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Version: December 2025
PRODUCT TRIAL TERMS AND CONDITIONS
THESE PRODUCT TRIAL TERMS AND CONDITIONS (hereinafter the “Terms”) GOVERN YOUR USE OF CHAPSVISION PRODUCTS AND SERVICES (hereinafter the “Solution”). BY INSTALLING OR USING A SOLUTION IN THE FORM OF A TRIAL, YOU ACCEPT THESE TERMS, WHICH ARE BINDING AND ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOLUTIONS. IF YOU ARE USING THE SOLUTIONS AS AN EMPLOYEE OR OTHER AUTHORIZED REPRESENTATIVE OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO INITIATE THE TRIAL SUBJECT TO THESE TERMS AND BIND THE COMPANY AND THE LICENSEE HEREUNDER.
These Terms, including any attachments or terms incorporated by reference are entered between ChapsVision Americas Inc. (“Provider”), and the individual or entity that accesses or uses the Solution (“Customer”, “you” and “your”), and govern your use of the Solution. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
1.1 Evaluation License. During the Trial, and subject to and conditioned on Customer’s compliance with the terms and conditions of these Terms, Provider grants to Customer a revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Solution, limited to the usage parameters and other restrictions specified in an applicable statement of work, license key, order form, or other supporting documentation provided by Provider. Customer’s right of use is granted exclusively for Customer’s internal evaluation of the Solution in a non-production grade environment.
1.2 Restrictions. Customer agrees to operate the Solution in accordance with the instructions given by Provider in the documentation, and any applicable acceptable use policy. Customer shall not:
(i) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Solution.
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available or grant access to the Solution to anyone other than its own and its affiliate’s employees or contractors.
(iii) reverse engineer, disassemble, or decompile any part of the Solution, or otherwise attempt to derive or gain access to the source code of the Solution.
(iv) conduct load tests, penetration tests, or other similar verifications pertaining to the Solution without Provider’s prior written consent.
(v) use the Solution in violation of applicable laws (including without limitation applicable Export Control Regulations).
(vi) use the Solution other than for the permitted use or in any manner or for any purpose or application not expressly permitted by these Terms.
(vii) interfere with or disrupt the operation of the Solution, to the extent Provider operates it for Customer, which includes, without limitation, the accessing of systems or networks connected to the Solutions in an unauthorized manner.
(viii) use the Solution to develop a competitive product or service, or to train an automatic learning algorithm.
1.3. No Technical Support. Provider has no obligation to provide any maintenance, support, or other services relating to the Solution during the Trial, unless expressly agreed otherwise. Customer is solely responsible for taking appropriate measures to back up Customer’s systems and data and all other necessary measures to prevent any file or data loss.
2.1 Term. These Terms shall remain in effect for the duration of the Trial. The duration of a Trial shall be as set out in an applicable statement of work, license key, order form, or other supporting documentation provided by Provider, or a period of 30 days if not specified otherwise. The Parties may mutually agree to extend the duration of the Trial in which case these Terms will continue to apply until the conclusion of the Trial.
2.2 Termination. Either Party may terminate the Trial at any time, with or without cause, upon giving the other Party at least 14 days’ prior written notice of such termination. Either Party may furthermore terminate the Trial effective immediately upon written notice to the other Party if the other Party materially breaches these Terms and such breach is incapable of cure, or, being capable of cure, remains uncured 5 days after the breaching Party receives written notice thereof.
2.3 Effects of Termination. Upon expiration or earlier termination of the Trial, Customer shall immediately discontinue use of the Solution and Customer shall delete, destroy, or return all copies of the Provider Materials and Confidential Information. Upon request, Customer shall certify in writing to the Provider that the Provider Materials and Confidential Information have been deleted or destroyed. Customer’s termination of the Trial without cause does not affect Customer’s obligation to pay any fees that may have become due before such termination or entitle Customer to any refund. If Provider terminates the Trial without cause, Provider shall refund to Customer any prepaid fees for services not yet performed as of the effective date of termination. Any provision contained herein which by its nature or effect is required or intended to remain in force after termination of Trial will survive the expiration or termination, including, without limitation, Sections 4, 5.2 – 5.4 and 7.
3.1 Fees. Access to the Solution is provided free of charge during the Trial. The Parties may agree in a separate statement of work or order form that Provider will render certain set-up, implementation or consulting services (the “Professional Services”). In the event that Provider renders Professional Services, Customer shall pay the corresponding fees as set forth in the applicable statement of work or order form.
3.2 Payment Terms. Any prices for Professional Services are exclusive of applicable taxes. Payments are due within thirty (30) days of invoice date. If Customer fails to make any payment when due, Provider may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law.
4.1 Provider Intellectual Property. Subject solely to the express license granted by Provider under these Terms, as between the Parties, Provider reserves and retains all intellectual property rights and all right, title, and interest in and to the (i) Solution, (ii) any and all copies, reproductions, modifications, enhancements, adaptations, translations, and other derivative works of the Solution, (iii) any and all inventions, improvements, know-how, specifications, performance characteristics, designs, plans, procedures, techniques, or other materials whatsoever comprising, relating to, based on, or arising out of the Solution, and (iv) Provider’s Confidential Information (together “Provider Materials”). Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to any of the Provider Materials. Customer shall take all necessary measures to protect the intellectual property rights in and confidentiality of the Solution.
4.2 Customer Intellectual Property. As between Customer and Provider, Customer retains any intellectual property rights in and all right, title, and interest in and to any data that Customer decides to provide to Provider. Customer hereby grants to Provider a non-exclusive, non-transferable, non-sublicensable (except to any subprocessor which Provider has identified, and which is necessary to provide access to the Solution) license to use data provided by Customer to Provider, solely to the extent necessary to provide access to the Solution. For clarity, Provider will not use any data provided to Provider by or on behalf of Customer, directly or indirectly, to improve Provider’s Solution or for the benefit of any third party.
5.1 Warranty Disclaimer. THE SOLUTION, PROVIDER MATERIALS AND PROFESSIONAL SERVICES (IF ANY) ARE PROVIDED “AS IS,” AND “AS AVAILABLE.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOLUTION, ANY SERVICES AND RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS OR SPECIFICATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER SHALL HAVE NO RESPONSIBILITY FOR ANY CUSTOMER DATA.
5.2 Indirect Damages. EXCEPT AS OTHERWISE PROVIDED HEREIN, PROVIDER AND PROVIDER’S AFFILIATES WILL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS), ARISING OUT OF OR RELATING TO THE TRIAL, EVEN IF THE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL PROVIDER’S AND PROVIDER’S AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TRIAL UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EXCEED, 100% OF THE FEES ACTUALLY PAID BY CUSTOMER HEREUNDER. IN THE EVENT THAT THERE IS NO FEE PAID BY CUSOMTER HEREUNDER, THE AFOREMENTIONED LIMITATION OF LIABILITY WILL BE $10,000.
5.4 Exceptions. The exclusions and limitations of liability in these Terms shall not apply to Provider’s gross negligence, willful or intentional misconduct, fraud, or fraudulent misrepresentation, and any liability that cannot be limited or excluded under applicable law.
The Parties will comply with all applicable data protection laws and regulations (“Privacy Laws”) in conducting the Trial. This includes, without limitation and to the extent applicable, the California Consumer Privacy Act (“CCPA”), the Personal Information Protection and Electronic Documents Act of Canada (“PIPEDA”), and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 which is applicable from 25 May 2018 (the “GDPR”). Each Party shall ensure that any personal data collected, processed, or stored during the Trial is handled in compliance with the Privacy Laws. Customer specifically undertakes to ensure that all customer data containing personal information has been collected in accordance with the Privacy Laws. Provider agrees to comply with its privacy policy.
From time to time during the Trial, Provider and Customer may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving Party and will expire three years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Trial for as long as such Confidential Information remains subject to trade secret protection under applicable law.
The Solution may be subject to Export Control Regulations. “Export Control Regulations” means any applicable national and international laws, which relate to national security and strategic interests, sanctions, economic restrictions, as well as the export, import, re-export, re-import or transfer of the Solution, their components, technical data and technology. The Parties shall comply with Export Control Regulations, and Customer shall not
(i) export or re-export the Solution or any technical data related to the Solution to any country prohibited under the export regulations of the United States, Europe, or any other applicable jurisdiction, without the prior written consent of Provider,
(ii) use the Solution or make them available to any individual or entity in connection with terrorist activities or any activities that violate sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council (UNSC), the European Union, or any other body with the authority to enforce economic sanctions,
(iii) sell, export or re-export, directly or indirectly, to the Russian Federation or to Belarus or for use in the Russian Federation or in Belarus any goods supplied under or in connection with the Trial that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and/or of Article 8 septies of Council Regulation (EC) No 765/2006 rexport.
These Terms and the Trial shall be governed by and construed in accordance with the Laws of the State of New York, without regard to its principles regarding conflicts of law. All disputes arising out of or relating to the Trial and these Terms will be brought in the federal or state courts located New York City, New York, and the Parties consent and submit to jurisdiction in such courts. THE PARTIES AND THEIR AFFILIATES WAIVE ALL RIGHTS TO A TRIAL BY A JURY.
These Terms constitute the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to Provider must be sent to Provider’s corporate headquarters address and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Provider. Customer agrees that any notices, agreements, disclosures, or other communications that Provider sends electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act with respect to a breach of these Terms does not constitute a waiver and will not limit a Party’s rights with respect to such breach or any subsequent breaches. A Party’s rights under these Terms may not be assigned or transferred for any reason whatsoever without our prior written consent of the other Party and any action or conduct in violation of the foregoing will be void and without effect.
