Kepler Free Trial Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ENTERING INTO IT WITH STRADIGI AI INC., A CORPORATION INCORPORATED UNDER THE FEDERAL LAWS OF CANADA.

BY CLICKING ON THE “I AGREE” BUTTON, YOU ARE CONFIRMING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AGREE TO ALL OF ITS TERMS AND CONDITIONS, AND CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. AGREEING TO AND BECOMING A PARTY TO THIS AGREEMENT IS REQUIRED IN ORDER FOR YOU TO ACCESS AND USE STRADIGI AI’S PLATFORM.

IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON. YOU WILL THEN NOT BE ABLE TO ACCESS AND USE THE PLATFORM.

BY CLICKING ON THE “I AGREE” BUTTON ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT TO STRADIGI AI THAT: (I) YOU HAVE FULL POWER AND AUTHORITY TO BIND YOUR EMPLOYER OR THE ENTITY TO THIS AGREEMENT; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) THAT YOU AGREE TO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR THE ENTITY.

IF YOU DO NOT HAVE POWER OR AUTHORITY TO BIND YOUR EMPLOYER OR THE ENTITY, DO NOT CLICK ON THE “I AGREE” BUTTON. YOU WILL THEN NOT BE ABLE TO ACCESS AND USE THE PLATFORM.

IF YOU ENTER THIS AGREEMENT PERSONALLY, THE WORDS “CLIENT” AND “USER” IN THE AGREEMENT SHALL MEAN YOU.

IF YOU ENTER THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, THE WORD “CLIENT” IN THE AGREEMENT SHALL MEAN YOUR EMPLOYER OR THE OTHER ENTITY, AS THE CASE MAY BE, AND THE WORD “USER” SHALL MEAN THE PERSONS AUHTORIZED BY THE CLIENT TO ACCESS AND USE THE PLATFORM.

IN CONSIDERATION OF THE COVENANTS SET OUT BELOW AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. Free Subscription. Subject to Client’s and Users’ compliance with this Agreement, Stradigi AI hereby grants to Client a non-exclusive, non-transferable right to access and use Stradigi AI’s proprietary artificial intelligence platform (“Platform”) at no cost, for evaluating whether to enter into a paying subscription to the Platform.
   
   
2. Term and Termination. The term of this Agreement begins on the Effective Date and, unless terminated earlier hereunder, will expire 30 days thereafter. Client may access and use the Platform during 14 consecutive days commencing on a date to be set by the Parties and expiring no later than on the expiration date of this Agreement.  Stradigi AI may terminate this Agreement at its sole discretion upon notice to Client, without any liability to Client.
   
   
3. Client Responsibilities
   1. Users. Client shall appoint no more than the number of users agreed to by the Parties (“Users”) and ensure that Users comply at all times with this Agreement. Client shall arrange for all Users to approve the Platform’s privacy policy and agrees that access to the Platform will not be granted to Users who do not approve the policy. Users shall use the Platform in accordance with the information and directions found on the Kepler Help Center on the Platform.
   2. Connections. Client shall obtain and maintain any equipment and services needed to access the Platform.
   3. Credentials. Stradigi AI shall provide credentials and connections to allow initial access to the Platform. Client shall, and shall ensure that Users, take all reasonable precautions to prevent any unauthorized access to the Platform. Client is solely responsible for maintaining the confidentiality and security of credentials and shall not disclose credentials to any person other than Users. Client shall comply with any and all access, use and identification procedures and security protocols established from time to time by Stradigi AI. Client hereby accepts and assumes full responsibility for any use of, or action taken through credentials, and hereby releases Stradigi AI from any and all liabilities concerning such activity. Client shall promptly notify Stradigi AI by email at customersuccess@stradigi.ai of any actual or suspected loss, theft, or unauthorized use of any of credentials, the Platform, or Client Data. Stradigi AI has no obligation to inquire as to the authority or propriety of any use of or action taken under credentials and will not be responsible for any loss to Client or any third party arising from any such use or action or from Client’s failure to comply with these provisions.
   4. Use Restrictions. Client and its Users shall not at any time, directly or indirectly, and shall not permit any third party to: (a) use the Platform for improper or unlawful purposes, in Stradigi AI’s sole opinion, for unlawful purposes, for purposes other than that set out in Section 1, or in any way that would infringe or otherwise violate any right of a third party, or share features of the Platform with any third party; (b) copy, modify, or create derivative works of the Platform or the software or code contained therein, in whole or in part; (c) make the Platform available to any person other than Users, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Platform or input, upload, transmit or otherwise provide any information or materials that are unlawful or contain, transmit, or activate any virus, worm, time bomb, Trojan horse, malware or other harmful or malicious computer code, files, scripts, agents, programs, or content; (f) remove, alter, translate, combine, supplement, or otherwise change any trademarks, or any related documentation, warranties, disclaimers, or intellectual or proprietary right notices from the Platform; (g) access or use the Platform in order to build, or to assist a third party in building, a competing product or service or a product or service using similar ideas, features, functions, or graphics; (h) engage in web or data scraping on the Platform, including without limitation the collection of information through any software that simulates human activity or a bot or web crawler, (i) disclose the results of any comparative or compatibility testing, benchmarking or evaluation of the Platform performed by Client to any third party; (j) damage, disable, otherwise impede or harm the Platform in any manner, in whole or in part, including without limitation, imposing an unreasonable or disproportionately large load on the Platform; (k) use the Platform for purposes that may result in personal injury or death or cause environmental or property damage; (l) use datasets that contain health or personal information or data other than with all required consents, or adult content, data or information regulated by the Payment Card Industry Data Security Standards, or other financial account numbers or credentials, or social insurance or security numbers, driver’s license number or other government identification numbers.
      
      
4. Intellectual Property
   
   1. Platform Ownership. Client acknowledges and agrees that Stradigi AI owns, possesses, and retains all rights, title, and interest, including any intellectual property rights, in and to the Platform and any intellectual property forming part thereof, and all graphics, user interfaces, logos, and trademarks reproduced on or through the Platform.
   2. Data. Stradigi AI acknowledges and agrees that Client owns all right, title, and interest, including any intellectual property rights, in and to data uploaded onto the Platform by a User, including the data derived from the processing of data by the Platform (“Client Data”). Client hereby grants to Stradigi AI a non-exclusive, royalty-free, worldwide license to reproduce, process, display, and otherwise use the Client Data necessary for processing by the Platform. Client is solely responsible for the accuracy, quality, integrity, legality (including the holding of all consents from data subjects), reliability, completeness, and appropriateness of all Client Data. Notwithstanding anything to the contrary, Stradigi AI shall have the right to collect, record, compile, analyze and otherwise use any data and other information relating to the provision, access, use, and performance of various aspects of the Platform and related systems and technologies, and use such data and information for any Platform performance monitoring, quality control, diagnostic, corrective, development, improvement, and optimization purposes
   3. Trademarks. Stradigi AI retains all rights, title, and interest in and to all registered and unregistered trademarks and service marks, trade names, logos, or other symbols used by Stradigi AI to represent its products and services, including without limitation, the trademarks STRADIGI, STRADIGI AI (design mark) and KEPLER (collectively, “Stradigi AI Marks”), and Client agrees not to (i) use the Stradigi AI Marks, or any marks that are confusingly similar thereto, or (ii) challenge the ownership and use of, registrations for, or applications to register, the Stradigi AI Marks in any country, or assist any third-party in doing so.
   4. Feedback. During the term of this Agreement and thereafter, Stradigi AI shall be free to use for any purposes and without any obligations to Client feedback provided by Client or Users. Feedback means requests, suggestions, or recommendations made by Client or its Users for design or other changes, or other feedback related to the features, functionality, content, or performance of the Platform, or other products or services of Stradigi AI.
      
      
5. Confidential Information.  Client shall not, and shall ensure that its Users do not, use the confidential information of Stradigi AI for purposes other than those of this Agreement. Stradigi AI’s confidential information means all non-public information disclosed to Client and Users by Stradigi AI that is identified as confidential at the time of disclosure or should be reasonably understood by the recipient to be confidential due to its nature. Confidential information will not include information that recipient can show: (a) was rightfully in its possession or known to it prior to receipt without any restriction on its disclosure; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of Stradigi AI’s confidential information; or (d) is rightfully obtained from a third party without breach of any confidentiality obligation. Client acknowledges that unauthorized disclosure of Stradigi AI’s confidential information could cause substantial harm to Stradigi AI for which damages may not be an adequate remedy. Stradigi AI’s confidential information includes, without limitation, trade secrets, inventions, know-how, algorithms, processes, procedures and techniques, products and services development plans and strategy, sales and marketing information, financial and pricing information, the terms of this Agreement, the identity of staff and their qualifications and expertise, and notes, memoranda, analyses and any other document based upon or reflecting to any extent confidential information,
   
   
6. Representations and Warranties
   1. Client Representations. Client represents and warrants that (a) it and its Users will accurately identify themselves and will not provide any inaccurate information to Stradigi AI or through the Platform; and (b) it shall comply, and shall ensure that its Users, representatives comply with all applicable laws.
   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STRADIGI AI MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE PLATFORM. FURTHER, STRADIGI AI DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, QUALITY, INTEGRITY, LEGALITY, COMPLETENESS, APPROPRIATENESS, RELIABILITY, SECURITY, OR OTHERWISE. STRADIGI AI DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, STRADIGI AI SPECIFICALLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
      
      
7. Indemnification
   1. Stradigi AI Indemnity. Stradigi AI shall not provide any indemnification to Client and its representatives under any legal theory.
   2. Client Indemnity. Client shall defend, indemnify and hold harmless Stradigi AI and its representatives and contractors (each, a “Stradigi AI Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) (“Losses”) suffered by, imposed upon or asserted against any Stradigi AI Indemnitee in connection with any claim by a third party  to the extent that such Losses arise out of or relate to any: (a) claims that Client Data infringes, misappropriates or violates any intellectual property or other right of any person or entity; (b) breach of Client’s representations and warranties; and (c) any claim relating to any act, omission, negligence or willful misconduct on the part of Client, its representatives resulting in personal injury, death, or damage to property.
      
      
8. Limitation of Liability. STRADIGI AI SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, OR FOR ANY LOST DATA OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, STRADIGI AI SHALL NOT BE LIABLE TO CLIENT UNDER THIS AGREEMENT FOR ANY CLAIM ARISING FROM, RELATING TO, OR CONNECTED WITH THE PLATFORM UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY. If applicable law limits the effect of the provisions of this Section 8, Stradigi AI’s liability will be limited to the maximum extent permissible under such law. Client expressly acknowledges and agrees that the provisions of this Agreement fairly allocate the risks between Stradigi AI and Client, and that Stradigi AI would not enter into this Agreement without such allocation and limitation.
   
   
9. Applicable Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the law of the Province of Quebec, without reference to its conflict of laws rules. For greater clarity, the Parties hereby expressly waive the application of section 2125 of the Civil Code of Quebec. Any action, proceeding, or arbitration relating to or arising from this Agreement must be brought, held, or otherwise take place in the judicial district of Montreal, QC. Any claim, dispute or controversy between the Parties (“Dispute”), no matter what theory they are based on or what remedy they seek, arising from or relating in any way to this Agreement, including the applicability of this arbitration clause, shall be resolved exclusively and finally by confidential, binding arbitration administered by the ADR Institute of Canada, in accordance with its Arbitration Rules current at the time the Dispute is filed. The arbitration will be conducted before a single arbitrator, in English, and will be limited solely to the Dispute. The arbitration, or any portion of it, will not be consolidated with any other arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the Parties and judgment may be entered in a court of competent jurisdiction. However, the Parties hereto may have recourse to courts of justice to seek injunctive or seizure orders only; the issuance of such orders by a court of justice shall not give competence to the court over the Dispute. The Party prevailing in any Dispute or court proceedings shall be entitled to its costs and legal fees.
   
   
10. Miscellaneous
    1. Notices. All notices, requests, consents, claims, demands and waivers hereunder must be in writing and addressed to the President of a Party, in the case of Stradigi AI, to 1470 Peel Street, Suite 1050, Tower A, Montreal, QC H3A 1T1, Canada, and in the case of Client, to the address indicated on the free trial activation page. All notices must be delivered by personal delivery, nationally recognized courier (with all fees pre-paid), email or certified or registered mail (return receipt requested).
    2. Assignment. Client may not assign this Agreement in whole or in part.
    3. Technology Export. Client shall not: (a) permit any User to access or use the Platform in violation of any applicable law or regulation; or (b) export any software provided by Stradigi AI or otherwise remove it from Canada or the USA except in compliance with all applicable laws and regulations, including Canadian and American trade sanctions. Client shall not appoint as User any person residing in a country subject to Canadian or US trade sanctions.
    4. Entire Agreement. This Agreement represents the entire understanding of the Parties in respect of the subject matter thereof and there are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein.
    5. Amendment. This Agreement may be amended only by a writing executed by the Parties.