Fairgen Evaluation Terms

These Fairgen Evaluation Terms (“Evaluation Terms”) are between Fairgen Ltd. (“Fairgen”, “our”, “we” or “us”) and you, either individually, or on behalf of your employer or any other entity or organization which you represent (“User”, “you” or “your”).
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These Evaluation Terms, along with Fairgen’s general Terms of Service and our Privacy Policy and any other policies explicitly referenced and incorporated herein (collectively, “Terms”), stipulate the terms and conditions of your access and use of the Demo Services (as defined below). If you are entering into these Terms on behalf of a third party, company, organization, or other legal entity, you represent that you have full authority to bind such entity and its affiliates to these Terms, in which case the terms “User”, “you”, and “your” will refer to such entity and its affiliates.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN FAIRGEN AND YOU. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE DEMO SERVICES OR ANY PART THEREOF IN ANY MANNER.

Any separate written agreement entered into between Fairgen and User with respect to the use of and access to the Demo Services shall take precedence over conflicting provisions in these Evaluation Terms.

A. The Demo Services
1. Fairgen offers its customers certain proprietary SaaS (Software-as-a-Service) platform, intended to identify, mitigate, and respond to incidences of bias in datasets used to train machine learning models (together with the standard written materials generally provided by Fairgen to its users, the “Platform”), and provides applicable output(s) (“Outputs”) and other related services as may be offered by Fairgen. Fairgen may also offer, at its sole discretion, for a limited period a trial of the Platform, or restricted features or functions thereof (“Demo”), that may provide applicable Outputs, and other related services, including but not limited to Professional Services and maintenance and support (all shall be referred herein collectively as the “Demo Services”).

2. You may only access and use the Demo Services for the sole purpose of evaluating the performance of Fairgen’s services and solution internally, in order to explore mutually beneficial relations between you and Fairgen (the “Purpose”), all in accordance with the terms and conditions set forth herein.

3. Scope. Subject to the terms and conditions hereunder, including completion of the registration process, Fairgen will agree to grant to the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Term (as defined below), to access and use the applicable Demo and Demo Services solely for the Purpose, all pursuant to the Terms and to Fairgen’s reasonable instructions.

4. In order to use the Demo, the User will need to provide Fairgen with certain data sets and other applicable information and thereby allow Fairgen to collect, process and analyze such materials. The User acknowledges and agrees that the User (and not Fairgen) has sole control over which data and information are provided to Fairgen.

5. Some features or functions of the Platform may not be available to you during the Demo period or otherwise as part of the Demo Services. Fairgen may continuously update the Demo Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. Subject to applicable law, at any time and without notice, Fairgen reserves the right to modify, replace, change, or cancel the Demo Services, their terms, or any part thereof. Modifications of the Demo/Demo Services will apply from the date of such modification. The User’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Demo Services.

6. Maintenance and Support Services; Professional Services. From time to time, Fairgen may offer the users certain maintenance and support services, professional services in connection with the Demo Services (“Professional Services”), subject to payment of additional fees and execution of the applicable Order Form. Professional Services are governed by these Terms and additional terms and conditions as Fairgen may make available to you. The Professional Services will be offered on an availability basis, depending on the skill set necessary to perform the applicable Professional Services.

7. Registration; Account. In order to use the Demo Services, User must register through Fairgen’s website or as otherwise directed by Fairgen and will be required to provide us with certain information which may include your name, organization name, e-mail, and other applicable details, as well as your consent for Fairgen to receive and process your User Data (as defined below). Based on such details, Fairgen may contact you to complete your registration process and open an account, and you understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. You agree to accept responsibility for any and all activities or actions that occur under the account and immediately notify Fairgen upon becoming aware of any security breach or unauthorized access or use of your account. You are responsible for the activities of all users who access or use the Demo Services through your account and shall ensure that any such user will comply with the Terms. Fairgen may assume that any communication received from your account has been made by you. Fairgen may suspend your account if Fairgen reasonably suspects that you or anyone on your behalf is using the account in a manner that violates the Terms.

B. Use Restrictions
1. User hereby undertakes that it shall not, nor shall it allow or assist any third party to: (i) use the Demo Services, the Demo, the Outputs, or any part thereof, for any purpose other than the Purpose, or other than as instructed by Fairgen; (ii) use the Demo Services the Demo, the Outputs, or any part thereof, for provision of services to any third party, or offer for sale, lease, license or otherwise, commercialize, transfer, distribute, provide any third party with access to, or otherwise dispose of the Demo Services the Demo, the Outputs, or any part thereof, or use them in any way not explicitly permitted by Fairgen in writing; (iii) modify, translate, convert to another programming language, reverse engineer, decompile, debug, reproduce in any form, or disassemble the Demo Services, Demo, Fairgen’s documentation, the Outputs, or any portion thereof, or make derivatives works of any of the forgoing; (iv) test or use the Demo Services, Demo, any outputs thereof, or the results of the evaluation of the Demo/Demo Services, in connection with any benchmark tests or any other tests (unless Fairgen explicitly agreed otherwise in writing); (v) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Demo Services; (vi) directly or indirectly, take any action to contest Fairgen’s (or its licensors) intellectual property rights in or in connection to the Platform, Demo Services or any part thereof, or infringe them in any way; or (vii) use the Demo Services, Demo, or any outputs thereof for the purpose of competing with Fairgen.

2. Users may not, nor allow anyone else, to use the Outputs for any purpose, except for the Purpose.

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C. Ownership; Feedback
1. As between Fairgen and User, Fairgen owns and shall retain all right, title, and interest, in and to the Platform, Demo Services, and any component thereof, including all intellectual property rights therein and pertaining thereto and all improvements, enhancements, modifications, and derivative works thereto or of any part thereof. The User shall not have or obtain any right, title, or interest therein except for the limited right to use the Demo Services in accordance with the terms expressly set forth in the Evaluation Terms. Nothing herein shall be construed as authorizing or permitting the use of any Fairgen trade names or trademarks.

2. In the event User provides Fairgen with any suggestions, comments, or other feedback relating to the Demo Services, Platform, Fairgen’s services, or any part thereof (“Feedback”), such Feedback shall become the sole and exclusive property of Fairgen, and User hereby irrevocably assigns to Fairgen all of its right, title, and interest in and to such Feedback.

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D. User Data; Personal Data
1. User Data. Any and all information, materials, and data that User provides to Fairgen through the Demo/Demo Services (“User Data”), is owned by User, and Fairgen shall not access or use the User Data for any purpose other than for the provision of the Demo Services to the User pursuant to these Evaluation Terms. The User hereby grants Fairgen a non-exclusive, non-transferable right to use the User Data, solely for the purpose of providing the Demo Services to the User. Fairgen shall have the right to maintain the User Data for such period necessary, or required, in order to provide the Demo Services, and as required under applicable law and pursuant to these Evaluation Terms and other applicable terms and conditions incorporated hereunder. User Data will not be made accessible to third parties by Fairgen, except to Fairgen’s contractors and service providers in order to provide the Demo Services to the User (such as AWS third-party cloud infrastructure providers).

2. User Personal Data. Fairgen and User hereby acknowledge and agree that to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by the User to Fairgen in connection with the Demo Services (“User Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including privacy and data protection laws, and User shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to transfer such User Personal Data to Fairgen for the purpose of performance the Demo Services; (ii) Fairgen shall comply with all applicable laws in connection with its use of such User Personal Data provided to it by the User in connection with the applicable Demo Services, and shall process such User Personal Data in accordance with Fairgen’s Privacy Policy, and incorporated herein by reference; and (iii) to the extent necessary under applicable law, you also accept and agree to comply with our Data Processing Addendum (“DPA”), which shall govern the collection and processing of any such User Personal Data and form an integral part of the Evaluation Terms.

3. Restricted License. Notwithstanding the foregoing, User hereby grants Fairgen a non-exclusive, non-transferable, irrevocable, perpetual, worldwide right to use anonymized User Data, or the User Data on an aggregated or statistical basis, in each case, solely for the purpose of Fairgen’s internal research, development, and enhancement of its services and products.

E. Fees; Payment Terms
1. You may order Demo Services in various ways, among which, an online form or in-product quotes with Fairgen’s then-current price list, or any other mutually agreed upon offline form delivered to you by Fairgen, including via email (the “Order Form”). Such Order Form will include, at the least, the applicable Demo Services, number of permits, term of evaluation, and associated fees.

2. Some Demo Services plans may be subject to payment. In consideration for your subscription to use the Demo Services, you shall pay Fairgen a subscription fee as set forth in the applicable Order Form (the “Fees”) and you authorize Fairgen to charge you using the selected payment method. All payments shall be due and payable in advance. Following the expiration of the Demo Services’ Order Form, you may purchase subscriptions to Fairgen’s services and products, as may be offered to you by Fairgen, by continuing to use your existing account.

3. In case of a failure to pay the Fees on the date due, Fairgen may suspend or discontinue your access to the Demo, Demo Services, Platform, and/or User account. Fairgen may change the Fees from time to time; however, any Fee changes will not apply to Order Forms already executed by Fairgen and you. All Demo Services Fees are non-refundable and non-cancellable.

4. All amounts payable to Fairgen are exclusive of all taxes, levies, or similar governmental charges, however designated, except for taxes based on the net income of Fairgen. If you are in a jurisdiction that requires deductions or withholding under applicable law, you shall pay Fairgen an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under the applicable Order Form.

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F. Confidentiality
Fairgen and User may, in connection with the Demo Services, directly or indirectly, disclose to each other, or have access to, certain Confidential Information (as defined below) of the other party, whether in writing, oral form, or in any other manner. For the purposes of these Evaluation Terms, “Confidential Information” means any and all information, data, and know-how of a private, non-public, or confidential nature, in whatever form, that relates to the business, financial condition, technology, and/or products of the disclosing party, its affiliates, customers, suppliers, or potential customers or suppliers, provided or disclosed to the receiving party or which becomes known to the receiving party, or is viewed by the receiving party during a visit to the disclosing party’s facilities, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, scientific, technical, or engineering information and know-how. Fairgen’s Confidential Information includes but is not limited to, the Demo Services, the Outputs, details of an Order Form and pricing, the Platform, and any part or component thereof. User’s Confidential Information includes but is not limited to, User Data. “Confidential Information” shall not include information that the receiving party can demonstrate by written and dated evidence: (a) was already known to the receiving party from a source other than the disclosing party prior to disclosure; (b) was independently developed by the receiving party without the use of, or reference to, the Confidential Information; (c) has become a part of the public knowledge, through no fault of, or breach of this Agreement by the receiving party; (d) was lawfully received by the receiving party from another person or entity having no confidentiality obligation to the disclosing party or its affiliates; or (e) is explicitly approved in writing by the disclosing party for release by the receiving party. The receiving party shall treat all Confidential Information of the disclosing party as strictly confidential, and except as expressly contemplated hereunder it shall: (i) not, directly or indirectly use or otherwise exploit Confidential Information for any other purpose other than for performing hereunder; (ii) protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event using less than a reasonable degree of care; (iii) restrict disclosure of the Confidential Information to those directors, officers, employees, agents, consultants, contractors, or representatives of itself or of its affiliates (“Representatives”) who clearly have a need-to-know such Confidential Information, and for no purpose other than for performing hereunder; (iv) advise such Representatives of their obligations to comply with the terms and conditions of this Agreement, and receiving party shall be liable for any failure of its Representatives to comply with the terms of this Agreement; and (v) notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement. In the event that the receiving party becomes legally compelled to disclose any of the Confidential Information, it will provide the disclosing party with prompt notice thereof so that the disclosing party may seek a protective order or other appropriate remedies against the disclosure, and in any event, will limit the disclosure to the greatest extent reasonably possible under the circumstances.

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G. No Warranty; Limitation of Liability
1. The Demo Services, Demo, Platform, and any Outputs, information, content, or productions made available in connection with them, are provided on an “AS IS” basis, and Fairgen makes no warranty of any kind, express or implied, with respect to the foregoing, including, without limitation, with respect to their performance, merchantability, non-infringement, or fitness for a particular purpose of the Demo Services or any part/component thereof. User assumes all risks and all costs associated with testing, evaluation, or use of the Demo Services, Demo, and/or Outputs, including, without limitation, any backup expenses and any damage to any User equipment, software, information, or data used with the Demo Services, Demo, and/or Outputs. Fairgen shall have no liability to User for any claim, loss, expense, or damage caused or alleged to be caused, directly, indirectly, incidentally, or consequentially by the Demo Services, Demo, and/or Outputs, by any inadequacy thereof or deficiency or defect therein, by any incident whatsoever in connection therewith or in connection with User’s use of the Demo Services, Demo, Outputs, or their results, arising in strict liability, negligence, or otherwise, or in any way related to or arising out of their evaluation hereunder, even if Fairgen is notified in advance of the possibility of such damages.

2. The User understands and acknowledges that the services are still under development, may not operate correctly, may be further developed and modified prior to being made generally available, and should not be used in a production environment and only in a dedicated testing environment.

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H. Term and Termination
These Terms will remain in effect until your subscription to the Demo Services expires or terminates unless terminated earlier in accordance herewith (the “Term”). Fairgen may suspend or terminate your access to the Demo Services immediately if you do not comply with these Terms. Upon termination of the Demo Services for any reason, (i) the license to the Demo Services granted hereunder shall terminate automatically: (i) User shall cease all use of the Demo Services; (ii) each party shall return the other party any Confidential Information of the other party; and (iii) User shall promptly pay in full any outstanding payments. Any terms and conditions which by their nature extend beyond the expiration or termination of the Term shall survive the termination or expiration hereof.

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I. General
These Terms constitute the full and entire understanding and agreements between the parties and replaces any previous agreement and/or communications between the parties; Neither party may assign this Agreement without the prior written consent of the other party except that either party may assign to its affiliates without the need for consent; No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under these Terms or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof; This Agreement shall be governed by and construed under the laws of the State of Israel without reference to its conflict of laws principles; The competent court of Tel-Aviv-Jaffa, Israel, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms.

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