Evaluation Agreement

Version
1.0

Effective Nov 21, 2024

Evaluation Agreement

This Evaluation Agreement (the “Agreement”) is between you (“Customer,” “you,” or “your”) and Jasper AI, Inc. (“Jasper,” “we,” “our,” or “us”). This Agreement governs your access to and use of the Services solely for your internal evaluation purposes during the Evaluation Period. This Agreement shall apply only if it is expressly referenced in an Order Form, Master Partner Agreement, or other agreement (an “Ancillary Agreement”) entered into between the Parties and is effective as of the effective date of the Ancillary Agreement (the “Effective Date”). Jasper and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

The Parties agree as follows:

1. Definitions

“Customer Property” means (i) the Input, (ii) the Output, and (iii) any content (including text, images, illustrations, charts, tables, and other materials) and any Customer and/or User Personal Data supplied by Customer to Jasper, either directly through the Service or indirectly through the integration with a Third Party Product, to which Customer owns or has permission to use the Intellectual Property Rights therein.

“Documentation” means all documentation and other instructional material made available by Jasper regarding the use of the Services.

“Evaluation Period” means the time period starting on the Effective Date and ending (i) on the date specified in the Ancillary Agreement, or (ii) thirty (30) days from the Effective Date, if not otherwise specified.

“Input” means the information Customer or its Users input via prompts into the Services to which Customer owns or has permission to use the Intellectual Property Rights therein. For the avoidance of doubt, Input shall not be deemed to include any Jasper Property.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Jasper Property” means (i) the Services, (ii) the Documentation, (iii) all content and other materials and software supplied by Jasper in connection with, or used by Jasper in providing, any Services, and (iv) Jasper’s Intellectual Property Rights. For the avoidance of doubt, Jasper Property shall not be deemed to include the Output.

“Output” means the output generated and returned by the Services based on the Input. For the avoidance of doubt, the Output shall not be deemed to include any Jasper Property.

“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

“Service” or “Services” means the software services and platform provided by Jasper, including (i) the web and other user interfaces, applications, and software provided to Users, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.

“Users” means all users that are authorized to access Customer’s account on the Services.

2. Services

(a) Provision of Services. Subject to the terms and conditions of this Agreement and for the Evaluation Period, Jasper hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for your internal evaluation purposes by Users.

(b) Reservation of Rights. Jasper reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, Customer or any third party any intellectual property rights or other right, title, or interest in or to the Jasper Property.

(c) Support. This Agreement does not entitle you to any support, maintenance, upgrades, or modifications for the Services.

(d) Platform Guidelines. Customer hereby acknowledges that it will at all times comply with, and ensure that all of its Users comply with, the platform guidelines accessible at legal.jasper.ai/#usage-policies, which are hereby incorporated by reference (the “Platform Guidelines”).

3. No Fees

Jasper and Customer agree that no fees will be payable under this Agreement in exchange for the access granted under this Agreement. Customer acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

4. Intellectual Property Ownership

(a) Jasper Property. As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Jasper Property.

(b) Customer Property. As between you and us, you own all right, title, and interest, including all intellectual property rights, in and to Customer Property.

(c) License to Jasper. You hereby grant to Jasper a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Property and perform all acts with respect to the Customer Property as may be necessary for Jasper to provide the Services to you. You will ensure that Customer Property and any User’s use of Customer Property will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Property.

(d) Feedback. If you or any of your employees, contractors, or agents send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other...

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