Evaluation Agreement

Please read this Evaluation Agreement (“Evaluation Agreement” or “Agreement”) carefully before using our machine learning monitoring tools and other services. This Agreement is entered into with Fiddler Labs, Inc. (“Fiddler”) and govern your use and participation in any Fiddler services provided through our website (the “Service”) during an evaluation or free or paid trial period. Your access to the Fiddler website and use of the Service is further governed by the Fiddler Terms of Use (the “Terms of Use”) available at https://www.fiddler.ai/terms-of-use. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE SITE OR SERVICE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE FIDDLER TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FIDDLER, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER OR WHOSE ACCOUNT UNDER WHICH YOU ARE REGISTERING, AND IF YOU ARE AN AUTHORIZED ACCOUNT ADMINISTRATOR, TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE EVALUATION AGREEMENT OR THE FIDDLER TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICE.

  1. ‍EVALUATION. Subject to the terms and conditions of this Agreement and Evaluator’s (defined below) payment in full of any Fees (defined below) due hereunder, Fiddler will provide access to Fiddler’s Service to the individual or company requesting use of the Service (the “Evaluator”). Evaluator may access the Service using access credentials provided by Fiddler to permit Evaluator to evaluate and test the Service during the Evaluation Period (defined below). Evaluator will provide, at its own expense, all equipment and third party services necessary to evaluate the Service, if any. Evaluator must use the Service in compliance with all applicable laws and regulations and related documentation. Evaluator shall pay Fiddler the fees, if any, set forth on the Fiddler Pricing Page or an applicable Order Form (“Fees”). ‍
  2. EVALUATION PERIOD. This Agreement will begin on the date of the Evaluator’s registration for the Service and continue in effect for fourteen (14) days (unless otherwise agreed to with Fiddler), unless earlier terminated in accordance with this Agreement (“Evaluation Period”). Fiddler may immediately terminate this Agreement and your access to the Service if Evaluator materially breaches any provision of this Agreement, or immediately upon Fiddler’s discretion for any reason or no reason at all, including without limitation Fiddler’s decision to deprovision the trial environment. Fiddler will furthermore have the right, but not the obligation, to monitor or access your evaluation account as needed for administration purposes. Upon the expiration or termination of this Agreement, Evaluator will discontinue all use of the Service, and Fiddler will have the right to delete any Data (defined below) at any time. Fiddler reserves the right to allow extension of the Evaluation Period in its sole discretion.  Sections 3 through 11 will survive termination or expiration of this Agreement.‍
  3. RESTRICTIONS. Evaluator must not modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Service. Evaluator must not circumvent or disable any security or other technological features of the Service. Evaluator represents and warrants that it is not a competitor of Fiddler. Usage of the Service for competitive or benchmarking purposes is strictly prohibited and will result in immediate termination of this Agreement.  ‍
  4. DATA RESTRICTIONS; INDEMNIFICATION. As part of its evaluation, Evaluator may supply its own data sets (any data submitted to Fiddler or uploaded to the Service by Evaluator, the “Data”).  Evaluator is solely responsible for its Data, and is prohibited from uploading Data that would constitute confidential information of Evaluator or any third party, personally identifiable information, or information of a sensitive nature. Evaluator represents and warrants that where required, it has secured consents in compliance with all applicable laws with respect to any and all materials, content or Data it provides to Fiddler or uploads to the Service. Evaluator shall indemnify, defend, and hold Fiddler and its affiliates and their vendors, officers, employees, independent contractors, representatives, and agents harmless for any loss, liability, damage, or expense (including reasonable attorneys’ fees) arising from the Data or Evaluator’s provision of the Data to Fiddler.  Fiddler will have no obligation to retain the Data, and following the termination or expiration of this Agreement the Data will be permanently deleted.
  5. ‍OWNERSHIP. Fiddler owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Evaluator.‍
  6. FEEDBACK. Evaluator has no obligation to provide Fiddler any suggestions, comments or other feedback regarding the Service (“Feedback”). If Evaluator nonetheless provides Feedback to Fiddler on any version or part of the Service, Evaluator hereby grants to Fiddler the right to freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any Fiddler product, technology, service, specification, or other documentation.‍
  7. CONFIDENTIALITY. Notwithstanding any nondisclosure agreement entered into between the parties (“NDA”), both parties will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) any non-public information disclosed by either party under this Agreement, and (c) any Feedback, Service performance data, or other information obtained through evaluation of the Service. ‍
  8. THIRD PARTY PRODUCTS. For purposes of this Agreement, “Third Party Products” means certain third party applications, systems, software, products, or services that are or may be used by Evaluator and are not supplied by Fiddler that may be designed to interoperate with the Service. If Evaluator elects to enable, access, or use of such Third Party Products, its access and use of such Third Party Products is governed solely by the terms and conditions and privacy policies of such Third Party Products, and Fiddler does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third Party Products, including, without limitation, their content, the manner in which they handle Evaluator’s data, or any interaction between Evaluator and the provider of such Third Party Products. Fiddler is not liable for any damage or loss caused or alleged to be caused by or in connection with Evaluator’s enablement, access, or use of any such Third Party Products, or Evaluator’s reliance on the privacy practices, data security processes, or other policies relating to or used in connection with any Third Party Products. ‍
  9. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” FOR LIMITED EVALUATION AND TESTING ONLY, AND FIDDLER DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. FIDDLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.‍
  10. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF FIDDLER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS ACTUALLY DUE AND PAID BY THE EVALUATOR OR (ii) $100. IN NO EVENT WILL FIDDLER HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.‍
  11. MISCELLANEOUS. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Evaluator will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Fiddler, but Fiddler shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Along with any NDA, this is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of an Evaluator purchase order or any other document that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.