Pilot Program Terms & Conditions

PILOT PROGRAM AGREEMENT (“Agreement”)

Among those subscribed, namely: ARPIA Technologies LLC. Legal entity duly registered according
to the laws of the United States of America, with 35-2814139, and on the other hand the
Customers of generals described in the applications and service registration via platform or
in writing, they agree to enter into this contract subject to the following terms and
conditions. Each of Customer and ARPIA Technologies is referred to individually as “Party” and
collectively as “Parties.”

WHEREAS:

  1. ARPIA Technologies is the owner of the ARPIA Platform, offering data solutions Products
    and Services products and services for the Customer (the “Products and Services”).
  2. Customer wishes to subscribe an agreement pursuant to which:
    • Customer would license software from ARPIA Technologies; and
    • ARPIA Technologies would provide the Products and Services to Customer.
  3. The Customer is responsible for carefully reading the terms of this agreement before
    signing an order form, clicking “accept” and/or accessing or using any products and
    services of ARPIA Technologies. By (as applicable) signing a service order, clicking “accept” and/or
    accessing or using such products and services, the customer confirms that customer has read
    and accepts this agreement. Notwithstanding any different or additional terms customer
    may reference or provide, ARPIA Technologies’ offer or acceptance (as applicable) to enter into an
    agreement with customer with respect to the products and services is expressly limited to
    this agreement and conditioned on customer’s assent hereto.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

  • Background Intellectual Property Rights: Any Intellectual Property Rights in
    materials which are provided by a Party in connection with this agreement and the Product
    and Services in connection with the same.
  • Confidential Information: Any information or matter of confidential nature of the
    other Party and the other Party’s Affiliates which may be provided to it and its Affiliate
    comes to its knowledge in relation to this Agreement.
  • Effective Date: The date the Customer agrees to the terms of this Agreement.
  • Intellectual Property Rights:
    1. Patents,
    2. Copyrights, moral rights, works of authorship,
    3. Trademarks, service marks, Internet domain names, trade dress, and trade names,
    4. Registrations, applications, renewals, and extensions for the above,
    5. Trade secrets,
    6. Rights of privacy and publicity.
  • Agreement: This Pilot Agreement, as it may be amended from time to time.
  • Products and Services: The products and services included in the Pilot Program specified here.

2. No Fees

  • 2.1 There shall be no fees collected by ARPIA Technologies from the Customer. The pilot program
    is free of charge for the trial period.

3. Ownership, Delivery, and Provision of the Products and Services

  • 3.1 Each Party shall own its Background Intellectual Property Rights, and the other Party
    shall not acquire any rights to those Background Intellectual Property Rights or in any
    other Intellectual Property Rights owned by the other Party, whether pre-existing or created
    during the term of this Agreement.
  • 3.2 As between the Parties, ARPIA Technologies is and will be the sole and exclusive owner of:
    • The Products, Services, and Documentation (and all Intellectual Property Rights therein).
    • All information, data, algorithms, software, results, and other content derived from the Services and Products (“Analytics Data”).
    • All other Intellectual Property Rights developed by ARPIA Technologies under this Agreement.
  • 3.3 During the term of this agreement, ARPIA Technologies shall provide the Products and
    Services to Customer as described on www.arpia.com.

4. Termination

  • 4.1 This Agreement will be effective as of the Effective Date and will continue in effect
    until the trial period ends.

5. Customer Indemnity

  • 5.1 Customer shall indemnify and hold ARPIA Technologies, its licensors, and each such party’s
    parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers, and
    agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including legal fees and costs) to the extent arising out of or in connection with:
    • A claim alleging that use of the Customer Data infringes third-party rights.
    • A claim constituting a breach of Customer’s representations and warranties.
    • A claim arising from the Customer’s breach of this Agreement.

6. Representations & Warranties

  • 6.1 Each Party represents and warrants that it has the legal power and authority to enter
    into this Agreement.
  • 6.2 ARPIA Technologies represents that the Products and Services will perform in accordance
    with the provided documentation under normal use and circumstances.

7. Limitation of Liability

  • 7.1 Neither Party shall be liable for any indirect, punitive, special, or consequential damages.
  • 7.2 ARPIA Technologies’ aggregate liability shall not exceed the amounts actually paid by the
    Customer in the twelve months preceding the claim.

8. Marketing

  • 8.1 Customer grants ARPIA Technologies the right to use Customer’s name, mark, and logo in
    marketing materials with prior written approval.

9. Data Protection

  • 9.1 Customer acknowledges that its employees’ use of the Services will be subject to
    ARPIA Technologies’ standard Privacy Policy, available at www.arpia.com.

10. Confidentiality

  • 10.1 Each Party shall not disclose Confidential Information provided in connection with
    this Agreement to third parties without prior consent.

11. Entire Agreement

  • 11.1 This Agreement is the final and exclusive statement of the Parties’ understanding
    and supersedes all prior negotiations.

12. Costs

  • 12.1 Each Party shall bear its own costs of negotiation, preparation, and execution of this Agreement.

13. Invalidity

  • 13.1 If any provision is held invalid, the remaining provisions shall remain enforceable.

14. Law and Jurisdiction

  • 14.1 This Agreement will be governed by the laws of the State of Florida.

15. Independent Relationship

  • 15.1 Both Parties are independent contractors. Nothing in this Agreement creates an
    employment, agency, or partnership relationship between the Parties.