Software Services Evaluation Agreement
This Software Services Evaluation Agreement sets forth the terms and conditions under which Sanas.AI Inc. (“Sanas”, “we”, “us”, or “our”) provides Software Services to you (“you”, “your”, or “Evaluator”). By accessing or using the Sanas Software Services you agree to be bound by the terms of this Agreement.
Sanas and Evaluator may be referred to in this Agreement, individually as a “Party” and, collectively, as the “Parties”.
- Purpose
This Agreement governs the limited-time evaluation of the Software Services (“Software Services”) provided by Sanas to assess its feasibility, performance, features, and suitability. The purpose of this Agreement is to permit the Evaluator, including its affiliates and authorized users, to access and use the Software Services solely for internal evaluation and testing purposes, and not for any commercial or production use.
2. License Grant & Restrictions
2.1. License Grant for Software Services
During the subscription term and subject to this Agreement terms, Sanas grants Evaluator a limited, revocable, non-exclusive, worldwide, non-sublicensable, and non-transferable license to use the Software Services for internal business purposes, strictly in accordance with the Agreement terms .
2.2. Evaluator Responsibilities
- Evaluator may permit its users to access the Software Services solely for its benefit and in compliance with this Agreement terms.
- Evaluator is responsible for ensuring that all users adhere to the terms of this Agreement, including restrictions on use.
2.3. License Restrictions
Evaluator agrees that neither it nor any third-party will:
- Use the Software Services beyond the permitted scope.
- Reverse-engineer, decompile, disassemble, or attempt to access the source code.
- Modify, adapt, or create derivative works of the Software Services.
- Remove or alter proprietary notices.
- Violate any applicable laws or third-party rights while using the Software Services.
Evaluator acknowledges that it has no rights to the Software Services' source code.
3. Confidentiality
Each party (the “Receiving Party”) and (the “Disclosing Party”) agrees to protect the other party's confidential information and not disclose it to third parties, except to employees with a need to know or as required by law. The Receiving Party will take reasonable precautions to safeguard the information and will return or destroy it upon termination of this Agreement. confidential information does not include information that becomes public, was known before disclosure, is disclosed by a third party without restriction, or was independently developed. The Receiving Party may disclose confidential information if required by law but must provide notice to the Disclosing Party to contest such disclosure.
4. Intellectual Property
4.1 Evaluator IP: Evaluator recordings and any Optimized Evaluator Recordings (“Optimized Evaluator Recordings”) are considered the Evaluator’s Confidential Information and Evaluator intellectual property (“Evaluator IP”). Evaluator may only use Sanas IP as embedded in or part of the Evaluator Recordings and Optimized Evaluator Recordings, but not separately or apart from them.
4.2 Sanas IP: Any underlying intellectual property, including pre-existing intellectual property, developments, software, and enhancements, contained in the Optimized Evaluator Recordings will remain the exclusive property of Sanas (Sanas IP). Evaluator acknowledges that Sanas (and its licensors, if applicable) retains all rights to the Software Services and any related intellectual property, including feedback or suggestions from the Evaluator, which will be assigned to Sanas.
Evaluator will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted by the terms of this Agreement.
This Agreement does not constitute a sale and does not transfer any ownership rights in the Software Services or intellectual property to the Evaluator.
5. Indemnification
5.1 By Sanas: Sanas will indemnify and hold harmless Evaluator and its representatives from third-party claims arising from alleged intellectual property infringement of the Software Services, excluding cases where the infringement results from Evaluator’s specifications, modifications, or if Evaluator’s use is not strictly in accordance with this Agreement terms and related documentation.
5.2 By Evaluator: Evaluator will indemnify and hold harmless Sanas and its representatives from third-party claims arising from violations of intellectual property rights or from Evaluator content or its use of the Software Services.
6. Termination
6.1 Term Period: This Agreement will remain in effect for the term specified in the applicable order form, unless terminated earlier in accordance with the terms of this Agreement.
6.2 Termination by Notice: Either party may terminate this Agreement for any reason by written notice to the other party.
6.3 Effect of Termination: Upon termination, the Evaluator will immediately cease using the Software Services and any related materials provided by Sanas. Both parties will promptly return or destroy any Confidential Information belonging to the other party as per the confidentiality provisions in this Agreement.
6.4 Survival: The termination of this Agreement will not affect any rights or obligations that have accrued prior to the termination date, including but not limited to confidentiality, indemnification, and intellectual property rights.
7. WARRANTIES
7.1 Mutual Warranties
Each Party warrants it has the full power to enter into this Agreement and that it does not conflict with any other agreements.
8. WARRANTY DISCLAIMER
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SOFTWARE SERVICES AND SANAS CONFIDENTIAL INFORMATION, AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT TERMS, ARE PROVIDED "AS-IS" FOR THE DURATION OF THE EVALUATION PERIOD, WITHOUT ANY WARRANTIES OF ANY KIND. SANAS (AND ITS AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THIS AGREEMENT OR ANY USE OF THE SOFTWARE SERVICES, HOWEVER CAUSED AND UNDER ANY CIRCUMSTANCES, EVEN IF THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY CLAIM RESULTING FROM EITHER PARTY’S BREACH OF CONFIDENTIALITY OR ANY THIRD-PARTY CLAIM ALLEGING THAT ALL OR ANY PART OF THE SOFTWARE SERVICES INFRINGES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
10. PRIVACY AND DATA PROTECTION
Where applicable, Sanas will process personal data in accordance with, and for the purposes defined in, its Data Protection Agreement (DPA), available at https://www.sanas.ai/data-processing-agreement. The DPA forms part of this Agreement by reference and governs Sanas’ obligations regarding the processing, and protection of personal data in connection with the Software Services.
11. AVAILABILITY & SUPPORT
Sanas shall undertake commercially reasonable efforts to make the Software Services available in accordance with the Service Level Agreement (“SLA”) available at https://www.sanas.ai/service-level-agreement.
12. MISCELLANEOUS
12.1 Force Majeure
Sanas will not be liable for failure to perform due to circumstances beyond its reasonable control.
12.2 Relationship of the Parties
The Parties are independent contractors, and this Agreement terms does not create a joint venture or partnership.
12.3 Audit
Sanas may audit the Evaluator’s use of the Software Services to ensure compliance with this Agreement terms, with prior notice.
12.4 Severability
If any provision is found to be invalid or unenforceable, the remaining provisions will continue to be valid.
12.5 Governing Law
This Agreement terms will be governed by the laws of the State of California, without regard to its conflicts of law principles.