Proof of Concept Terms of Use

1. GENERAL

The following terms and conditions define the conditions of access and use of the Innomesh™ Platform (“Product”) for evaluation purposes. Any use of the Product for evaluation purposes is subject to the terms and conditions described herein and the Purchase Order concluded between Innomate Pty Ltd (“Innomate”) and the Licensee (jointly, the “Evaluation Agreement”).

For general terms please see Terms of Use and Conditions of Sale.

Definitions

For the purposes of this Evaluation Agreement, the following terms shall have the meanings set forth below:

"Product" refers to the Innomesh™ Platform.
"Licensee" refers to the entity or individual entering into this Evaluation Agreement with Innomate.
"Confidential Information" refers to any proprietary or confidential information disclosed by either party.

2. PREAMBLE

The purpose of the PoC – Proof of Concept – is to grant the Licensee with a right to use the Product for evaluation purposes only. As such, the Licensee will be only granted the use of a pre-production environment.

The Evaluation Agreement applies to the following two evaluation models:

On premise: Components of the Product are hosted in an environment owned by the Licensee.
On SaaS: Components of the Product are hosted on a platform provided by Innomate and accessed through the Web (“Web Access”).

3. LICENSE GRANT

Subject to the terms and conditions of the Evaluation Agreement, Innomate hereby grants the Licensee the right to access and use the Product. This license is a worldwide, non-exclusive and non-transferable right to use the Product, for the duration and scope described in the Purchase Order accepted by the Parties (“Purchase Order”), solely for evaluation purposes, which excludes any use for commercial purposes of any kind.

4. SERVICES

Upon the Licensee’s request and subject to the payment of additional fees, Innomate may agree to provide certain services related to the evaluation of the Product. Such services shall be set forth in a separate Purchase Order.

5. RESTRICTIONS

As part of the SaaS evaluation model, the Licensee agrees not to interfere or disrupt the Services, including Innomate’s or Innomate’s hosting provider servers, and to comply with the recommendations, procedures and rules that will be communicated by Innomate to the Licensee during the term of the Evaluation Agreement.

6. INTELLECTUAL PROPERTY

The Evaluation Agreement does not transfer any intellectual property rights (including but not limited to the Product and any modifications, enhancements, improvements or any algorithms, methodologies, models, and data included in or provided with the Product). Innomate, and/or its licensors, will retain all ownership and intellectual property rights to anything provided, developed, or delivered under this Evaluation Agreement.

The Licensee acknowledges that the Service may contain or be accompanied by certain third-party software (“Third-Party Products”). Third-Party Products may be subject to special license notices and terms and/or conditions of use (“Third-Party Notices”). The Licensee shall take all reasonable steps to prevent unauthorised use, access, copying or disclosure of Innomate’s intellectual property, and the Licensee shall promptly inform Innomate, in writing, of any known unauthorised use of the Innomate intellectual property.

The Licensee shall not (and shall not permit any third-party to), (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocol of the Product; (ii) modify, adapt, or translate the Product; (iii) resell, distribute, sublicense, or make any commercial use of the Product; (iv) remove or modify any proprietary marking or restrictive legends placed on the Product; (v) use the Product in violation of any applicable law or regulation or for any purpose not specifically permitted in this Evaluation Agreement; or (vi) introduce into the Product any software, virus, worm, or malware of any kind; or (vii) use the Product in any manner that is contrary to the Evaluation Agreement.

7. CONFIDENTIALITY

Each Party agrees to treat as strictly confidential all information, regardless of its nature and support, collected by the parties during the performance of the Evaluation Agreement (“Confidential Information”). Confidential Information includes financial data, product descriptions, any descriptions, product development concepts or ideas, database descriptions and business structures, flows or processes, and business information (including without limitation, computer programs, programs, software, databases, names and areas of expertise of employees, suppliers, and consultants, Licensees' lists, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and all other plans, forecasts, strategies and information of a technical, functional, financial, economic, legal, operational nature) that are confidential, non-public, competitively sensitive, private, and/or proprietary, and which are disclosed by one party under this Evaluation Agreement to the other party. These confidentiality provisions apply to all information, whether marked “Confidential” or confidential by nature, including without limitation, the Product and Documentation. The confidential obligations of this Evaluation Agreement shall not apply to: (i) information that is or becomes part of the public domain prior to or subsequent to its disclosure, without breaching any obligation under this Evaluation Agreement, (ii) information that is lawfully acquired from a third-party, without any restriction or breach of the Evaluation Agreement, (iii) information that is published, without such publication constituting a breach of the Evaluation Agreement, (iv) information already known by either party, where such knowledge can be demonstrated through appropriate existing documentation, or (v) information resulting from internal developments undertaken in good faith by employees of either party who have not had access to such information, (vi) information that is required to be disclosed in accordance with any judicial or governmental order.

This section shall survive for a period of three (3) years following the end of the Evaluation Agreement.

8. LICENSEE’S DATA

8.1 OWNERSHIP OF LICENSEE’S DATA The Parties agree that the Data used, processed, hosted, saved, or stored by Innomate or its suppliers on behalf of the Licensee, or on the initiative of the latter, are and will remain the property of the Licensee. 8.2 CONFORMITY OF LICENSEE’S DATA The Licensee undertakes to process, distribute, download, or transmit through the Product, only the information and Data which the use does not infringe any intellectual or industrial property right or any other proprietary right, or that does not constitute a criminal offence. Innomate shall not be held responsible in case of processing, use, storage, or collection by the Licensee of Data, of which the nature does not respect the applicable laws in the countries where the data is hosted, displayed, or used. In the event that Innomate is informed that all or part of the Data does not comply with the regulations in force, or if it is suspected that the character of the Data is inappropriate, misleading or abusive or that it represents a risk of infringement of the law, Innomate reserves the right to terminate forthwith this Evaluation Agreement and notify the Licensee in writing, without prejudice to any other right or remedy Innomate may claim. 8.3 ACCESS TO LICENSEE’S DATA When the Product is provided through a Web Access, the Licensee grants Innomate the right to access its Data solely to enable Innomate to perform its obligations in accordance with the Evaluation Agreement

9. LIABILITY

To the extent allowed by applicable laws, the Licensee agrees and acknowledges that under no circumstances shall Innomate be held liable for any direct or indirect damages resulting from the use of the Product (including but not limited to, when relevant, the access to a remote server) and from the performance of certain services subject to this Evaluation Agreement. For general liability terms please see Terms of Use and Conditions of Sale.

10. TERM AND TERMINATION

10.1 TERM If no duration is provided in the Purchase Order, the Evaluation Agreement is concluded for a period of three (3) months. 10.2 TERMINATION FOR BREACH Innomate reserves the right to terminate the Evaluation Agreement without judicial intervention in the event that the Licensee uses the Product in a way not authorized by this Evaluation Agreement and such use will constitute an infringement of Innomate’s intellectual property rights. Innomate also reserves the right to terminate the Evaluation Agreement at any time in case of default of or late payment by the Licensee. 10.3 EFFECTS OF TERMINATION After expiration or termination of the Evaluation Agreement, the Licensee shall cease the use of the Product and shall decommission the Product from its computers or servers. Each party shall destroy, or if requested by the other party, return all Confidential Information to which it has been given during the performance of the Evaluation Agreement.

11. Compliance with Laws

Both parties agree to comply with all applicable laws, regulations, and ordinances relating to their performance under this Evaluation Agreement.

12. Audit Rights

Innomate reserves the right to audit the Licensee's use of the Product to ensure compliance with the terms of this Evaluation Agreement. Any such audit will be conducted during regular business hours and with reasonable notice.

13. Data Protection and Privacy

Both parties shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and Australia's Privacy Act.

14. Indemnification

The Licensee agrees to indemnify, defend, and hold harmless Innomate from and against any and all claims, liabilities, damages, and expenses (including legal fees) arising from the Licensee's use or misuse of the Product.

15. Dispute Resolution

Any disputes arising out of or in connection with this Evaluation Agreement shall first be attempted to be resolved through amicable negotiations. Failing that, disputes shall be resolved through arbitration, with the laws of New South Wales governing the arbitration proceedings.

16. Severability

If any provision of this Evaluation Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

This Evaluation Agreement constitutes the entire understanding between the parties and supersedes all prior oral agreements, understandings, or arrangements between the parties relating to the Product.

18. Amendments

This Evaluation Agreement may only be amended in writing and with the consent of both parties.

19. Assignment

Neither party may assign their obligations or rights under this Evaluation Agreement to a third party without the prior written consent of the other party.

20. Notices

All notices or other communications required or permitted by this Evaluation Agreement shall be in writing and sent by email, certified mail, or another method that provides for proof of delivery.

21. Survival

The provisions concerning Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability shall survive the termination of this Evaluation Agreement.