1. EVALUATION LICENSE AGREEMENT 1.1 Subject to the terms and conditions of this Agreement, Latent AI will provide Evaluation User with access to the Product, beginning on the date Evaluation User first accesses, downloads, or otherwise uses the Product and continuing for the Evaluation Term (as defined below). Subject to the terms and conditions of this Agreement, Evaluation User may use the Product solely to internally evaluate the Product (the “Purpose”). For the avoidance of doubt, Evaluation User is not authorized to and shall not under any circumstances make any production or revenue generation from the use of the Product. The Product is subject to modification from time to time at Latent AI’s sole discretion, for any purpose deemed appropriate by Latent AI. 1.2 EVALUATION USER ACKNOWLEDGES THAT THE PRODUCT INCLUDES, AND LATENT AI IS ENTITLED TO ACTIVATE, FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT HEREWITH. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Evaluation User will not, and will not permit any third party to: (a) modify, reverse engineer, decompile, or disassemble the Product, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Product (except and only to the extent these restrictions are expressly prohibited by applicable statutory law); (b) encumber, lease, rent, timeshare, loan, sublicense, transfer or distribute the Product; (c) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Product; (d) use the Product, or allow the transfer, transmission, export or re-export of all or any part of the Product, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction; or (e) use the Product for any purpose other than the Purpose or use the Product other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). 2.2 Evaluation User acknowledges and agrees that certain features of the Product may enable Evaluation User to upload or make available certain information and content (“Evaluation User Content”). Evaluation User hereby grants Latent AI a non-exclusive, worldwide license to display, modify, distribute, perform and reproduce such Evaluation User Content for the purpose of making it available to Evaluation User through the Product. Latent AI is not obligated to back up any Evaluation User Content, and Evaluation User expressly agrees that Latent AI shall not be responsible for any accuracy, damage, deletion or destruction of Evaluation User Content. Evaluation User represents and warrants has that it has all rights necessary to (i) disclose Evaluation User Content to Latent AI and permit Latent AI to use the Evaluation User Content as described herein, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). 2.3 Evaluation User hereby agrees to indemnify and hold harmless Latent AI against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Evaluation User’s use of Product. 2.4 In order to make full use of the Product, Evaluation User acknowledges and agrees that it may need to provide Latent AI with certain data and information provided by third parties (“Third Party Content”). Evaluation User shall be solely responsible for ensuring it has all necessary rights to such Third Party Content in order to make such Third Party Content available to Latent AI for use in connection with Latent AI’s provision of the Product to Evaluation User. Evaluation User hereby agrees to indemnify and hold harmless Latent AI against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) arising from any third party claim relating to Latent AI’s use of the Third Party Content to provide the Product to Evaluation User. Evaluation User shall provide reasonable cooperation and assistance to Latent AI to enable Latent AI to adequately integrate such Third Party Content into the Product. Latent AI shall not be liable for any failure to provide the Product to Evaluation User arising out of Evaluation User’s failure to provide Latent AI sufficient access to Third Party Content. 2.5 Evaluation User will be responsible for maintaining the security of Evaluation User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Evaluation User account with or without Evaluation User’s knowledge or consent and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Evaluation User’s use of the Product. 3. CONFIDENTIALITY 3.1 Each party has disclosed or may disclose information relating to the other party’s technology or business (hereinafter referred to as “Proprietary Information”). Latent AI’s Proprietary Information includes, without limitation, the Product and the existence, terms and conditions of this Agreement. 3.2 The receiving party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary information that the receiving party takes with its own proprietary information, but in no event will the receiving party apply less than reasonable precautions to protect such Proprietary Information. Nothing in this Agreement will prevent the receiving party from disclosing (a) the Proprietary Information pursuant to any judicial or governmental order, provided that the receiving party gives the disclosing party reasonable prior notice of such disclosure to contest such order, or (b) the terms of this Agreement to a potential investor or acquirer in connection with bona fide due diligence. 3.3 Evaluation User acknowledges that the Product is not only Latent AI’s Proprietary Information, but is also extremely valuable and considered a highly confidential property of Latent AI. As such, Evaluation User shall take at least the steps that Evaluation User uses to protect its own most confidential information to protect the Product from unauthorized use or disclosure. Evaluation User agrees that access to the Product shall only be given to third-party contractors and employees who have executed non-disclosure agreements, the terms of which are substantially similar to the confidentiality and non-use terms set forth in this Section 3. 4. INTELLECTUAL PROPERTY RIGHTS Except as expressly set forth herein, Latent AI alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Product and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Evaluation User or any third party relating to the Product, which are hereby assigned to Latent AI. Evaluation User will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Latent AI may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Product’s performance and Latent AI alone shall retain all intellectual property rights relating thereto. This Agreement is not a sale and does not convey to Evaluation User any rights of ownership in or related to the Product, or any intellectual property rights. 5. TERM; TERMINATION 5.1 The term of this Agreement shall begin on the date the Evaluation User clicks accept and shall continue for thirty (30) days the “Evaluation Period”). 5.2 Either party may terminate this Agreement at any time for its convenience by providing written notice to the other party. All licenses shall terminate immediately. 5.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. 6. WARRANTY DISCLAIMER THE PRODUCT AND PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. LATENT AI (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 7. LIMITATION OF LIABILITY IN NO EVENT WILL LATENT AI (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, PRODUCT OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCT OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE PRODUCT OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF LATENT AI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF LATENT AI, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 8. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Evaluation User except with Latent AI’s prior written consent. Latent AI may transfer and assign any of its rights and obligations under this Agreement with written notice to Evaluation User. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Evaluation User does not have any authority of any kind to bind Latent AI in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Latent AI will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. Evaluation User agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Latent AI. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY 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.