Duality Sandbox Environment - Terms and Conditions

You, the “Customer”, agree that by clicking “Access Now”, “Submit” or similar, registering, accessing or using the “Sandbox Environment” (defined below), you are agreeing to enter into a legally binding contract with Duality Technologies Inc., a corporation incorporated under the laws of Delaware, United States of America (“Duality”) (even if you are using our Services on behalf of a company). If you do not agree to this contract (the “Agreement”), do not click “Submit” (or similar) and do not access or otherwise use the Sandbox Environment.

Duality is the developer and owner of proprietary software, technologies and platforms including a cloud environment intended for secure data collaboration (the “Sandbox Environment” or the “Environment”). Duality is also the proprietary owner of certain synthetic data and models it has created which shall be used for the purpose of performing this Agreement (the “Synthetic Data” and “Models”, respectively).

As part of this Agreement, you are granted a nonexclusive, non-transferable, limited license for the Environment and the Synthetic Data and the Models for a limited period of time for testing and evaluation by Customer in order for Customer to determine whether to purchase a commercial license to the Environment on such terms to be negotiated between the parties (the “Evaluation”).

The parties hereby agree to the following.

1. Headings. Headings of the Sections herein shall not be used in any way for interpretation of this Agreement. The preamble herein shall be deemed an integral part of this Agreement.
2. License Grant.
   1. Subject to the terms and conditions of this Agreement, access rights to the Environment are granted to the Customer to test the Environment for potential use by Customer for its internal business purposes only and for a limited period of time, until the right expires pursuant to the term of this Agreement, or it is revoked by Duality at any time at the complete discretion of Duality (the “Evaluation License”).
   2. This Evaluation License does not include the full functionality of the Environment.
   3. This Evaluation License does not include any technical support from Duality to Customer.
   4. Customer may not use the Environment with any data other than the Synthetic Data and Models and may not upload to the Environment any data and models.
3. Term. The term of this Evaluation License shall be from the effective date of this Agreement (the “First Evaluation License Term”) until terminated by Duality or extended as mutually agreed in writing by the parties and such extension shall be known as the “Second Evaluation License Term” or such other sequential term.
4. Fees. The fees and payment terms for the First Evaluation License Term shall be free of charge. Fees for any subsequent Evaluation License Term shall be set out in the appropriate extension notification.
5. Feedback. Customer agrees that all rights in and to any feedback and inputs it may provide on the Environment, including all pertinent information at its disposal concerning bugs and errors in the Environment, performance of the Environment, its compatibility and interoperability (collectively “Feedback”) is irrevocably assigned and shall be irrevocably assigned to Duality, including the right to make commercial use thereof, without charge.
6. Ownership. The Environment and the Synthetic Data and Models are the proprietary products of Duality, protected by copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights laws. All right, title and interest in all intellectual property rights in and to the Environment and in and to the Synthetic Data or Models, including enhancement and developments created on the basis of the Feedback, if any, are and shall at all times vest exclusively with Duality. Other than the limited access and use rights expressly granted in the preceding paragraph, no other right, title, interest, or license in or to the Environment or in and to the Synthetic Data or Models or any part thereof, are granted, sold, transferred or assigned to Customer.
7. Restrictions. Customer may not provide or offer the Environment or the Synthetic Data and Models, to any third party, or give any third-party access to the Environment or the Synthetic Data and Models. Customer may not, by itself or through others: (i) disassemble, de-compile or reverse engineer any part of the Environment; (ii) use or access the Environment in order to develop, or create, or permit others to develop or create, a similar or competitive product or service, or engage in any type of competitive benchmarking; (iii) breach the security of the Environment, or circumvent, manipulate, impair or disrupt its operation; (iv) use the Environment for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law, including any applicable laws and regulations governing privacy; (v) represent that it possesses any proprietary interest in the Environment and (vi) Customer shall comply with all applicable laws and industry standards with respect to the Environment or the use thereof, and the performance by Customer of its obligations hereunder.
8. Confidential Information. You acknowledge that the Environment and all elements thereof, including without limitation, its design, structure, capabilities, functionality, and documentation, constitute Duality’s confidential information. Accordingly, Customer must treat all such information as confidential material in a manner no less protective than Customer uses to protect its own similar assets, but in no event less than reasonable care. Without derogating from the foregoing, Customer will maintain in strict confidentiality any information regarding the Environment’s functionality, capabilities, structure, design and all other details related thereto, any of Duality’s business practices, tutorials and training material, and will not disclose them, or have them disclosed, directly or indirectly to any third party without Duality’s prior written consent. Notwithstanding the foregoing, Customer may disclose confidential information only if and to the extent such disclosure is required in order to comply with a legal obligation including, orders, subpoenas, decrees or request prescribed by a competent judicial, administrative or regulatory authority, provided that, to the extent legally permitted, you promptly notify Duality of such legal obligation, to give Duality an opportunity to challenge the legally required disclosure. Customer agrees to take all reasonable steps to prevent unauthorized copying, use or disclosure of the Environment or any portion thereof.
9. NO WARRANTY. THE ENVIRONMENT AND THE SYNTHETIC DATA AND MODELS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS.
10. NO LIABILITY. CUSTOMER'S USE OF AND RELIANCE UPON THE ENVIRONMENT AND/OR THE SYNTHETIC DATA AND MODELS AND ANY RESULTING OUTPUT IS AT CUSTOMER'S SOLE DISCRETION AND RISK, AND DUALITY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, DUALITY AND ITS STAFF SHALL NOT BE LIABLE TO CUSTOMER OR ANYONE ACTING FOR OR ON ITS BEHALF, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR ANY OTHER KIND OF DAMAGE OR LOSS OF ANY NATURE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE ENVIRONMENT AND/OR THE SYTHETIC DATA OR THEIR USE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, AND EVEN IF DUALITY HAS BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

11. Governing Law. This Agreement, and any claim, cause of action or dispute arising out of, or related thereto, will be governed solely by the laws of the State of New York. Any dispute claim or controversy will be submitted to the sole and exclusive jurisdiction of the competent court in the Southern District of New, New York.
12. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties hereto and replaces any previous agreement and/or communications between the parties hereto.  This Agreement may only be amended, modified or varied in a written instrument executed by both parties hereto.
13. Injunctive Relief. In the event of breach of this Agreement, Customer hereby acknowledges that such a breach may cause irreparable harm to Duality for which monetary or other damages may not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, Duality will be entitled to seek an injunction or other equitable remedy against such breach.
14. Assignment. Customer may not assign its rights or obligations hereunder or under this Agreement without the prior written consent of Duality. Duality may assign its rights or obligations under this Agreement without the prior written consent of Customer.
15. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect.
16. No Waiver of Rights and Remedies. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.