Bimrock Terms of Use

Subject to the terms and conditions of these Pilot Terms, Bimrock shall provide Customer with access to the Solution on a non-exclusive basis for the Term of these Pilot Terms. Customer may use the Solution on a non-exclusive basis solely for its internal purposes. Customer shall not be entitled to any other software (including any other executable or source code) from Bimrock. No licenses or rights are granted herein by estoppel or by implication. Customer represents that it has all necessary authority to enter into these Pilot Terms and that the acceptance of these Pilot Terms and the receipt of the Solution will not conflict with any legal, regulatory or contractual obligations of Customer.

Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, or (d) bypass any security measure or access control measure of the Solution or (e) use the Solution to provide services to any third party, including as part of a service bureau or timeshare arrangement.

To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform Bimrock in writing at least 30 days prior to engaging in any of the activities set forth above, and shall work in good faith with Bimrock to find a mutually acceptable solution.

In order to provide the Solution and associated analytics, Bimrock collects certain data input by Customer into the Solution, as well as information regarding the use of the Solution by Customer and its end users (together, "Customer Data"). All Customer Data shall be treated as the Confidential Information of Customer. Except as expressly set forth in these Pilot Terms, Bimrock will not disclose Customer Data to third parties or use it for any purpose other than providing the Solution. Customer represents and warrants that it has all rights necessary to provide Bimrock with access to Customer Data. Customer shall provide its employees and service providers with all legally required notices regarding the use of the Solution.

Bimrock will process Customer Data solely as necessary to provide the Solution, including generating reports, analytics, and other information requested by Customer. Customer shall own any reports or information it generates or exports from the Solution ("Output"). For clarity, Output does not include and shall not limit Bimrock's ownership of the Solution itself, including any underlying software, algorithms, templates, or intellectual property used to generate such Output. Bimrock may store Customer Data and Output on the Platform for so long as reasonably necessary to provide the Solution and comply with applicable law.

Bimrock will implement reasonable security measures appropriate to the nature of the Customer Data including without limitation, technical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Customer Data. Bimrock may disclose Customer Data to the minimum extent required by applicable law, to comply with valid legal process, to cooperate with a law enforcement investigation, or to enforce its rights under these Pilot Terms. Where legally permitted, Bimrock will use reasonable efforts to notify Customer prior to such disclosure.

Customer acknowledges and agrees that Bimrock may process and store Customer Data in jurisdictions outside the Customer's own, provided that such transfers are made in compliance with Bimrock's Privacy Policy and applicable data protection laws.

Bimrock has all right, title and interest in the Solution, including all enhancements, improvements and modifications thereof ("Bimrock Property"). Bimrock does not request Customer's feedback regarding the Bimrock Property. Notwithstanding the foregoing, if Customer provides Bimrock with any feedback regarding the Bimrock Property, Bimrock may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

Either party (a "Disclosing Party") may disclose to the other party (a "Receiving Party") certain confidential information regarding its technology and business ("Confidential Information"). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution.

Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement.

Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of Bimrock.

Customer is not required to make payment in respect of the use of the Solution during the Initial Evaluation Term (as defined below) pursuant to the terms of these Pilot Terms. Any subsequent paid subscriptions or license will be granted subject to mutually agreed payment by you or your employer.

Each party warrants that it has full corporate power and authority to execute these Pilot Terms and to perform its obligations hereunder; and all corporate action necessary for the authorization, execution, delivery and performance of these Pilot Terms by it have been taken. Customer acknowledges that the Solution utilizes artificial intelligence technology, which may not always provide accurate or complete information. Bimrock makes no warranties or representations as to the accuracy, completeness, or reliability of any information or results generated by the Solution, and Customer assumes all risks associated with its use. Customer is solely responsible for reviewing and verifying any information or results before relying on them.

Bimrock represents and warrants that to its best knowledge the Solution does not infringe the intellectual property rights of any third party. Subject to the foregoing, the Solution is provided "as is". To the maximum extent permitted by applicable law, Bimrock disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.

In no event shall Bimrock (or its directors, officers, affiliates, agents or employees) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to these Pilot Terms or the Bimrock Software or Solution. The entire liability of Bimrock (or its directors, officers, affiliates, agents or employees) hereunder or in respect of the software and the Solution shall not exceed the total amount Customer has actually paid to Bimrock in respect of the Solution.

These Pilot Terms will be in effect as of the Effective Date and continue in effect for a period of 30 days thereafter (the "Initial Evaluation Term"). During the Initial Evaluation Term, either party may terminate these Pilot Terms immediately at any time by providing notice to the other party. These Pilot Terms shall immediately terminate if Customer breaches any provision hereunder. Upon any termination of these Pilot Terms, Customer shall cease all use of the Solution.

Sections 2 – 12 of these Pilot Terms shall survive any termination or expiration thereof. Neither party shall have liability for the termination of these Pilot Terms in accordance with its terms.

The governing law and exclusive jurisdiction for any dispute arising out of or in connection with these Pilot Terms shall be determined based on the Customer's location as follows:

For the avoidance of doubt, if the Customer is located in Europe, these Pilot Terms shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. If the Customer is located in Israel, these Pilot Terms shall be governed by and construed in accordance with the laws of the State of Israel, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Tel Aviv, Israel. If the Customer is located anywhere else in the world, these Pilot Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, and the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, USA.

These Pilot Terms constitute the entire Pilot Terms between the parties regarding the subject matter hereof and supersedes any and all other Pilot Terms between the parties regarding the subject matter hereof. Bimrock may modify these Pilot Terms at any time upon notice to Customer. If any part of these Pilot Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Pilot Terms.

Bimrock may assign its rights or obligations under these Pilot Terms to an affiliated company or to a purchaser of all or substantially all of Bimrock's assets or share capital, or to any company succeeding to Bimrock's business. Customer shall not assign any of its rights or obligations hereunder without Bimrock's prior written consent. Assignments in violation of the foregoing shall be void.

Notwithstanding anything to the contrary in Section 11, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of these Pilot Terms.