THIS EVALUATION AGREEMENT (THE "AGREEMENT") GOVERNS CUSTOMER’S RECEIPT AND USE OF LILT’S (“LILT”, AS DEFINED IN THE “GOVERNING LAW” SECTION) SERVICES AND PLATFORM. BY ACCEPTING THIS AGREEMENT, BY (A) CLICKING A BOX INDICATING ACCEPTANCE OR TAKING SOME OTHER, SIMILAR ACTION TO INDICATE ACCEPTANCE, (B) EXECUTING AN ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT, OR (C) RECEIVING THE SERVICES, THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF THE INDIVIDUAL IS ACCEPTING THIS AGREEMENT (“CUSTOMER”) AGREES TO THE TERMS OF THIS AGREEMENT. LILT AND CUSTOMER MAY COLLECTIVELY BE DEFINED AS “PARTY” OR “PARTIES.”

WHEREAS, LILT is the provider of certain technology-powered translation services (“Services”) and an artificial intelligence tool and online, hosted service that assists Customers with translating documents and other information (“Platform”); and

WHEREAS, The Customer desires to evaluate LILT's software solutions under the terms herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Evaluation License. 1.1. Grant of License. Subject to the terms and conditions of this Agreement, LILT hereby grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Services and/or Platform solely for demonstration, testing, and evaluation purposes. Customer shall not use the Services and/or Platform in a production environment or for any commercial purpose. Customer shall comply with the LILT Master Services Agreement found at: https://lilt.com/lilt-inc-master-services-agreement (“MSA”). In the event of a conflict between the MSA and this Agreement, this Agreement shall control. 1.2. Data Restrictions. Notwithstanding anything to the contrary in the MSA, Customer shall not submit, upload, or otherwise provide LILT with any personal data (as defined by applicable data protection laws) through the Services and/or Platform or otherwise in connection with this Agreement.

2. Ownership. LILT owns all right, title, and interest in and to the Services, Platform, and associated platform data, machine learning, and documentation, and any of its Confidential Information (defined below) or anything else not referenced here that is identified as being owned by LILT, including any modifications or improvements made thereto before or during the term of the Agreement and regardless of which Party made them, and including any and all updates, upgrades, big fixes, changes, patches, or other modification to the foregoing or derivative works of the foregoing including all intellectual property rights therein. LILT owns and will be free to use and employ, and does not assign, any skills, know-how, methods, concepts, or techniques of a general nature, whether or not acquired, gained or learned during the performance of the Services performed under this Agreement, or from performing similar work for, or providing similar capabilities or products to others. “Skills, know-how, methods, concepts, or techniques of a general nature” will include, without limitation, information that could reasonably have been acquired in similar work performed for another. For the avoidance of doubt, Customer has no right to receive a copy of the software underlying the Service and/or Platform. Each Party hereby acknowledges and agrees that any and all logos and other marks and trademarks developed, owned, licensed, or controlled by the other (collectively, “Marks”) shall be solely and exclusively owned by the other Party, and except as expressly set forth herein, neither Party has any right, title, or interest in or Marks of the other Party. Each Party agrees that its use of the Marks of the other Party shall be used and inure solely for such Party’s benefit in connection with this Agreement. Each Party agrees not to apply for registration of the other Party’s Marks (or any mark confusingly similar thereto) anywhere in the world. Each Party agrees that it shall not engage, participate, or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of any Mark of the other Party.  All usage of Marks shall include the registered trademark symbol, if registered or, in not registered, the “TM” symbol. 

3. Expenses. Each Party will bear its own expenses under this Agreement. No payment of costs or fees will be made by one Party to the other under this Agreement. 

4. Term and Termination. This Agreement shall commence on the Effective Date and continue for a period of ninety (90) days, unless either Party provides written notice of termination to the other Party. Upon termination, all rights and licenses granted hereunder will immediately terminate. 

5. Confidential Information. Each Party may disclose non-public and/or confidential information to the other that should reasonably be considered to be confidential or proprietary given the nature of the information disclosed or the circumstances of disclosure (“Confidential Information”). Except as otherwise agreed in writing or required by law, each Party will hold in confidence and not disclose the other Party’s Confidential Information to anyone other than a Party’s own employees, agents, or contractors who need to know the Confidential Information for the performance of duties in furtherance of this Agreement, and who have agreed to preserve the confidentiality. Each Party will not use the other Party’s Confidential Information expect for the express purposes of this Agreement. These restrictions on the use or disclosure of Confidential Information shall not apply to any information which is (a) independently developed by or for the receiving Party or its affiliated company, or (b) lawfully received free of restriction from another source, or (c) after it has become generally available to the public without breach of this Agreement by the receiving Party or its affiliated company, or (d) which at the time of disclosure to the receiving Party was known to that Party or its affiliated company free of restriction as evidenced by documentation in that Party's possession, or (e) which the disclosing Party agrees in writing is free of such restrictions. This section shall only survive for a period of five (5) years.

6. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LILT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSSES, DAMAGES, OR EXPENSE INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST BUSINESS PROFITS OR REVENUE, LOSS, INTERRUPTION OR UNAVAILABILITY OF DATA, INTERRUPTION OF BUSINESS OPERATIONS, OR THE COST OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

8. Miscellaneous. 

8.1. Support. LILT is not obligated to provide support but may do so at its sole discretion. 8.2. Export Compliance. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. LILT and Customer each represent that it is not named on any denied-party list of the United States or other countries. Customer has not, will not, and will not permit any User to (a) access or use any Platform in any embargoed country or region or (b) access or use the Platform in violation of any export law or regulation, (c) submit to the Platform any information that is controlled under the U.S. International Traffic in Arms Regulations, and (d) use or transfer the Platform in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses. Customer will be fully liable for any fines or penalties arising out of Customer’s breach of the foregoing. 8.3. Force Majeure. Except for Customer’s payment obligations hereunder, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a Party, which may include denial-of-Service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, pandemics, riots, fires, acts of God, war, terrorism, and governmental action. 8.4. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.  8.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; a person who is not a Party to this Agreement may not enforce any of its terms under any applicable law. 8.6. Communications. Notices under this Agreement will be provided as follows: (a) all notices regarding the Services will be sent by email, although LILT may instead choose to provide notice to Customer through the Platform, (b) notices to LILT must be sent to dealdesk@lilt.com and legal@lilt.com, and (c) all notices to Customer will be sent to the email(s) provided through the Platform and/or Services. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform.  8.7. Amendment and Waivers. No modification or amendment to this Agreement will be effective unless made in writing and signed by an authorized representative of both Parties. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party being deemed to have granted the waiver. 8.8. Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. 8.9. Assignment. Neither Party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, LILT may assign this Agreement in its entirety (including all Ordering Documents), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of LILT’s assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. 8.10. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws as specified in the table below. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The Parties agree that the courts identified in the table below will have exclusive jurisdiction to adjudicate and/or settle any dispute and/or claim (whether contractual or non-contractual in nature) arising out of or relating to this Agreement or its subject matter, formation, interpretation or enforcement. To the extent allowed by applicable law, each Party hereby consents and submits to the exclusive jurisdiction of such courts, each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement, and in any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover its reasonable costs and attorney’s fees.

8.11 Entire Agreement. This Agreement, including all referenced pages, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Ordering Documents) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.