Trial Agreement

This Trial Agreement (“Agreement”) is entered into between the Company (as defined below) and the Customer identified during the registration process (“Customer” or “You”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the term “You” will refer to such entity and its affiliates. If the legal entity that you represent does not agree with this Agreement, you must not accept this Agreement or use the Platform. By checking the acceptance box below, the authorized signatory confirms acceptance of this Agreement on behalf of Customer.

1.Definitions

“Administrator” means the individual(s) authorized by Customer to configure and manage the Platform via the Platform's administrative console.

“Authorized Users” means Customer’s employees, contractors, and agents who are subject to the Platform’s policy enforcement.

“Company,” “We,” “Us,” or “Our” means (i) Accomplish AI, Inc. for Customers whose principal place of business is located in the United States of America, or (ii) Accomplish Ltd. for Customers whose principal place of business is located outside the United States of America.

“Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement, including without limitation: (i) the Platform itself, its features, user interface, functionality, technical architecture, and performance characteristics; (ii) technical data, trade secrets, algorithms, and methodologies; (iii) business plans, product roadmaps, pricing, and customer information; and (iv) any materials, documentation, or demonstrations provided by Company. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

“Customer,” “You,” or “Your” means the company or other legal entity for which the authorized signatory is accepting this Agreement.

“Data Protection Laws” means all applicable laws, statutes, regulations, rules, and binding regulatory guidance of the United States, at the state or federal level, relating to data privacy, data security, or the protection of Personal Information.

"Effective Date" means the date on which Customer first accepts this Agreement.

“Platform” means Company's software solution that provides a secure environment for the operation of AI-driven agents on Authorized Users' devices, with organizational policies configured and enforced through an administrative console.

“Security Breach” means unauthorized access to, acquisition of, or disclosure of Personal Information in Company’s possession or control.

“Trial Period” means the period commencing on the Effective Date and continuing for three (3) months, unless earlier terminated or extended in accordance with this Agreement.

The terms “business”, “business purpose”, “controller”, “de-identified”, “Personal Information”, “processing”, “Sale”, “Share” and “service provider” shall have the meanings ascribed to them under applicable Data Protection Laws. Where Applicable Personal Information shall be deemed to be “Personal Data”, as these terms are defined under Data Protection Laws.

2.Trial License

2.1.Grant. Subject to the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Trial Period solely for Customer’s internal evaluation purposes.

2.2.No Consideration. This trial is provided at no charge. No fees, royalties, or other consideration are due from either party under this Agreement.

2.3.No Obligation. Nothing in this Agreement shall be construed as creating any obligation on Customer to enter into any commercial agreement, subscription, or business relationship with Company following the Trial Period, or an obligation on Company to continue providing the Platform beyond the Trial Period.

2.4.Experimental Services. The Platform is provided in an early stage and may be described or treated as beta, experimental, evaluation, preview, or development offering. The Platform may contain errors, defects, bugs, security vulnerabilities, and interruptions, and may generate inaccurate, incomplete, or unintended results. Customer is responsible for evaluating the Platform and determining whether it is suitable for Customer’s use.

2.5.Future Paid Features. The Platform is currently provided to Customer free of charge. If Company introduces paid features or service levels in the future, Company may require Customer to agree to additional terms as a condition of using such paid features. If Customer does not agree, Customer may continue using the free features (if offered) or stop using the Platform.

2.6.Restrictions. Customer shall not: (a) sublicense, sell, lease, or distribute the Platform to any third party; (b) reverse engineer, decompile, or disassemble any component of the Platform; (c) use the Platform for any purpose other than internal evaluation; (d) remove or alter any proprietary notices; or (e) use the Platform in violation of applicable law.

3.Trial Period And Termination

3.1.Duration. The Trial Period shall be three (3) months from the Effective Date.

3.2.Extension. Company may, at its sole discretion, extend the Trial Period by providing written notice (including email) to Customer.

3.3.Termination for Convenience. Either party may terminate this Agreement at any time, for any reason or no reason, by providing written notice (including email) to the other party. Termination shall be effective immediately upon delivery of such notice.

3.4.Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights granted to Customer hereunder shall immediately cease; (b) Customer shall promptly uninstall and remove all components of the Platform from its systems and devices; and (c) each party shall return or destroy the other party’s Confidential Information. Sections 5, 6, 7, 8, 9, 10, and 11 shall survive termination.

4.Customer Responsibilities

4.1.Administrator Designation. Customer shall designate at least one Administrator who will be responsible for configuring policies and managing Platform access.

4.2.Authorized User Compliance. Customer is responsible for ensuring that all Authorized Users comply with this Agreement and any applicable organizational policies configured through the Platform.

4.3.Internal Notifications. Customer acknowledges that the Platform operates on Authorized Users’ devices. Customer is solely responsible for providing any notices to Authorized Users required by applicable law regarding the deployment and operation of the Platform.

5.Intellectual Property

5.1.Company IP. All rights, title, and interest in and to the Platform, including all related intellectual property rights, are and shall remain the exclusive property of Company and its licensors. This Agreement does not convey to Customer any interest in or to Company’s intellectual property. Nothing in this Agreement constitutes a waiver of Company’s intellectual property rights under any law.

5.2.No Implied Rights. All rights not expressly granted to Customer under this Agreement are reserved by Company and its licensors.

5.3.Feedback. To the extent Customer provides Company any feedback, comments, or suggestions regarding the Platform (“Feedback”), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Company shall exclusively own all Feedback and may use, reproduce, modify, and incorporate such Feedback into the Platform or any of Company’s current or future products or services, without obligation or compensation to Customer.

6.Confidentiality

6.1.Obligations. Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for purposes of this Agreement. Without limiting the foregoing, Customer acknowledges that the Platform, including its features, design, user interface, and technical capabilities, constitutes valuable Confidential Information of Company and shall not be disclosed, demonstrated, or described to any third party without Company’s prior written consent.

6.2.Compelled Disclosure. A receiving party may disclose Confidential Information to the extent required by law or legal process, provided it gives the disclosing party prompt notice (where legally permitted) and reasonable assistance in contesting such disclosure.

6.3.Duration. The obligations under this Section 6 shall survive for five (5) years following termination or expiration of this Agreement, and with respect to trade secrets, for so long as such information constitutes a trade secret under applicable law.

7.Data And Privacy

7.1.Scope. To the extent Company processes Personal Information on behalf of Customer in connection with this Agreement, and to the extent Data Protection Laws apply to such processing, this Section 7 shall apply.

7.2.Purpose of Processing. Company may process Personal Information solely for the purpose of providing, maintaining, securing, and supporting the Platform and for the permitted purposes set forth under applicable Data Protection Laws and this Agreement, unless required otherwise under applicable laws.

7.3.Roles of the Parties. With respect to Personal Information processed on Customer’s behalf, Company is the processor (or service provider, as applicable), and Customer is the controller (or business, as applicable). The parties acknowledge that any processing of Personal Information by the parties under this Agreement does not constitute a disclosure, transfer, or other making available of Personal Information in exchange for monetary or other valuable consideration, and that, for the avoidance of doubt, no Sale or Share of Personal Information occurs as a result of this Agreement.

7.4.Customer’s Duties and Restrictions. Customer shall ensure that Personal Information made available to Company does not violate the rights of individuals and has been collected in a lawful manner in accordance with applicable Data Protection Laws, and that all instructions for processing given to Company comply with applicable laws.

7.5.Company’s Duties and Restrictions. Company shall comply with all applicable Data Protection Laws with respect to Personal Information that it processes on Customer’s behalf pursuant to this Agreement. Without limiting the foregoing, Company shall:

7.5.1not process the Personal Information other than on Customer’s documented instructions;

7.5.2not retain, use or disclose the Personal Information disclosed to it or collected by it (or on its behalf) in connection with this Agreement, outside the direct business relationship between Customer and Company, unless otherwise permitted under Data Protection Laws;

7.5.3not combine Personal Information of individuals that it collects or receives from or on behalf of Customer with Personal Information it receives from or on behalf of another person, or collects from its own interaction with such individuals, unless and solely to the extent necessary to perform the business purpose;

7.5.4not to sell or share for cross contextual behavioral advertising, any Personal Information it processes on behalf of Customer;

7.5.5notify the Customer without undue delay in the event Company suffers a Security Breach affecting the Customer and reasonably assist Customer to comply with its legal obligations under Data Protection Laws, including by assisting Customer in satisfying its notification obligations under applicable law;

7.5.6notify the Customer if it is unable to comply with its obligations under this Section 7 or Data Protection Laws.

7.5.7be entitled to aggregate and de-identify Personal Information derived from Customer and Authorized Users' use of the Platform, and to use such data for its own business purposes, including analytics, billing, and product improvement, while complying with applicable Data Protection Laws’ requirements regarding processing of de-identified data.

7.6.Subcontractors. Company may engage other persons or entities to assist it in processing Personal Information on behalf of Customer (each, a "Subcontractor"). Company shall make available a list of its Subcontractors upon Customer’s request and shall notify Customer of any new Subcontractor. Customer may object to a new Subcontractor on reasonable grounds related to data protection, in which case the parties shall negotiate in good faith to reach an amicable solution. To the extent the parties do not reach an amicable solution, either party may terminate the portion of the Agreement that requires processing by such Subcontractor. Company shall enter into a written contract with each Subcontractor providing protection for Personal Information equivalent to that set forth herein and shall remain responsible for the performance of its Subcontractors.

7.7.Assistance. Company will reasonably cooperate and assist Customer, at Customer’s expense, in a timely manner, with requests reasonably necessary for Customer to comply with its obligations under Data Protection Laws, including responding to data subject requests, requests from supervisory authorities and conducting and documenting data protection assessments.

7.8.Local Processing. The Platform’s local component operates on Authorized Users’ devices. Company does not use the content of Authorized Users’ AI interactions for the purposes of training, developing, or improving Company’s models or algorithms. Customer’s use of third-party AI models is governed by Customer’s own agreements with those model providers, using Customer’s own credentials, and Company is not responsible for those models.

7.9.Security Measures. Company shall implement and maintain physical, technical and organizational security measures appropriate to the nature of the Personal Information, designed to protect Personal Information against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure of or access to such Personal Information.

7.10.Deletion and Return. Upon Customer’s written request following termination or expiration of this Agreement, Company shall delete or return Personal Information processed on Customer’s behalf, except to the extent that retention is required by applicable law or otherwise permitted under this Agreement including Section 7.5.7.

8.Disclaimer Of Warranty

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, ACCURACY, OR COMPLETENESS. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT OR RESULT GENERATED WITHIN THE PLATFORM. THE PLATFORM UTILIZES ARTIFICIAL INTELLIGENCE THAT MAY PRODUCE UNPREDICTABLE, INACCURATE, OR UNINTENDED OUTPUTS. COMPANY MAKES NO WARRANTIES REGARDING AI-GENERATED OUTPUTS OR AGENT BEHAVIOR. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ANY OUTPUTS OR RESULTS BEFORE RELYING ON THEM. CUSTOMER ASSUMES ALL RISK ARISING FROM USE OF THE PLATFORM DURING THE TRIAL PERIOD. COMPANY IS NOT RESPONSIBLE FOR THE PERFORMANCE, ACCURACY, LEGALITY, OR BEHAVIOR OF ANY THIRD-PARTY AI MODEL USED IN CONNECTION WITH THE PLATFORM.

9.Limitation Of Liability

9.1.EXCLUSION OF DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR: (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE PLATFORM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2.CAP ON LIABILITY. IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM EXCEED FIVE HUNDRED U.S. DOLLARS (US$500.00).

9.3.BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.Indemnification

Customer will indemnify, defend, and hold harmless Company, its affiliates, employees, and agents (the “Indemnified Parties”) from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit, or proceeding by a third party alleging that: (a) Customer’s use or configuration of the Platform infringes or misappropriates a third party’s intellectual property rights or violates applicable law; (b) Customer’s deployment of the Platform on Authorized Users’ devices violates any applicable employment, privacy, or data protection law; or (c) Customer’s use of the Platform is in violation of this Agreement.

11.General Provisions

11.1.Governing Law. This Agreement shall be governed by the laws of the State of New York (for Customers whose principal place of business is in the United States) or the laws of the State of Israel (for all other Customers), in each case excluding rules as to choice and conflicts of law. The courts located in New York, New York or Israel (as applicable) shall have exclusive jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2.Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, whether oral or written.

11.3.Amendments. This Agreement may not be modified except by a written instrument signed by both parties, or by Company’s posting of updated terms with reasonable notice to Customer.

11.4.Assignment. Customer may not assign or transfer this Agreement without Company’s prior written consent. Company may assign this Agreement without restriction.

11.5.Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.6.Notices. Notices under this Agreement shall be sent to the email addresses provided during registration or as otherwise updated by a party in writing.

11.7.No Waiver. Failure by either party to enforce any right hereunder shall not constitute a waiver of such right.

11.8.Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.

11.9.No Publicity. Neither party shall use the other party’s name, logo, or trademarks in any press release, public statement, marketing material, or client list without the prior written consent of the other party.

11.10.Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause beyond such party’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government restrictions, network or infrastructure failures, or power outages.

11.11.No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, Authorized Users are not third-party beneficiaries to Customer’s rights under this Agreement.