Pilot Program Terms & Conditions
PILOT PROGRAM AGREEMENT (“Agreement”)#
This Agreement sets out the terms for your participation as the Customer in the ARPIA Technologies pilot program.
ARPIA Technologies LLC is a legal entity registered under the laws of the United States of America, with registration number 35-2814139. The Customer is the customer identified in the application and service registration submitted through the platform or in writing. ARPIA Technologies and the Customer agree to the following terms and conditions. This Agreement refers to each individually as a “Party” and collectively as the “Parties.”
Background#
- ARPIA Technologies owns the ARPIA Platform and offers data solutions to the Customer (the “Products and Services”).
- The Customer wishes to enter into an agreement under which: * The Customer licenses software from ARPIA Technologies; and * ARPIA Technologies provides the Products and Services to the Customer.
- Read this Agreement carefully before signing an order form, clicking “accept,” or accessing or using any Products and Services. By taking any of these actions, you confirm that you have read and accept this Agreement. ARPIA Technologies’ offer or acceptance to enter into an agreement for the Products and Services is expressly limited to this Agreement. It requires the Customer’s acceptance of this Agreement, regardless of any different or additional terms the Customer references or provides.
Terms and conditions#
1. Definitions#
- Background Intellectual Property Rights: Any Intellectual Property Rights in materials that a Party provides in connection with this Agreement and the Products and Services.
- Confidential Information: Any confidential information or matter concerning the other Party or its Affiliates that a Party or its Affiliates receives or learns about in connection with this Agreement.
- Effective Date: The date the Customer agrees to the terms of this Agreement.
- Intellectual Property Rights: 1. Patents. 2. Copyrights, moral rights, and 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, including any amendments made from time to time.
- Products and Services: The products and services included in the Pilot Program specified on the ARPIA website.
2. No Fees#
- 2.1 ARPIA Technologies charges the Customer no fees for the pilot program during the trial period.
3. Ownership, Delivery, and Provision of the Products and Services#
- 3.1 Each Party retains ownership of its Background Intellectual Property Rights. Neither Party acquires rights to the other Party’s Background Intellectual Property Rights or any other Intellectual Property Rights. This applies to rights that existed before this Agreement and rights created during its term.
- 3.2 As between the Parties, ARPIA Technologies remains the sole and exclusive owner of:
- The Products and Services and Documentation, including all Intellectual Property Rights in them.
- All information, data, algorithms, software, results, and other content derived from the Products and Services (“Analytics Data”).
- All other Intellectual Property Rights that ARPIA Technologies develops under this Agreement.
- 3.3 During the term of this Agreement, ARPIA Technologies shall provide the Products and Services to the Customer as described on the ARPIA website.
4. Termination#
- 4.1 This Agreement takes effect on the Effective Date and remains in effect until the trial period ends.
5. Customer Indemnity#
- 5.1 The Customer shall indemnify and hold harmless the following parties: ARPIA Technologies, its licensors, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers, and agents. This obligation covers 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 the 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 perform in accordance with the documentation it provides under normal use and circumstances.
7. Limitation of Liability#
- 7.1 Neither Party is liable for any indirect, punitive, special, or consequential damages.
- 7.2 ARPIA Technologies’ aggregate liability shall not exceed the amounts the Customer actually paid in the twelve months preceding the claim.
8. Marketing#
- 8.1 The Customer grants ARPIA Technologies the right to use the Customer’s name, mark, and logo in marketing materials with prior written approval.
9. Data Protection#
- 9.1 The Customer acknowledges that ARPIA Technologies’ standard Privacy Policy applies to its employees’ use of the Products and Services. The Privacy Policy is available on the ARPIA website.
10. Confidentiality#
- 10.1 Neither Party shall disclose to third parties, without prior consent, Confidential Information that it receives in connection with this Agreement.
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 negotiating, preparing, and executing this Agreement.
13. Invalidity#
- 13.1 If any provision is invalid, the remaining provisions remain enforceable.
14. Law and Jurisdiction#
- 14.1 The laws of the State of Florida govern this Agreement.
15. Independent Relationship#
- 15.1 Both Parties are independent contractors. Nothing in this Agreement creates an employment, agency, or partnership relationship between the Parties.
16. Nature of the Pilot and AI Limitation Disclaimer#
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16.1 The Customer acknowledges and agrees that ARPIA Technologies offers the Products and Services as a pilot program for evaluation and trial purposes only. The functionality, accuracy, and reliability of the Products and Services may be limited, experimental, or subject to change. This includes recommendations, suggestions, or outputs that artificial intelligence (AI) or machine learning models generate.
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16.2 ARPIA Technologies makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for a particular purpose of any AI-generated output or recommendation. The Customer makes all decisions based on such output at its sole discretion and risk.
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16.3 The Customer remains fully and solely responsible for evaluating, verifying, and implementing recommendations or actions derived from or informed by the Products and Services. ARPIA Technologies shall not be liable for any direct or indirect damages, losses, or liabilities arising from the Customer’s reliance on or execution of AI-generated outputs. This includes, but is not limited to, errors, omissions, or misjudgments resulting from such use.