ALPHA SERVICES AGREEMENT

Last updated: 03 APR 2024

This Alpha Services Agreement ("Agreement") is between Inc., ("Vala AI"), and the Customer ("Customer") accessing or using the pilot SaaS product provided by Vala AI to Customer as an alpha testing service ("Service"). By accessing and/or using the Service, you signify that you have read, understood, and agree to be bound by this Agreement. This Agreement shall continue in effect until terminated in accordance with Section 5 (the "Term").

SAAS SERVICES AND SUPPORT

Services. Subject to the terms of this Agreement, Vala AI will use commercially reasonable efforts to provide Customer the Services on a pilot basis during the Term. As part of the registration process, Customer will identify an administrative user name and password for Customer's Vala AI account. Subject to the terms hereof, Vala AI will use commercially reasonable efforts to provide Customer with reasonable technical support services. Pilot Testing. Customer and Vala acknowledge and agree that the Services are each pilot test “alpha” versions that may contain bugs, defects and errors, or result in errors, and that the Services are not expected to function fully upon grant of access and use to Customer, even when used in accordance with this Agreement.

Restrictions and Responsibilities

Prohibited Use. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except extent expressly permitted by Vala AI or authorized within the Services).

Customer Representations. Customer represents, covenants, and warrants that Customer (a) will use the Services only in compliance with all applicable laws and regulations; (b) owns or otherwise has and will have the necessary rights in and relating to the Customer Data (as defined in Section 3.2) so that, as received by Vala AI and collected, used, disclosed and otherwise processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law; (c) all Customer Data has and will be collected by you in accordance with a privacy policy that permits Vala AI to share, collect, use, and disclose such Customer Data to the extent necessary for Vala AI to provide the Services and as otherwise contemplated under Section 4 of this Agreement, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Customer Data provided hereunder; (e) Vala AI may exercise the rights in Customer Data granted hereunder without liability or cost to any third party; and (f) the Customer Data complies with the terms of this Agreement.

Proprietary Rights

License Grant. Subject to the terms and conditions of this Agreement, Vala AI hereby grants Customer, during the Term, a royalty-free, nonexclusive, nontransferable, non-sublicensable, limited, revocable license to: (i) access and use the Service; and (ii) use products and documentation provided by Vala AI via the Service. Customer Data. Customer shall own all right, title and interest in and to the non-public data provided by Customer to Vala AI (or received by Vala AI through a customer or end user of Vala AI's interaction with the Services) to enable the provision of the Services ("Customer Data"), subject to the rights and permissions granted to Vala AI in this Section 3.2. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Vala AI, its suppliers, service providers, contractors and subcontractors ("Contractors") and personnel as are necessary or useful to perform, improve or provide the Services; (b) to Vala AI as described in Section 3.3 below; and (c) to Vala AI as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder. In addition, Vala AI may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes ("Service Analyses"). Vala Vala AI may make Service Analyses publicly available, however, Service Analyses will not incorporate Customer Data in a form that could reasonably identify Customer or any specific individual. In addition, Vala AI shall not use Customer Data for any purpose other than as described above or in Section 3.3 without the prior written consent of Customer.

Vala AI Ownership. Vala AI shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements and modifications thereto and derivative works thereof, (b) any and all software, applications, inventions or other technology developed in connection with implementation services or support, (c) any and all data that is based on or derived from the Customer Data and provided to Customer as part of the Services or generated from the Services (including, without limitation, any and all models generated from such data), and (d) all intellectual property rights related to any and all of the foregoing. Customer hereby grants Vala AI the right (during and after the Term hereof) to use, copy and analyze Customer Data solely in aggregate, de-identified and/or other anonymized form, so that it cannot reasonably be used to identify a specific individual or Customer, in order to improve and to train Vala AI&pos;s artificial intelligence and machine learning capabilities. If Customer provides Vala AI with any suggestions, ideas, feedback, error identifications or other information related to the Service or Customer&pos;s use and evaluation of the Service ("Feedback"), Customer hereby assigns to Vala AI all right, title and interest in and to all Feedback, including all intellectual property rights therein, and agrees to assist Vala AI in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback.

Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred"Proprietary Information" of the Disclosing Party). Proprietary Information of Vala AI includes, but is not limited to, the Software and non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes, but is not limited to, Customer Data. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or disclose to any third party any such Proprietary Information (including Customer Data, in the case of Customer's Proprietary Information); provided, however, that the Receiving Party may disclose the other's Proprietary Information to its officers, directors, advisors, employees and agents. the Receiving Party agrees to inform inform such third parties of confidential nature of such Proprietary Information and to require them to treat such information in accordance with substantially similar terms to this Section 4. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof (except for trade secrets of the Disclosing Party, which the Receiving Party shall be required to protect for so long as they are protectable as trade secrets under applicable law) or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law; by law; by law; provided that in such case the Receiving Party must give the Disclosing Party prompt notice and provide reasonable assistance to the Disclosing Party in its efforts to quash the order, obtain a protective order, or otherwise protect the confidentiality of such Proprietary Information. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 ("DTSA") provides that an individual shall held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

Term and Termination

Customer may de-activate its account with the Service under this Agreement at anytime. Vala AI may, with or without prior notice, change the Service, stop providing the Service or features of the Service to Customer generally, or create usage limits for the Service. Vala AI may, with or without prior notice, permanently terminate or temporarily suspend access to the Service without liability, with or without cause, and for any or no reason, including if, in our sole determination, you violate any provision of this Agreement. Upon their termination for any reason or no reason, you continue to be bound by this Agreement.

Disclaimers

Customer and Vala AI agree that the Service is provided "AS IS" and on an "AS AVAILABLE" basis, and Vala AI makes no warranty as to Service. Customer further acknowledges and agrees that: (a) use of the Service is entirely at Customer's own risk; (b) the Service does not guarantee compliance with any laws; (c) the Service does not contain official products that have been commercially released for sale by Vala AI; (d) the Service is not in final form and may contain errors, design flaws or other problems; (e) the Service is not expected to function fully or adequately, and it is expected and anticipated that further testing, modification and development will be necessary to make the Service functional; (f) it may not be possible to make the Service functional; (g) use of the Service may result in unexpected results, loss of data, project delays or other unpredictable damage or loss to Customer; and (h) Vala AI is under no obligation to release and/or offer for sale a commercial version of the Service, and Vala AI has the right to unilaterally abandon development of the Service at any time and without any obligation or liability to Customer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALA AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE RELATED TO THE SERVICE, ITS USE OR ANY INABILITY TO USE THEM, THE RESULTS OF USE, AND THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM VALA AI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT DERIVED FROM THE SERVICE"OUTPUT") MAY NOT BE UNIQUE ACROSS USERS AND THE AI PRODUCTS AVAILABLE VIA THE SERVICE MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF AI PRODUCTS MAY RESULT IN INCORRECT OUTPUT THAT DOES ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S USE CASE, INCLUDING BY USING REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT THE OUTPUT OUTPUT OUTPUT MAY CONTAIN "HALLUCINATIONS" AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER'S PURPOSE, AND CUSTOMER AGREES THAT THE OUTPUT IS PROVIDED "AS IS" AND VALA AI SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE AI PRODUCTS.

Limitation of Liability

IN NO EVENT WILL VALA AI BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SERVICE, EVEN IF VALA AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VALA AI WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER PARTY. CUSTOMER AGREES THAT IT WILL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING ITS DATA, BY PERIODIC BACKUP OR OTHERWISE, USED IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL VALA AI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS ($100 USD).

Miscallaneous

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 Customer except with Vala AI's written consent. Vala AI may transfer, assign and subcontract any of its rights and obligations under this Agreement without consent. In addition, Vala AI has the right to use Contractors (such as its web hosting provider) in providing the Services under this Agreement without consent. 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. To the extent any terms in this Agreement conflict with any terms in other agreements or terms of service that exist between Vala AI and Customer, the terms of this Agreement shall control. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Vala 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; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions.