These Proof of Concept Terms and Conditions (this “Agreement”) govern the proof of concept provided by Inevia, LLC, a Texas limited liability company (“Inevia”), to the organization identified in the electronic form through which this Agreement is accepted (“Client”). Inevia and Client are each a “Party” and together the “Parties.”
By checking the acknowledgment box and submitting the electronic form, the individual submitting the form represents that they are authorized to bind Client, and Client agrees to be bound by this Agreement. This Agreement becomes effective when the form is submitted (the “Effective Date”).
Inevia is offering Client a free thirty (30)-day proof of concept of its AI workflow tools, subject to this Agreement. The Parties agree as follows:
As used in this Agreement, the following capitalized terms shall have the meanings set forth below:
“Client Data” means any data, information, content, materials, documents, files, or other inputs provided by or on behalf of Client to Inevia or uploaded, entered, or otherwise made available through the Third-Party Platforms in connection with the POC.
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
“Deliverables” means any code, scripts, prompts, configurations, workflows, models (including fine-tuned or adapted models), documentation, reports, templates, dashboards, automations, integrations, or other materials, output, or work product conceived, created, developed, or delivered by or on behalf of Inevia in connection with the POC.
“Feedback” means any suggestions, enhancement requests, recommendations, ideas, corrections, comments, or other feedback provided by Client or its personnel regarding Inevia’s products, services, technology, or the POC, whether solicited or unsolicited.
“SOW” or “Statement of Work” means a written document issued by Inevia and accepted by Client that describes the scope, objectives, deliverables, responsibilities, assumptions, dependencies, success criteria, dates, Third-Party Platform requirements, limitations, and exclusions applicable to a specific POC. Each accepted SOW is incorporated into and forms part of this Agreement.
“POC” or “Proof of Concept” means the limited, no-charge engagement during which Inevia will demonstrate and deliver the AI workflow solution described in SOW to Client, subject to the terms of this Agreement.
“Start Date” means the date on which the parties conduct the POC kick off meeting, unless the Parties agree in writing to a different date.
“Third-Party Platforms” means any third-party software, tools, platforms, services, APIs, or infrastructure that Inevia uses or requires in connection with providing the POC, including without limitation Microsoft 365, Microsoft Azure, OpenAI, Google Workspace, Slack, and any other platforms identified in SOW or otherwise communicated to Client.
2.1 POC Description. The scope, objectives, and success criteria of the POC are described in SOW (POC Description / Scope of Work). Inevia shall use commercially reasonable efforts to deliver the POC substantially in accordance with SOW.
2.2 No Obligation to Engage. Nothing in this Agreement obligates either Party to enter into any paid engagement, subscription, or further agreement following the POC. Any conversion to a paid engagement shall require the execution of a separate, signed agreement between the Parties on mutually acceptable terms.
2.3 Non-Exclusivity. This Agreement is non-exclusive. Inevia may provide similar or identical services to any other person or entity, including Client’s competitors, without restriction or obligation to Client.
2.4 General Consulting. Inevia may, at its sole discretion, provide general observations, recommendations, or advice regarding Client’s operations, business processes, or technology environment (“General Advice”). Client acknowledges and agrees that:
a) General Advice is general in nature and provided for informational purposes only;
b) General Advice does not constitute professional advice of any kind, including without limitation legal, tax, accounting, medical, engineering, or regulatory advice;
c) General Advice is provided without warranty of any kind, express or implied, including without limitation any warranty of accuracy, completeness, or fitness for a particular purpose;
d) Client is solely responsible for any decisions made or actions taken in reliance on General Advice; and
e) Inevia shall have no liability whatsoever arising from or related to any General Advice provided hereunder.
3.1 POC Term. The POC shall commence on the Start Date and shall automatically expire at 11:59 p.m. Central Time on the thirtieth (30th) consecutive calendar day thereafter, such thirty (30)-day period being the “POC Term”, unless earlier terminated in accordance with this Section 3. The POC Term may be extended only by a written agreement signed by both Parties.
3.2 Termination by Inevia. Inevia may terminate this Agreement and the POC at any time, for any reason or for no reason, with or without notice, and without liability of any kind to Client.
3.3 Termination by Client. Client may terminate this Agreement upon five (5) business days’ prior written notice to Inevia.
3.4 Effects of Termination or Expiration. Upon the expiration or termination of this Agreement for any reason:
a) All licenses granted to Client hereunder shall immediately and automatically terminate;
b) Client’s right to access and use the Deliverables shall immediately cease;
c) Inevia may deactivate, disable, or delete any Deliverables, configurations, workflows, or integrations deployed on Client’s Third-Party Platforms, and Client shall cooperate in facilitating such removal;
d) Each Party shall return or destroy all Confidential Information of the other Party in its possession, except as required by law or as permitted by the surviving provisions of this Agreement; and
e) The provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive in accordance with Section 14.11.
4.1 No Fees. The POC is provided at no charge to Client for the POC Term. Inevia shall not invoice Client, and Client shall have no obligation to pay any fees to Inevia, for services rendered under this Agreement.
4.2 Client Costs. Notwithstanding Section 4.1, Client shall be solely responsible for all costs and expenses it incurs in connection with the POC, including without limitation:
a) All hardware, software, internet connectivity, and other infrastructure costs;
b) All internal personnel costs and time spent by Client’s employees or contractors; and
c) Any taxes, duties, or governmental charges assessed in connection with Client’s participation in the POC. Client’s obligations with respect to Third-Party Platform costs are set forth in Section 5.
5.1 Client Tenancy Requirement. The POC solution will be built, configured, and delivered exclusively on Client’s own tenancy, instance, subscription, or licensed environment for each Third-Party Platform that Inevia requires in connection with the POC. Inevia shall not be obligated to provide or procure any Third-Party Platform licenses or accounts on Client’s behalf.
5.2 Client Obligations. Client shall, at its own cost and expense:
a) Procure, pay for, and maintain all necessary Third-Party Platform licenses, subscriptions, and accounts in good standing throughout the POC Term and pay all fees and charges imposed by the applicable Third-Party Platform providers;
b) Provide Inevia with timely access, credentials, API keys, and administrative or technical authorizations necessary for Inevia to perform the POC;
c) Ensure that Client’s use of Third-Party Platforms, and the access granted to Inevia, complies with all applicable Third-Party Platform terms of service, acceptable use policies, and licensing agreements; and
d) Promptly notify Inevia of any changes to Client’s Third-Party Platform configurations or access rights that may affect the POC.
5.3 Third-Party Platform Disclaimer. Inevia disclaims all responsibility and liability arising from or related to the Third-Party Platforms, including their availability, performance, and security, any fees imposed by their providers, and any data loss occurring on or through them.
6.1 Inevia Ownership of Deliverables. As between the Parties, Inevia exclusively owns and shall retain all right, title, and interest in and to the Deliverables, together with all intellectual property rights in or relating thereto, including all improvements, enhancements, modifications, adaptations, and derivative works thereof (collectively, “Inevia IP”). For the avoidance of doubt, the Deliverables are not “works made for hire” as defined under 17 U.S.C. § 101, and nothing in this Agreement shall be construed to create a work-made-for-hire relationship. To the extent that any Deliverable or any rights therein are deemed to vest in Client by operation of law or otherwise, Client hereby irrevocably assigns to Inevia all right, title, and interest in and to such Deliverable, including all intellectual property rights therein. Client shall execute any documents and take any actions reasonably requested by Inevia to evidence, perfect, or record such assignment.
6.2 Limited Evaluation License. Subject to Client’s compliance with this Agreement, Inevia grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Deliverables solely for internal evaluation, demonstration, and testing purposes during the POC Term. This license terminates automatically upon the earlier of
a) expiration of the POC Term;
b) termination of this Agreement; or
c) written notice of revocation by Inevia.
Client shall not use the Deliverables for any production, commercial, operational, or business purpose.
6.3 Client Data Ownership. As between the Parties, Client retains all right, title, and interest in and to Client Data and Client’s pre-existing intellectual property and materials. Client grants Inevia the rights and licenses set forth in Sections 9 and 10 of this Agreement.
6.4 Residual Knowledge. Nothing in this Agreement shall restrict Inevia from using or disclosing any general ideas, concepts, techniques, methodologies, know-how, or experience (including information retained in the unaided memory of Inevia’s personnel) developed or acquired during the performance of the POC, provided that Inevia does not disclose Client’s Confidential Information in violation of Section 8.
7.1 Demonstration Purpose. Client acknowledges and agrees that the POC and Deliverables are furnished solely for demonstration and evaluation purposes. The POC and Deliverables are NOT intended, designed, tested, validated, certified, or supported for production use, commercial operations, or business-critical applications.
7.2 Prohibited Uses. Without limiting the generality of Section 7.1, Client shall not, and shall not permit any third party to:
a) Use any Deliverable or POC output in any regulated, safety-critical, or high-risk context, including without limitation:
(i) the provision of medical diagnoses, treatment recommendations, or health-related advice;
(ii) the provision of legal advice to third parties;
(iii) financial reporting, investment decisions, or regulatory filings;
(iv) safety-critical systems or applications where failure could result in death, personal injury, or property damage; or
(v) employment decisions, including hiring, firing, promotion, or compensation determinations;
b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any Deliverable or Inevia IP;
c) Benchmark, test, or evaluate any Deliverable for the purpose of publishing competitive comparisons or analyses, or use any Deliverable or Inevia IP to develop, train, or improve a product or service that competes with Inevia’s products or services, in each case without Inevia’s prior written consent;
d) Sublicense, resell, distribute, rent, lease, or otherwise make available any Deliverable to any third party;
e) Circumvent or attempt to circumvent any usage limits, access controls, or technical measures implemented by Inevia; or
f) Remove, alter, or obscure any proprietary notices, labels, or markings on the Deliverables.
7.3 Assumption of Risk. If Client uses any Deliverable or POC output in production, operations, or any manner beyond the scope of the limited evaluation license granted in Section 6.2, Client does so entirely at its own risk and shall be solely responsible for any and all consequences, damages, losses, or liabilities arising therefrom. Inevia shall have no responsibility or liability for any such use.
7.4 No Support or SLA. Inevia has no obligation to provide: (a) technical support, maintenance, or updates; or (b) any service level agreement, uptime guarantee, or availability commitment.
8.1 Obligations. The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not use such Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.
8.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other remedy; and (b) discloses only that portion of the Confidential Information that is legally required to be disclosed.
8.3 Conflict with Data Use and Marketing Rights. Notwithstanding anything in this Section 8 to the contrary, the rights granted to Inevia under Sections 9 (Data Usage for Service Improvement) and 10 (Marketing and Publicity Rights) shall control and take precedence in the event of any conflict with the confidentiality obligations set forth in this Section 8.
8.4 Duration. The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.
9.1 License Grant. Client hereby grants to Inevia a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, copy, store, process, analyze, modify, adapt, aggregate, de-identify, and create derivative works of Client Data, usage data, metadata, telemetry, prompts, inputs, outputs, results, logs, and performance data generated in connection with the POC (collectively, “Usage Data”), for the following purposes:
a) Operating, maintaining, and administering Inevia’s products and services;
b) Developing, testing, training, fine-tuning, benchmarking, and improving Inevia’s AI models, algorithms, products, services, and offerings;
c) Troubleshooting, debugging, and resolving technical issues;
d) Conducting research and development;
e) Any other purpose related to the improvement or commercialization of Inevia’s products, services, or business.
9.2 Feedback. To the extent Client or its personnel provide any Feedback to Inevia, Client hereby irrevocably assigns to Inevia all right, title, and interest in and to such Feedback, including all intellectual property rights therein. To the extent such assignment is not effective under applicable law, Client grants Inevia a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation. Inevia shall have no obligation of any kind with respect to Feedback, including no obligation to implement, acknowledge, or return Feedback.
9.3 De-Identified and Aggregated Data. Inevia may create de-identified, anonymized, and/or aggregated data derived from Client Data or Usage Data. Such de-identified or aggregated data shall be owned exclusively by Inevia and shall not constitute Client Data or Confidential Information. Inevia may use, disclose, and commercialize such data without restriction.
10.1 Case Study Rights. Client grants Inevia the right to prepare and publish a public case study (the “Case Study”) describing the POC, including without limitation the business context, the use case, the AI workflow solution implemented, the process followed, and the results or outcomes achieved. Client acknowledges that the grant of marketing and publicity rights under this Section 10 is a material condition of receiving the POC at no charge. The Case Study review and publication process shall be governed by Exhibit A, which is incorporated into this Agreement by reference.
10.2 Trademark License. Client grants Inevia a non-exclusive, royalty-free license to use Client’s name, logo, and trademarks solely as necessary to exercise the rights granted in this Section 10, subject to Client’s reasonable trademark usage guidelines provided to Inevia in writing. Inevia shall not materially alter Client’s logo or trademarks.
1. Client Representations. Client represents and warrants that: (a) it has all necessary rights, consents, and authorizations to provide Client Data to Inevia and to grant the licenses set forth in this Agreement; (b) the provision of Client Data to Inevia and Inevia’s use thereof in accordance with this Agreement does not and will not violate any applicable law, regulation, or third-party right; and (c) Client Data does not contain any material that is defamatory, obscene, or otherwise unlawful.
2. Prohibited Data. Client shall NOT upload, transmit, or otherwise provide to Inevia or make available through the Third-Party Platforms any of the following types of data unless expressly agreed in a separate signed writing (“Prohibited Data”): personal data, or other data subject to privacy or data protection laws (including without limitation the GDPR, CCPA, CPRA, or any similar law); protected health information (“PHI”) as defined under HIPAA or any similar health data protection law; payment card data subject to PCI DSS requirements; data subject to export control, ITAR, EAR, or similar regulations; classified, government-restricted, or national security information; trade secrets of third parties for which Client does not have authorization to share; or any other data that is subject to heightened legal, regulatory, or contractual protections.
3. Compliance. Client is solely responsible for compliance with all applicable privacy, data protection, and information security laws and regulations in connection with its participation in the POC and its provision of Client Data. Inevia disclaims all responsibility for Client’s regulatory compliance obligations.
4. No Responsibility for Prohibited Data. If Client provides Prohibited Data in violation of Section 11.2, Client shall be solely responsible for all consequences, liabilities, fines, penalties, costs, and damages arising therefrom, and Client shall indemnify Inevia in accordance with Section 13.
1. As is / As Available. The POC, deliverables, and all services provided by Inevia under this agreement are provided strictly “as is” and “as available,” without warranty of any kind, express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement, whether arising from course of dealing, course of performance, or usage of trade.
2. AI Ooutput Disclaimer. Client acknowledges that AI-generated outputs may be misleading, biased, or entirely fabricated (“hallucinated”) and do not constitute professional advice. Client is solely responsible for independently reviewing, verifying, and validating all ai-generated outputs before any use or reliance thereon.
3. Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, in no event shall Inevia or its affiliates, officers, directors, employees, agents, or licensors be liable to client or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, or any other indirect damages arising out of or related to this agreement, the POC, the deliverables, or any services provided hereunder, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if Inevia has been advised of the possibility of such damages, and even if a limited remedy set forth herein is found to have failed of its essential purpose.
4. Aggregate Cap. To the maximum extent permitted by applicable law, Inevia’s total aggregate liability to client for all claims arising out of or related to this agreement, the POC, the deliverables, or any services provided hereunder, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed one hundred U.S. Dollars (US $100.00). Client acknowledges that this limitation reflects the free-of-charge nature of the POC and the allocation of risk between the parties.
13.1 Client Indemnification. Client shall defend, indemnify, and hold harmless Inevia, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Inevia Indemnitees”) from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
a) Client Data, including any claim that Client Data infringes, misappropriates, or violates any third-party intellectual property right, privacy right, or other right;
b) Client’s breach of Section 11 (Client Data Responsibilities), including the provision of Prohibited Data;
c) Client’s use of any Deliverable or POC output in production, operations, or any manner that exceeds the scope of the limited evaluation license granted in Section 6.2 or that violates the restrictions in Section 7;
d) Client’s breach of any representation, warranty, or obligation under this Agreement;
e) Client’s violation of any applicable law, regulation, or third-party right in connection with the POC; and
f) Any claim by a Third-Party Platform provider arising from Client’s failure to comply with such provider’s terms of service or licensing requirements.
13.2 Indemnification Procedures. Inevia shall:
a) promptly notify Client of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced thereby);
b) grant Client sole control of the defense and settlement of such claim (provided that Client shall not settle any claim in a manner that admits fault or imposes obligations on any Inevia Indemnitee without Inevia’s prior written consent); and
c) provide reasonable cooperation to Client in the defense of such claim, at Client’s expense.
14.1 Assignment. Client may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder without Inevia’s prior written consent. Inevia may freely assign this Agreement without restriction. Any attempted assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
14.2 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon confirmed transmission by email; or (c) one (1) business day after deposit with a nationally recognized overnight courier, addressed as follows:
If to Inevia:
Inevia, LLC
1655 Industrial Boulevard
Sugar Land, TX 77478
Attn: Account Management
Email: contact@inevia.co
If to Client:
Contact via email, address, or phone provided in the request form.
14.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
14.4 Independent Contractor. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation on the other Party’s behalf.
14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
14.6 Exclusive Venue. Any legal action, suit, or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Fort Bend County, Texas. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.
14.7 No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.
14.8 Entire Agreement. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.
14.9 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.
14.10 Electronic Acceptance. This Agreement and any SOW may be accepted or executed electronically. By checking an acknowledgment box and submitting an electronic form, the individual doing so represents that they are authorized to bind the applicable Party, and that action constitutes the Party’s electronic signature and acceptance. Electronic records and signatures shall have the same force and effect as original ink signatures.
14.11 Survival. Any provision of this Agreement that by its nature is intended to survive expiration or termination shall so survive, including without limitation Section 6 (Intellectual Property Ownership), Section 7.3 (Assumption of Risk), Section 8 (Confidentiality), Section 9 (Data Usage for Service Improvement), Section 10 (Marketing and Publicity Rights), Section 12 (Disclaimers and Limitations on Liability), and Section 13 (Indemnification).
14.12 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing the Agreement to be drafted. The headings in this Agreement are for convenience only and shall not affect the interpretation hereof.
1. Purpose. This Exhibit A sets forth the process by which Inevia will prepare, submit for review, and publish the Case Study referenced in Section 10 of the Agreement.
2. Preparation. Following the completion or expiration of the POC Term, Inevia may prepare a draft Case Study describing the business context, use case, solution implemented, process, and results of the POC. The Case Study may include general, non-confidential descriptions of Client’s industry, size, and business challenge.
3. Submission for Review. Inevia shall submit the draft Case Study to Client’s designated contact via email at the address specified in the Agreement’s notice provisions (or such other address as Client may designate in writing).
4. Review Period. Client shall have ten (10) business days from receipt of the draft Case Study (the “Review Period”) to review the draft and provide written comments limited solely to identifying specific Client Confidential Information that Client requests be removed or redacted. Client may NOT object to non-confidential factual statements regarding the use case, solution, or engagement; object to Inevia’s characterization of the results, methodology, or approach; require changes to Inevia’s editorial tone, style, or presentation; unreasonably withhold, condition, or delay approval; or require removal of Client’s name, logo, or general industry identification (which are licensed under Section 10 of the Agreement).
5. Deemed Approval. If Client does not provide written comments within the Review Period, Client shall be deemed to have approved the Case Study as submitted, and Inevia may publish the Case Study without modification.
6. Revision and Publication. If Client provides timely comments identifying Confidential Information, Inevia shall address such comments (by removing or redacting the identified Confidential Information) and may thereafter publish the revised Case Study without further review by Client.
7. Publication Channels. Inevia may publish the approved (or deemed-approved) Case Study on its website, blog, social media channels, marketing materials, sales presentations, proposals, conference presentations, and any other channel Inevia deems appropriate.
8. Updates. Inevia may update the Case Study from time to time, subject to the same review process described in Paragraph 4 for material changes that include new Client Confidential Information.