Evaluation Agreement

This evaluation agreement (this “Agreement”) is between 214 Technologies Inc., a corporation organized under the laws of the State of Delaware, United States of America, and doing business as Trueface (“Licensor”), and YOU, either an entity or a natural person acting as an individual (“Licensee” and, together with Licensor, the “Parties”). The date of this Agreement (the “Effective Date”) is the date you accepted this Agreement, as recorded by timestamp when you click on the button labeled “I ACCEPT” or such similar links or methods as may be designated by Licensor to accept the terms and conditions of this Agreement.

Licensor has developed, is continuing to develop, owns, and licenses proprietary facial recognition software (“Trueface Vision”), and provides services relating to the use, maintenance, development, and customization thereof.
Licensee wishes to evaluate Trueface Vision for purposes of determining whether the Software and the Services (as defined in the general license terms and conditions referred to in Section 1 below and provided on Licensor’s website) satisfy Licensee’s requirements and conditions for entering into a full, long-term license agreement.

The Parties therefore agree as follows:

1. General Terms and Conditions Incorporated by Reference

Licensor’s general license terms and conditions (version 1.7) (the “GTC”), which are available on Licensor’s website (www.trueface.ai/evaluation/general-terms-and-conditions) are hereby incorporated into, and made a part of, this Agreement to the same extent as if set forth in full in this Agreement.

2. Evaluation License Grant

Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to use the Software during the Evaluation Term strictly for the Permitted Uses and in accordance with the terms and conditions of this Agreement.

3. Evaluation License Fees

As invoiced by Licensor.

4. Evaluation Term

The evaluation term (“Evaluation Term”) is the thirty-day period commencing at midnight at the beginning of the Effective Date and, unless terminated earlier pursuant to any express provision of this Agreement, ending at midnight at the end of the thirtieth day after the Effective Date.

Each Party hereby represents that:

• Such Party’s full legal name and jurisdiction of organization are correctly set forth in the Evaluation Agreement page of the Licensor’s website (www.trueface.ai/evaluation).
• Such Party has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement, and to perform such Party’s obligations under this Agreement.
• Such Party has had adequate opportunity to review and consider and, to the extent such Party has deemed it necessary or appropriate in such Party’s sole discretion, to seek competent, independent legal counsel with respect to, the terms of this Agreement, including the GTC.
• Such Party has read carefully and understands completely the business and legal implications of each term of this Agreement, including the GTC.
• Such Party freely and voluntarily assents to each and every term of this Agreement, including the GTC, and is submitting a legally binding electronic signature and delivering this Agreement as such Party’s own free and voluntary act.
• This Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, including the GTC.

Licensee understands and hereby acknowledges that, but for Licensee’s complete understanding of, and agreement to, each of the terms of this Agreement, including the GTC, Licensor would not have entered into this Agreement.