EVOLV AI FREE TRIAL TERMS AND CONDITIONS

THESE FREE TRIAL TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERN YOUR ACCESS TO AND USE OF ANY SOFTWARE-AS-A-SERVICE FUNCTIONALITY (“EVOLV AI SERVICES”) MADE AVAILABLE BY OR ON BEHALF OF EVOLV TECHNOLOGY SOLUTIONS, INC. (“EVOLV AI”) DURING A FREE TRIAL PERIOD. BY ACCEPTING THESE TERMS AND CONDITIONS OR ACCESSING OR USING ANY EVOLV AI SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.   IF YOU DO NOT AGREE, DO NOT USE THE EVOLV AI SERVICES.

You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to the terms and conditions of this Agreement. All references to “you” and “your” in this Agreement mean the person accepting these terms as an individual or the legal entity for which the representative is acting, as the case may be.  In the event of a conflict between any provision of a validly executed Services Agreement and/or Order Form for paid Evolv AI Services (“Evolv AI Services
Agreement”) and this Agreement, the terms of this Agreement will prevail with respect to matters within its scope; in all other matters the terms of the Evolv AI Services Agreement will prevail.

1. Evolv AI Services
The Evolv AI Services offerings includes any hardware, software, product, service, feature, functionality, or other technology that is either integrated with another offering or provided on a stand-alone basis by Evolv AI and has been designated by Evolv AI as part of its Evolv AI Services. The Evolv AI Services may include one or more Services that Evolv AI makes available to its customers from time to time, such as Generative AI Software-as-a-Service functionality and/or Automatic Recommendations. The Evolv AI Services may be more fully described in documentation provided to you by Evolv AI at the time you are given access to the Evolv AI Services. Evolv AI does not offer any service level agreement for the Evolv AI Services during the free trial, and Evolv AI is not obligated to provide any maintenance or technical support for the Evolv AI Services. Evolv AI reserves the right to modify, abandon, or impose any limitations on the use of any Evolv AI Services at any time, with or without notice, and without any obligation or liability.

2. Eligibility and Participation

You may participate in the free trial and use Evolv AI Services only upon request and approval by Evolv AI (“us”, “Evolv AI”, or “we’), and/ or by invitation from us, subject to the terms of this Agreement). The Evolv AI Privacy Policy is incorporated by reference and will control for any provisions not addressed in this Agreement. You must always meet the Evolv AI-determined eligibility criteria during the Term (as defined in Section 8 herein). Eligibility criteria includes, without limitation, that you are a customer in good standing with Evolv AI. Additionally, to be eligible to receive the GAI Services, you must have purchased any underlying Evolv AI services that are required to operate the GAI Services. If you cease to meet Evolv AI’s eligibility criteria, then
we may immediately terminate your participation in the free trial. You shall provide any information required by Evolv AI and, if required, create an account to use the Evolv AI Services. You shall follow all instructions from Evolv AI in order to access, use, and create an account for the Evolv AI Services. You shall provide and maintain current, complete, and accurate information as requested by Evolv AI. You shall maintain the confidentiality and security of any password that is created or maintained as part of using the Evolv AI Services. You shall notify us immediately of any unauthorized use of any password or account or of any suspected breach of the account’s security.

3. Right to Use; License Grant
Evolv AI grants you a right to access and use, during the Term, the Evolv AI Services provided by Evolv AI to you. To the extent that access to or use of the Evolv AI Services requires or allows for you to download, use, or install software, Evolv AI grants you a nonexclusive, nontransferable, nonassignable, nonsublicensable, royalty-free license to the software for your internal use solely to access and use the Evolv AI Services during the Term. You acknowledge that your rights under this Section 3 (Right to Use; License Grant) are revocable in Evolv AI’s sole discretion.

4. Free Trial Evolv AI Services are As-Is

EVOLV AI EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY EVOLV AI SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE GAI SERVICES. TO THE EXTENT EVOLV AI CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THE GAI SERVICES ARE BEING PROVIDED AND MADE AVAILABLE ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. YOU AGREE THAT THE EVOLV AI SERVICES: (A) MAY NOT HAVE BEEN EVALUATED FOR REGULATORY COMPLIANCE AND MAY NOT MEET REQUIREMENTS FOR TRANSMITTING, STORING, CREATING, OR OTHERWISE PROCESSING ELECTRONIC PROTECTED HEALTH INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL INFORMATION, OR OTHER SENSITIVE OR CONFIDENTIAL INFORMATION AND YOU SHALL NOT USE EVOLV AI SERVICES FOR SUCH PURPOSES; AND (B) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU. EVOLV AI EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR DATA ACCESSED OR USED IN CONNECTION WITH THE EVOLV AI SERVICES.

5. Feedback

The Evolv AI Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from Evolv AI. You acknowledge the importance of communication between you and Evolv AI regarding your use of the Evolv AI Services during the free trial and agree to receive related correspondence and updates from us.  In the event you request to opt out from such communications, your participation in the free trial will be terminated, and your use of the applicable Evolv AI Services will likewise be discontinued.

As part of using the Evolv AI Services, you may be asked to provide feedback regarding your use of the Evolv AI Services. You acknowledge that Evolv AI owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we chose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you. We may also monitor how you use the Evolv AI Services and use that information to improve the Evolv AI Services or our other products and services.

6. Changes to Evolv AI Services; Suspension, Discontinuance, and Termination of Access and Use

You acknowledge and agree that the form and nature of the Evolv AI Services may change from time to time without prior notice to you. Notwithstanding any provision set forth in this Agreement, Evolv AI may terminate, limit, disconnect, deny access to, discontinue, abandon, modify, or suspend your use of the Evolv AI Services at any time, in Evolv AI’s sole discretion, with or without notice and without any obligation or liability to you or any third party. You acknowledge that your breach of Section 10 (Acceptable Use; Prohibited Uses) may result in immediate suspension, disconnection, or termination of access to the Evolv AI Services.

7. Intellectual Property

You agree that we own all legal rights, title and interest in and to the Evolv AI Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any Evolv AI products or services is granted. Evolv AI hereby owns all subject matter, including intellectual property (and other proprietary) rights, arising from Evolv AI’s utilization of the Content (as defined below in Section 12 (Content)). To the extent you have the right to enforce or license any intellectual property (or other proprietary) rights needed for Evolv AI’s exercise of the rights specified to it under this Agreement, you hereby grant to Evolv AI a perpetual, irrevocable, sublicensable, royalty-free, worldwide license under such rights to exercise (including to utilize the subject matter of) such Evolv AI rights. Except for the license and other rights expressly granted to you in this Agreement, you acknowledge that nothing contained in this Agreement shall be deemed to give you, directly or by implication, estoppel, or otherwise, any rights, forbearances, or waivers under any intellectual property (or other proprietary) rights of Evolv AI.

Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.  Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Evolv AI Services and/or any other aspect of Evolv AI technology.

8. Term and Termination

The term (“Term”) of this Agreement commences as of the date you first access or use the Evolv AI Services as part of the free trial and continues until the earlier of (a) the end of the free trial period for which you registered to use the applicable Evolv AI Service(s); (b) the start date of any subscription to such Evolv AI Service purchased by you for such Service(s); or (c) termination of the trial by Evolv AI in its sole discretion. These terms will remain in effect for as long as you use the Evolv AI Services during the free trial. Upon termination, you will cease using the free trial Evolv AI Services. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations.

9. Modification

We reserve the right to modify or terminate the Evolv AI Services, or your use of the Evolv AI Services, to limit or deny access to the Evolv AI Services and/or participation in the free trial, at any time, in our sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Evolv AI Services and/or your participation in the free trial at any time.

10. Acceptable Use; Prohibited Uses

You agree that your use of the Evolv AI Services is subject to Evolv AI’s Acceptable Use Policy,  which may be updated or modified from time to time. You agree that you shall not: (i) make, use, or offer the Evolv AI Services for lease, rent, or sale, or reproduce, resell, distribute, lend, use on a timeshare or service bureau basis, or otherwise charge fees to other parties for use of the Evolv AI Services; (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Evolv AI Services (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc.); (iii) knowingly or negligently use the Evolv AI Services in a way that abuses, interferes with, or disrupts Evolv AI’s networks; (iv) engage in activity that is illegal, fraudulent, false, or misleading; or (v) use the Evolv AI Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

You agree not to use the Evolv AI Services for highly sensitive or confidential communication and, absent Evolv AI’s express prior written agreement to the contrary, you shall not use the Evolv AI Services for the receipt, use, maintenance, disclosure, storage, transmission, or processing of any regulated data, including, without limitation, electronic protected health information (as defined under the rules and regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996), personal data, personally identifiable information, financial data, education records, or similar sensitive information.

11. Compliance with Laws

You are solely responsible for compliance with all laws that apply to your participation in the free trial and the use, access, and receipt of the Evolv AI Services, including, but not limited to, laws requiring you to provide proper end user notifications and to obtain proper end user consents, which may be necessary to allow Evolv AI and third parties authorized by you or Evolv AI to access, use, and share Content (as defined in Section 12 (Content)). You shall comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export, anti-bribery, foreign corrupt practices, intellectual property, and privacy laws and regulations, in connection with the performance of your obligations under this Agreement, including access to and use of the Evolv AI Services.

12. Content

You may provide, upload, or originate data, content, or other materials in the use of the Evolv AI Services, which may be imported, accessed, used, stored, transmitted, reviewed, extracted, or processed by Evolv AI based on instructions from you or the nature of the Evolv AI Services (collectively, “Content”). Content also includes any resulting derivatives, analytics, outputs, visual text, displays, or data sets created by Evolv AI resulting from the data, content, or other materials or sources provided by you. You consent to Evolv AI’s access, use, collection, maintenance, and storage of Content, product usage data, diagnostic data, and similar content or data for the purpose of product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence, training, testing, and improvement of the Evolv AI Services and Evolv AI’s other products and services, or any combination thereof. Evolv AI may disclose, share (e.g., among its employees, consultants, subprocessors, or other trusted third parties), redistribute, and publish such Content, without identifying you, for such purposes including, without limitation, for internal training purposes. You acknowledge and understand that Evolv AI’s use of Content will be collected, used, stored, organized, structured, disclosed, and processed in harmony with these terms and its Privacy Policy which Evolv AI may update from time to time in its discretion. You are responsible for any claims relating to any Content, including claims that Content violates the rights of another. Evolv AI reserves the right to remove from the Evolv AI Services or its systems any Content that creates a risk to Evolv AI, as determined by Evolv AI. You agree that Evolv AI has no responsibility or liability for the deletion or failure to store Content and other communications maintained or transmitted through use of the Evolv AI Services. You are solely responsible for securing and backing up Content. Wherever possible, you shall use “dummy data” in a nonproduction environment. You represent and warrant that, prior to making any Content available through your use of the Evolv AI Services, you have obtained all necessary consents with respect to the Content for use with the Evolv AI Services, including, without limitation, for the sharing of such Content with Evolv AI, its employees, consultants, and its authorized third parties. Evolv AI may also access, use, preserve, or disclose account information and Content if legally required to do so or on a good faith belief that such access, use, preservation, or disclosure is reasonably necessary to comply with legal process or request; to enforce these terms; to detect or prevent fraud, security, or technical issues; or to protect the rights, property, or safety of Evolv AI, its end users, customers, or the public as permitted by law.

13. Limitation of Liability

IN NO EVENT SHALL EVOLV AI OR ITS  AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT EVOLV AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EVOLV AI’S MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $10.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to hold harmless and indemnify Evolv AI, our affiliates and subsidiaries, officers, directors, agents, and employees from and against any third-party claim arising from or in any way related to (i) your breach of this Agreement, (ii) your use of the Evolv AI Services, or (iii) your violation of applicable laws, rules or regulations in connection with the Evolv AI Services.

15. Confidentiality

You and Evolv AI agree to keep confidential all non-public, proprietary, or confidential information that you and Evolv AI provide to each other in connection with the performance of this Agreement or the Evolv AI Services. You and Evolv AI further agree to disclose Confidential Information (as defined below) that you or Evolv AI receive under this Agreement only to those employees, advisors, and attorneys of yours or Evolv AI’s, as the case may be, who have a strict need to know the information being shared and who are bound by legal or contractual obligations to protect the confidentiality and security of the Confidential Information that are at least as restrictive as the obligations set forth in this Agreement.  “Confidential Information” includes, without limitation, business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential. Notwithstanding the restrictions in this Section 15 (Confidential Information), you and Evolv AI may each disclose Confidential Information received under this Agreement to the extent required by law, regulation, or court order, provided  you or Evolv AI, as the case may be, first (i) notifies the other party, unless providing such notice is prohibited by the applicable legal authority, and (ii) cooperates with reasonable requests of the other party in order to seek a protective order or otherwise prevent or limit the disclosure of the information to third parties.

You and Evolv AI shall keep all Confidential Information received under this Agreement in the strictest confidence until such time as, and only to the extent that, such information is (a) already rightfully known to you or Evolv AI at the time it is received, free from any obligation to keep such information confidential; (b) or becomes publicly known or available through no wrongful act of you or Evolv AI or any third party; (c) rightfully received from a third party without restriction and without breach of this Agreement; or (d) developed by you or Evolv AI without the use of any proprietary, non-public information received under this Agreement. You and Evolv AI shall each take reasonable steps to maintain the privacy and security of the Confidential Information that you and Evolv AI receive, using measures that are at least as protective as those taken to protect information of a similar sensitivity that belongs to you or Evolv AI, but in no event using less than a reasonable standard of care.  In the event of any unauthorized use or disclosure of the other party’s Confidential Information, you and Evolv AI agree to provide notice the affected party of such unauthorized use or disclosure and cooperate to regain control of, and to prevent further unauthorized use or disclosure of, the Confidential Information.

16. General

a. Changes to Terms