PERSONAL AND EVALUATION AGREEMENT

1. LICENSE FOR PERSONAL AND EVALUATION USERS

1.1 Definitions. 

“Software” means the downloadable and locally installable version of the Masterful AI Deep Learning Platform Software. 

“Documentation” means the end user or technical documentation pertaining to Software. 

“Output” means any data generated by use of Software including but not limited to logs; console output; saved weights of a machine learning model including but not limited to Numpy arrays, HDF5, ONNX, Tensorflow SavedModel Format; policies including but not limited to Numpy arrays, Python lists and dictionaries, protobufs, and JSON files. 

"Customer" means user of Software. 

“Customer Data” means any materials provided by or on behalf of Customer to be processed using the Masterful AI Software. 

1.2 Provision of Software. 

During the Term of this agreement, Masterful AI grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use Software, Documentation, and Output solely for (a) personal use purposes, or (b) for evaluation purposes, in a non-production sandbox environment only.

1.3 General Restrictions. 

Customer shall not, and shall not authorize any third party to:

(a) rent, transfer, distribute, sublicense, use or duplicate or use for the benefit of any third party Software, or any portion thereof, except as expressly authorized in this agreement;

(b) modify, translate, or prepare derivative works based upon Software;

(c) reverse-compile or decompile, disassemble or otherwise reverse engineer Software;

(d) alter, remove, or obscure any copyright, trademark, or other proprietary notices on or in Software; and/or

(e) use Software to store, transmit, modify, or enhance infringing, harmful, malicious, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights.

Except for the license expressly granted by Masterful AI to Customer under this agreement, Masterful AI reserves all right, title and interests in and to Software and any derivative works derived therefrom, and all intellectual property rights therein.

1.4 Customer Obligations. 

Customer shall:

(a) be responsible and liable for any action or inaction of Customer’s users which is in violation of this agreement, 

(b) be solely responsible for the accuracy, quality, integrity and legality of any Customer Data and of the means by which Customer acquires, uploads, transmits and processes the Customer Data, 

(d) make any disclosures to and obtain any consents required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer Data in or for Software or as otherwise contemplated by this agreement; 

(e) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use Software. 

1.5 Data Security and Privacy. 

Customer shall own all intellectual property rights in and to the Customer Data. Customer agrees that Masterful AI will have the right to generate: 

(a) data generated by aggregating Customer Data with other data so that results are non-personally identifiable, and,

(b) learnings, logs, and data regarding use of Software, and, 

(c) parameters for Masterful AI’s proprietary machine learning software including but not limited to weights, biases, and hyperparameters of Masterful AI’s neural networks;

(“Aggregate/Anonymous Data”). 

Masterful AI may use Aggregate/Anonymous Data for any business purpose during or after the term of this agreement (including without limitation to develop and improve Masterful AI’s products and services and to create and distribute reports and other materials). Customer is not responsible for Masterful AI’s use of Aggregate/Anonymous Data.

2. TERM, TERMINATION, AND AMENDMENT

The term of this agreement shall commence on the date Customer uses or otherwise accesses the Software (the “Effective Date”) and shall continue until Customer or Masterful AI terminates the agreement. Masterful AI may amend this agreement from time to time. 

Upon any expiration or termination of this agreement: 

(a) all licenses and rights granted by Masterful AI to Customer hereunder shall terminate; and,

(b) Customer will cease all use of Software; and,

(c) and Customer shall immediately destroy Software and all duplicates. 

The provisions of Sections 1.3, 1.4, 2, 3, 4, 5 and 6 shall survive and remain effective after the effective date of termination or expiration of this agreement. Masterful AI may, at any time and without limiting any rights and remedies, block the provision of Software to Customer to the extent Masterful AI believes Customer is in violation of this agreement or to the extent Masterful AI believes Customer’s use of Software may negatively impact Masterful AI.

3. INDEMNIFICATION. 

Customer shall defend Masterful AI (including payment of attorneys’ fees, expert fees and court costs) from any third-party claims arising out of: (a) Customer Data; or (b) Customer’s use of the Services in breach of this agreement. The above defense and indemnification obligations do not apply to the extent a claim arises from Masterful AI’s breach of this agreement.

4. DISCLAIMER; LIMITATION OF LIABILITY. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFTWARE AND ANY MATERIALS PROVIDED BY MASTERFUL AI ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) CUSTOMER’S SOLE REMEDY AND MASTERFUL AI’S SOLE LIABILITY FOR ANY BREACH OF THIS AGREEMENT BY MASTERFUL AI SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF SOFTWARE; AND IMMEDIATELY DESTROY OR RETURN TO MASTERFUL AI THE SOFTWARE, ALL DUPLICATES, AND ANY MASTERFUL AI CONFIDENTIAL INFORMATION; (B) IN NO EVENT SHALL MASTERFUL AI BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; AND (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF MASTERFUL AI EXCEED THE AMOUNT PAID BY CUSTOMER, WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

5. GENERAL.

5.1 Compliance with Laws; Export Control. 

Customer shall use Software in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in this agreement, Customer shall not export or import Software or any technical information provided under this agreement.

6.2 Assignment. 

Neither this agreement, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of Masterful AI. Any attempted assignment in violation of this agreement shall be void and without effect.

6.3 Miscellaneous. 

Should any term of this agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall be modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of this agreement. This agreement and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this agreement shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. This agreement may be amended only upon the written consent of both parties. Notwithstanding the foregoing, in the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of this agreement.