1. Use of Software and License.
1.1. License. Subject to the terms and conditions of this Agreement, ThirdAI
grants to Evaluator a non-sublicensable, nontransferable, nonexclusive, revocable, limited
license to access and use the software (the “Software”) for use solely during
the trial period. Evaluator shall use the Software and any
documentation, data or other information related thereto that is received from ThirdAI or its
representatives solely for Evaluator’s internal use of the Software and testing and
evaluation thereof and for no other purpose. 
1.2. Restrictions. Evaluator shall not: (a) use the Software, any documentation or
other information provided by ThirdAI hereunder, to create any similar software or
documentation; (b) reproduce or modify the Software or any portion thereof, or embed the
Software or any portion thereof into any commercial services or offerings of Evaluator; (c)
sublicense, rent, sell, loan, lease, disclose, display, distribute, or otherwise transfer the
Software, or any portion thereof, or use it for timesharing, rental or service bureau
purposes, or for the benefit of a third party; (d) reverse assemble, reverse compile or
reverse engineer the Software, or any portion thereof, or otherwise attempt to discover any
Software source code, or underlying Confidential Information (as defined in Section 2.1
below), or otherwise circumvent any technological measure that controls access to the
Software; (e) copy, adapt, merge, create derivative works of, translate, localize, port or
otherwise modify the Software; (f) publish any results of benchmark tests run on the
Software; (g) use the Software, or allow the transfer, transmission, export or re-export of all
or any part of the Software, in violation of any export control laws or regulations of the
United States or any other relevant jurisdiction; (h) remove or alter any product
identification, markings, copyright or other notices; or (i) permit any third party to engage
in any of the foregoing proscribed acts. Evaluator agrees to ensure that there is no breach,
compromise or violation, by Evaluator employees, consultants, agents, customers, suppliers
or independent contractors, of such obligations and ThirdAI’s and its licensors rights and
title or interest to the Software. 
1.3. Enterprise Agreement. Upon the successful evaluation of the Software, the
parties shall work together in good faith to negotiate and enter into a definitive agreement
(“Definitive Agreement”) for use of the Software following the Trial Period. 
1. Confidentiality.
2.1. Definition. “Confidential Information” means any information disclosed by
either party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to
this Agreement that is (a) is in written, graphic, machine readable or other tangible form
and is marked “Confidential,” “Proprietary” or in some other manner to indicate its
confidential nature; or (b) in the case of oral or visual disclosure is identified as confidential
at the time of disclosure; or (c) under the circumstances should in good faith be considered
to be confidential. Confidential Information includes, without limitation, information related
to: research, Software plans, developments, inventions, processes, designs, markets,
business plans, agreements with third parties, services, customers, marketing or finances of
either party, the content or existence of any negotiations, and pricing. Notwithstanding the
foregoing, the Software source code and all other non-public information regarding the
Software, including information related to its underlying algorithms, shall be deemed
Confidential Information of ThirdAI without any need for designating the same as
confidential or proprietary.
2.2. Obligations. Each party shall treat as confidential all Confidential Information
of the other party, shall not use such Confidential Information except as set forth in this
Agreement, and will not disclose such Confidential Information to any third party except as
expressly permitted herein without the Disclosing Party’s written consent. The Receiving
Party shall use at least the same degree of care which it uses to prevent the disclosure of
its own confidential information of like importance to prevent the disclosure of the
Disclosing Party’s Confidential Information, but in no event less than reasonable care. The
Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse
or unauthorized disclosure of any of the Confidential Information. In the event of any
termination or expiration of this Agreement, each Receiving Party will either return or, at
the Disclosing Party’s request, destroy the Confidential Information of the other Disclosing
Party. Notwithstanding the foregoing, the obligations set forth in this Section 2 shall not
apply with respect to any information to the extent that it is: (a) already rightfully in the
possession of the Receiving Party without restriction prior to the first disclosure hereunder
as shown by records or files; (b) is already or becomes generally available to the public
after the time of disclosure other than as a result of any improper action by the Receiving
Party; or (c) was rightfully disclosed to Receiving Party by a third party without restriction.
The Receiving Party may make disclosures required by law or court order provided that, if
practicable, the Receiving Party provides adequate notice and assistance to the Disclosing
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Party for the purpose of enabling the Disclosing Party to prevent and/or limit the disclosure.
2.3. Remedies. Due to the unique nature of the Confidential Information, the
Receiving Party agrees that any breach or threatened breach of this section of this
Agreement will cause not only financial harm to the Disclosing Party, but also irreparable
harm for which money damages will not be an adequate remedy. Therefore, the Disclosing
Party shall be entitled, in addition to any other legal or equitable remedies, to an injunction
or similar equitable relief against any such breach or threatened breach without the
necessity of posting any bond.
3. Proprietary Rights. 
3.1. Evaluator Data. To the extent Evaluator provides Evaluator Data (as
defined below) in connection with the Software, Evaluator hereby grants to ThirdAI a
worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce,
perform, display, modify, distribute and transmit the Evaluator Data for the sole purposes of
providing the Software to Evaluator as set forth in this Agreement. Evaluator shall retain
all rights, title and interests (including all proprietary and Intellectual Property Rights
(defined below)) in and to the Evaluator Data. “Evaluator Data” means any data or other
content or information provided by or on behalf of Evaluator to ThirdAI in connection with
the Software. Evaluator, not ThirdAI, shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual property ownership or right
to use of all Evaluator Data. Evaluator represents and warrants to ThirdAI that Evaluator
has secured all necessary rights in the Evaluator Data as may be necessary to permit the
access, use and distribution thereof as contemplated by this Agreement. ThirdAI is not
responsible to Evaluator for unauthorized access to Evaluator Data or the unauthorized use
of the Software unless such access is due to ThirdAI’s gross negligence or willful
misconduct. 
3.2. Ownership. As between the parties, ThirdAI owns and retains all rights,
title, and interest, including all related Intellectual Property Rights (defined below), in the
Software, and any technology, templates, or materials used to provide the Software, or
data derived from the Software. This Agreement does not transfer ownership rights of any
kind in the Software, or any related materials to the Evaluator or any third party. The
ThirdAI name, the ThirdAI logo, and the Software names associated with the Software are
trademarks of ThirdAI or third parties, and no right or license is granted to use them.
Evaluator may not use ThirdAI’s name or trademarks without the prior written consent of
ThirdAI. Except for the limited rights and licenses expressly granted to Evaluator hereunder,
no other license is granted, no other use is permitted and ThirdAI (and its licensors) shall
retain all rights, title and interests (including all proprietary and Intellectual Property Rights)
in and to Software, and any technology, templates, materials or software used to provide
the Software, or data derived from the Software. "Intellectual Property Rights" means
unpatented inventions, patent applications, patents, design rights, copyrights, trademarks,
service marks, 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.
3.3. Feedback. Evaluator agrees that ThirdAI is free to collect, use and disclose
aggregate measures of usage and performance, and to reuse all general knowledge,
experience, know-how, works and technologies (including ideas, concepts, processes and
techniques) acquired during provision of the Software hereunder, including that it could
have acquired performing the same or similar services for another customer. Evaluator
may provide ThirdAI with comments, suggestions, ideas, enhancement requests, feedback,
reports, recommendations or other information or feedback concerning the Software
(“Feedback”), and Evaluator hereby grants to ThirdAI a perpetual, irrevocable, non-
exclusive, sublicensable, transferrable license to use such Feedback for any purpose,
including all related Intellectual Property Rights. 
4. Fees. No fees shall be payable by Evaluator for the use of the Software
during the Trial Period. 
5. Term and Termination. Unless earlier terminated as provided below, this
Agreement shall commence on the Effective Date and shall continue for the Trial Period,
unless extended upon mutual written agreement by the parties. This Agreement may be
terminated by either party for any reason or no reason upon thirty (30) days written notice
to the other party, or immediately upon written notice of any
breach or threatened breach by the other party of any provision of this Agreement. Upon
termination or expiration of this Agreement, Evaluator’s license to use the Software will
automatically terminate and ThirdAI will return or delete Evaluator Data, to the extent
provided by Evaluator during the Trial Period. Sections 1.2, 2, 3, and 7 through 9, as well as
this sentence, shall survive any termination or expiration of this Agreement for any reason.
The parties agree that Evaluator shall have no obligation to rent, lease, license or purchase
the Software from ThirdAI after termination or expiration of this Agreement, nor shall
ThirdAI have any obligation thereafter to rent, lease, license or sell the Software to
Evaluator.
1. Errors. In addition, Evaluator shall notify ThirdAI by telephone or electronic
mail to the contact designated from time to time by ThirdAI upon the discovery of a
material error or difficulty in respect of use of the Software. ThirdAI may in its sole
discretion attempt to resolve such error, but shall be under no obligation to do so. 
7. WARRANTY DISCLAIMER. THE PARTIES ACKNOWLEDGE THAT THE
SOFTWARE IS PROVIDED “AS IS” AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN
ANY ENVIRONMENT. THIRDAI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN
FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND THIRDAI EXPRESSLY
EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM
PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED
WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND
USAGE OF TRADE.
8. Limitation of Remedies and Damages. THIRDAI SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA, OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY, (B) FOR ANY
INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO
EVALUATOR OR ANY THIRD PARTIES, OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF
$500.00, EVEN IF THIRDAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIRDAI SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE
CONTROL.
9. Miscellaneous. 
9.1. Governing Law. This Agreement shall be governed by and construed in
accordance with, the laws of the State of Texas without regard to conflicts of law provisions
thereof. The parties agree that any and all disputes arising out of or relating in any way to
this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts
located in Harris County, Texas.
9.2. Waiver. No provision of right, power or privilege under this Agreement shall
be deemed to have been waived by any act, delay, omission or acquiescence on the part of
any party, its agents or employees, but only by an instrument in writing signed by an
authorized representative of each party. No waiver by any party of any breach or default of
any provision of this Agreement by the other party shall be effective as to any other breach
or default, whether of the same or any other provision and whether occurring prior to,
concurrent with, or subsequent to the date of such waiver.
9.3. Severability. 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.
9.4. Entire Agreement. This Agreement, including any referenced attachments
and/or incorporated documents, shall constitute the entire understanding between the
parties regarding the subject matter described herein and supersedes any previous
communications, representations or agreements whether oral or written regarding such
subject matter.
9.5. Modification. No change or modifications of any of the terms or conditions
hereof shall be valid or binding on either party unless made in writing and signed by an
authorized representative of each party making specific reference to this Agreement and
the clause to be modified. 
9.6. Relationship of the Parties. The parties hereto shall each be independent
contractors in the performance of their obligations under this Agreement, and nothing
contained herein shall be deemed to constitute either party as the agent or representative
of the other party, or both parties as joint venturers or partners for any purpose. Each
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party is solely responsible for all of its employees and agents and its labor costs and
expenses arising in connection therewith. Except as expressly provided herein, a party
shall have no right to exercise any control whatsoever over the activities or operations of
the other party, or commit the other party to any obligation or course of action.
9.7. Assignment. Evaluator may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of ThirdAI, which consent shall not
be unreasonably withheld, and any such attempted assignment shall be void. This
Agreement shall be binding on and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
9.8. Notices. All notices hereunder shall be in writing, as may be amended by 
notice pursuant to this subsection, by (a) personal
delivery, (b) certified or registered mail, return receipt requested, (c) overnight courier, or
(d) confirmed electronic email; notices shall be deemed given upon receipt.
9.9. Counterparts. 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.
9.10. Acknowledgement. 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.