Pilot Agreement

CAREFULLY READ THIS PILOT AGREEMENT (“AGREEMENT”) BEFORE USING THE PRODUCT DELIVERED TO YOU. THE AFFIRMATIVE ACT OF USING THE PRODUCT OR SUBMITTING THE BOWTIE PILOT ORDER FORM TO BOWTIE MEANS YOU ACCEPT THE PRODUCT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCT. YOU MAY HAVE A WRITTEN AND SIGNED AGREEMENT DIRECTLY WITH BOWTIE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.

This Agreement is by and between Bowtie Inc., with offices at 99 Wall Street, Suite 867, New York, NY 10005 (“BOWTIE”) and you individually if you ordered the Product in your own capacity, or, if you are entering into this Agreement on behalf of another legal entity, you represent that you have the authority to bind such entity to these terms and conditions (“PARTNER”). This Agreement is effective on the PARTNER’s first use of the Product (“Effective Date”).

1. DEFINITIONS

1.0 “Feedback” means suggestions, feedback, or comments about the Product or related offerings, including errors and bugs.

1.1 “PARTNER Data” means any: (i) data uploaded directly or transmitted via email to SaaS, including but not limited to contractual data and any data uploaded that belongs to PARTNER’s clients including all non-disclosure agreements; and (iii) output from PARTNER’s use of SaaS.

1.2 “Product” means BOWTIE’s artificial intelligence workflow automation product(s) (proprietary software, and/or SaaS) and any related updates, materials and documentation made available to PARTNER by BOWTIE and its licensors in connection with this Agreement.

1.3 “Confidential Information” means any and all information as provided in the Confidentiality Agreement (as such term is defined in any pilot agreement order form or similar statement of work) .

1.4 “Program” means the BOWTIE pilot partner program pursuant to which PARTNER will:

• Participate in monthly Feedback sessions with BOWTIE

• Appear as a PARTNER in private PARTNER lists

• Serve as a reference for prospective PARTNERs

1.5 “SaaS” means the provision of software Product(s) by BOWTIE to PARTNER as a service hosted by or on behalf of BOWTIE under this Agreement, which may include, but is not limited to, hosting, management and maintenance of the applicable software Product(s) made available in the hosted environment.

2. DELIVERY OF PRODUCT

BOWTIE shall deliver or make available to PARTNER the Product with related Confidential Information.

3. RIGHTS AND RESTRICTIONS

3.1 USE. BOWTIE authorizes the PARTNER to use the Product solely for internal evaluation of the Product for PARTNER’s own business purposes in accordance with test criteria mutually agreed to by the parties. PARTNER is only authorized to use the Product at the install site for the length of the Pilot Period. PARTNER may not use the Product for any other purpose and shall be solely liable to BOWTIE for breach of any of these terms. For purposes of clarity, PARTNER is using this Product to help create efficiencies with its provision of legal services to its clients. The PRODUCT will be used by PARTNER to support its legal workflows and to support its clients.

3.2 SOFTWARE. For the evaluation of the software Product, and subject to the terms and conditions of this Agreement, BOWTIE hereby grants PARTNER a non-sublicensable, non-transferable, non-exclusive license to perform and display the software Product, in object code form only, solely in accordance with documentation and materials supplied by BOWTIE, and solely for PARTNER’s own internal evaluation of the Products during the Pilot Period or as described in Section 3.1 above.

3.3 SAAS. For the evaluation of SaaS , and subject to the terms and conditions of this Agreement, BOWTIE hereby grants to PARTNER a non-exclusive, non-transferable license to perform, display and access the software Product through SaaS, solely in accordance with the documentation and materials supplied by BOWTIE, and solely for PARTNER’s own internal evaluation purpose during the Pilot Period or as described in Section 3.1 above.

3.4 RESTRICTIONS. PARTNER agrees not to: (i) rent, sell, lease, pledge, encumber, allow any lien or otherwise transfer the Product or any part thereof or use either for the benefit of any third party except as otherwise described herein; (ii) reverse assemble, reverse compile or reverse engineer the Product, or otherwise attempt to discover any Product source code or underlying Confidential Information; (iii) merge the Product with any other software; (iv) use the Product on or with any system for which it was not intended; (v) use the Product in a way which is not expressly authorized hereunder or which may be illegal.

3.5 DATA PROTECTION. With respect to the delivery of SaaS, where BOWTIE hosts PARTNER PII, BOWTIE shall comply with the requirements and standards set forth in the Data Security Policy available at www.trybowtie.com/privacypolicy.

4. TERM AND TERMINATION

4.1 TERM. This Agreement shall begin on the Effective Date and terminate in accordance with this Section. PARTNER shall have a period of 60 days from delivery of the Product to complete an evaluation (“Pilot Period”).

4.2 TERMINATION. BOWTIE may terminate this Agreement by providing written notice to PARTNER. Notwithstanding anything else in this Agreement to the contrary, BOWTIE may terminate this Agreement immediately and without notice, and will be entitled to take immediate possession of the Product, if BOWTIE believes in its sole and absolute discretion that PARTNER is in breach of this Agreement or specifically that the Product; (i) is being misused or used in breach of this Agreement; (ii) is in the possession of any third party not authorized by BOWTIE; or (iii) is in danger of being seized by others. In the event this Agreement is terminated for any reason other than for the expiration of the Pilot Period, BOWTIE shall be entitled to retrieve the Product immediately from PARTNER at PARTNER’s sole expense.

4.3 EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement, unless PARTNER submits a commercial order to purchase the evaluated Products (“Order”), all licenses granted hereunder shall immediately terminate and PARTNER shall return or destroy all documentation and materials made available by BOWTIE in connection with this Agreement. Similarly, upon the expiration or termination of this Agreement, BOWTIE shall return or destroy all documents and materials made available to BOWTIE in connection with this Agreement and shall promptly certify any such destruction in writing. If the parties have entered into an Order, then all future use of the purchased Product shall be subject to the terms of the Order.

4.4 SURVIVAL. Sections 1 (Definitions), 3.4 (Restrictions), 4.3 (Effect of Termination), 4.5 (Survival), 5 (Payment), 6 (Feedback), 7.1 (Ownership), 8 (Risk of Loss), 9 (Disclaimer of Warranty), 10 (Limitation of Liability), 11 (Confidentiality), and 12 (General) shall survive any such termination or expiration.

5. PAYMENT

As described within the cover sheet for any Pilot.

6. FEEDBACK

PARTNER agrees to meet regularly with BOWTIE to discuss and provide BOWTIE information and Feedback regarding: (1) the nature and extent of PARTNER’s use or operation of the Product; (2) any changes or suggestions regarding the Product; (3) all errors or feature requests; and (4) the characteristic conditions and symptoms leading to the errors or suggested feature requests in sufficient detail to allow BOWTIE to recreate them itself. BOWTIE may also give PARTNER access to its error tracking system, which will allow PARTNER to directly input information regarding errors and feature requests, and PARTNER agrees to do so. In addition, PARTNER agrees to notify BOWTIE promptly of errors, discoveries, ideas, concepts, feature requests or suggestions relevant to the Product or BOWTIE’s business, technology or Confidential Information related thereto. PARTNER hereby assigns to BOWTIE all right, title and interest in and to such Feedback, including all intellectual property rights therein (including moral rights; provided that any non-assignable moral rights are waived to the extent permitted by law) and will provide commercially reasonable assistance at the request of BOWTIE to perfect such assignment at BOWTIE’s sole cost and expense.

7. OWNERSHIP

7.1 BOWTIE. BOWTIE and its licensors retain all right, title and interest in and to the Product. This Agreement transfers none of BOWTIE’s, or its vendor’s, as applicable, right, title or interest in and to the Product and Confidential Information of BOWTIE, including all intellectual property rights therein. There are no implied licenses, and all rights not expressly granted hereunder are reserved to BOWTIE and its licensors.

7.2 PARTNER. As between PARTNER and BOWTIE, PARTNER retains all right, title and interest in and to PARTNER Data. BOWTIE’s use of PARTNER Data shall be solely for the purpose of delivering SaaS during the Pilot Period.

7.3 USE OF SAAS. PARTNER represents and warrants that they will not use the SaaS environment in a way that is illegal or promotes illegal activities nor authorize or permit an individual or entity to do so. Furthermore, PARTNER represents and warrants that PARTNER Data: (i) does not violate, misappropriate or infringe any rights of BOWTIE or any third party; (ii) does not constitute defamation, invasion of privacy or publicity; or (iii) is not designed for use in any illegal activity or promotes illegal activities. As used herein, “illegal activity or promotes illegal activities” includes, without limitation, any manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

8. RISK OF LOSS

Upon delivery of the Product, PARTNER bears all risk of loss until it is returned to the possession of BOWTIE. PARTNER agrees to maintain the Product in an undamaged condition and operate the Product in the manner set forth in the Product documentation. PARTNER will not remove or alter any legend or marks stating that the Product is the property of BOWTIE or its vendor, as applicable.

9. DISCLAIMER OF WARRANTY

NOTWITHSTANDING ANY OTHER WARRANTY THAT MAY ACCOMPANY THE PRODUCT WHEN SUCH PRODUCT IS PURCHASED, BOWTIE PROVIDES THE PRODUCT UNDER THIS AGREEMENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BOWTIE AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

BOWTIE AND ITS LICENSORS WILL NOT BE RESPONSIBLE OR LIABLE TO PARTNER OR TO ANY THIRD PARTY WITH RESPECT TO THE PRODUCT OR ANY SUBJECT MATTER RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (1) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (2) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS PROFITS, EVEN IF BOWTIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (3) AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN AN AMOUNT GREATER THAN ONE THOUSAND DOLLARS ($1,000.00).

11. CONFIDENTIALITY

11.1 RECIPIENT agrees: (1) to hold DISCLOSER’s Confidential Information in strict confidence; (2) not to disclose the DISCLOSER’s Confidential Information to any third parties, except as described below; and (3) not to use any Confidential Information except to perform its obligation and exercise its rights under this Agreement. RECIPIENT may disclose DISCLOSER’s Confidential Information to its officers, directors, employees or agents; (2) RECIPIENT agrees to take reasonable measures to maintain the Confidential Information in confidence; (3) RECIPIENT will disclose Confidential Information only to those of its employees and contractors as are necessary for the use expressly and unambiguously set forth in the Agreement, and only after such employees and contractors have agreed in writing to be bound by terms no less restrictive than the provisions of this Agreement; and (4) PARTNER will not remove or export the Product or any Confidential Information or any direct product thereof in violation of any applicable law or regulation.

11.2 The restrictions set forth in this section shall not apply to any Confidential Information that the RECIPIENT can demonstrate (1) was known to it prior to its disclosure by the DISCLOSER; (2) is or becomes publicly known through no wrongful act of the RECIPIENT; (3) has been rightfully received from a third party authorized to make such disclosure without restriction; (4) is independently developed by the RECIPIENT; or (5) has been approved for release by the DISCLOSER’s prior written authorization.

11.3 The parties agree that a breach of this section may cause immediate and irreparable harm for which monetary damages would be an inadequate remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the DISCLOSER shall be entitled to seek equitable relief, including injunctive relief, from any court having jurisdiction, to protect its rights and interests pursuant to this section.

12. GENERAL

12.1 GOVERNING LAW; INJUNCTIVE RELIEF. This Agreement shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York or resolution of any disputes arising out of this Agreement, provided that BOWTIE may seek injunctive relief to protect its ownership rights and Confidential Information in any court of law or equity of competent jurisdiction. The prevailing party, upon a final, non-appealable order from a court of competent jurisdiction, in any action to enforce this Agreement will be entitled to recover its actual reasonable attorney’s fees and costs in connection with such action.

12.3 WAIVERS; AMENDMENTS; ENTIRE AGREEMENT. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Any waivers or amendments shall be effe ctive only if made in writing and agreed by both parties. 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 and communications relating to the subject matter of this Agreement except for the Confidentiality Agreement which shall remain in full force and effect.

12.4 SEVERABILITY. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

12.5 COUNTERPARTS; AUTHORIZATION. This Agreement may be executed in counterparts. Each party represents that the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement on behalf of such party.

12.6 GOVERNMENT RESTRICTIONS. The software Product and SaaS environment is comprised of “commercial items”, “commercial computer software”, and “commercial computer software documentation” as such terms are defined in FAR 2.101 and DFARS 252.227-7014(a)(1). The software is provided to any federal, state or local government agency only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with (a) the policies set forth in 48 C.F.R. 12.212 (for civilian agencies); or (b) the policies set forth in 48 C.F.R. 227.7202-1 and 22.7202-3 (for units of the Department of Defense).