULTING DELAYS, DELIVERY FAILURE, OR DAMAGES. USER IS SOLELY RESPONSIBLE FOR FULFILLING ANY AND ALL REQUIREMENTS OR ACCOMPLISHING ANY OBJECTIVES FOR WHICH IT USES THE SERVICES.

Limitation of Liability.

IN NO EVENT SHALL TAIPR AI’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED $500. IN NO EVENT SHALL TAIPR AI OR ANY OF ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE SERVICES, EVEN IF TAIPR AI OR ANY OF ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Equitable Relief.

User acknowledges and agrees that a breach or threatened breach by User of any of the restrictions set forth in Sections 1.2, 1.3 and/or 4 would cause TAIPR AI irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of any such breach or threatened breach, TAIPR AI shall be entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction, without the need to post a bond, and without limiting any other remedies available under this agreement or at law or in equity.

General Terms.

This Agreement shall be governed by and construed under the laws of the State of Florida and the United States without regard to conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. All notices hereunder shall be transmitted to the parties at their respective addresses set forth above, by means of personal delivery or delivery by reputable overnight carrier. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in Miami, Florida, and the parties hereby consent to such jurisdiction and venue. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and reasonable attorneys’ fees. Neither party will assign or transfer this Agreement or any of its rights hereunder; provided however, that TAIPR AI may assign this Agreement to an affiliated entity or to a successor to all or substantially all of its business or assets. If any provision of this Agreement is held by a court to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no rights or licenses granted except as expressly set forth herein. The terms of this Agreement may be amended or waived only by a written document executed by a duly authorized representative of each of the parties and no failure or delay in enforcing any right will be deemed a waiver.