Terms for Limited Trial Subscription Application

These Terms for Limited Trial Subscription Application (“Terms”) apply to the agreement entered into between the Customer (as identified in the Order Form) and the Company (as identified in the Order Form) and set forth the terms and conditions under which Company will provide the Customer with access to its artificial intelligence Platform (“Platform”), Platform for the Customer to evaluate on a trial basis the Company’s products and services offered on the Platform. These Terms are subject to the Company’s Privacy Policy, https://www.firecompass.com/privacy-policy/, along with any other materials, documents, or communications provided by the Company to the Customer (“Documentation”)

The Customer agrees to be bound by these Terms and the Documentation. In case of conflict between these Terms and those in Documentation, the Terms shall prevail.

1. License Grant
   • Subject to the provisions of these Terms, the Company grants the Customer a non-exclusive, non-transferable, non-assignable, revocable, limited right to access (on a SaaS basis) and use (as per the details contained in the Order Form) the Platform solely for the purpose defined under the section “PoC Scope” of the Order Form.
   • On the Effective Date, as identified in the Order Form, the Customer will receive access, as provided under the PoC Scope, to the Platform for the Trial License Period, mentioned in the Order Form (“Trial License Period”). The Company will provide login credentials, and the Customer shall ensure its confidentiality, as per the Terms and Documentation, and be responsible for all activities under its account.
   • If the Customer wishes to continue using any services after the Trial License Period, it must enter into a separate agreement with the Company under mutually agreed terms.
   • Restrictions on the Grant: Unless expressly permitted under these Terms or with the Company’s prior written consent, the Customer shall not, directly or indirectly: (i) copy, modify, create derivative works of, or distribute any part of the Platform, including through incorporation into the Customer’s own products or services; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or otherwise share or grant any rights to the Platform or the Customer’s rights under these Terms to any third party; (iii) use any open-source software in connection with the Platform in a manner that would require the Company to disclose or make available the source code of the Platform to any third party; (iv) disassemble, decompile, reverse-engineer, or otherwise attempt to discover the source code, underlying structure, ideas, or algorithms of the Platform; (v) use the Platform in any manner that infringes upon or violates the rights of any third party, including but not limited to privacy rights, publicity rights, or intellectual property rights; (vi) remove, alter, or obscure any proprietary notices, trademarks, or branding associated with the Platform; (vii) circumvent, disable, or otherwise interfere with security features, usage restrictions, or access controls of the Platform; (viii) export, transfer, or use the Platform in violation of applicable laws, including but not limited to export control laws and data protection regulations; and/or (ix) transmit, introduce, or use the Platform to distribute any malicious code, including but not limited to viruses, Trojan horses, worms, malware, or any other harmful software intended to damage, disable, or disrupt systems or data.

2. Title and Ownership
   • The Platform, including all its components, software, and any copies thereof—whether in original form or as derivative works, enhancements, modifications, updates, or extensions—shall remain the sole and exclusive property of Company. All rights, title, and interest, including all intellectual property rights, in and to the Platform and any related derivatives or modifications, are and shall remain owned solely by the Company. This Agreement grants the Customer only a limited right to use the Platform as specified in Section 1 and does not transfer any ownership or proprietary interest. The Company reserves all rights not expressly granted herein.
   • Any feedback, suggestions, reports, or other input provided by the Customer regarding the Platform (“Feedback”) shall be deemed the exclusive property of the Company. The Customer hereby irrevocably assigns and transfers all intellectual property rights in such Feedback to the Company and waives any associated moral or economic rights. The Company may use such Feedback at its sole discretion, without obligation to incorporate or acknowledge it.
   • The Company may collect and use anonymized and aggregated data derived from the use of the Platform (e.g., metadata, analytics, or statistical insights) that does not contain personally identifiable information (“Analytics Information”). Such Analytics Information shall remain the exclusive property of the Company and may be used for service improvements, Platform development, and statistical purposes.

3. Confidentiality
   • Any Confidential Information (as defined below) shared by one Party (“Disclosing Party”) with the other (“Receiving Party”) shall be treated as strictly confidential. “Confidential Information” includes all information, whether written or oral, shared by the Disclosing Party regarding its business, finances, operations, technology, customers, agreements, pricing, strategies, and any proposed transactions, login credentials, including these Terms and its existence, and includes any information which is not in the public domain.
   • Confidential Information does not include information that:

• was publicly known before disclosure;
• becomes public without the Receiving Party’s involvement;
• is independently developed without reference to disclosed information;
• is approved for release by the Disclosing Party; and/or
• must be disclosed by law, provided the Receiving Party notifies the Disclosing Party in advance (where possible) and consults on the disclosure.
• A combination of information shall not be considered non-confidential merely because individual elements fall under the exceptions above unless the combination as a whole qualifies.
• The Receiving Party shall not disclose it to third parties or use it for any purpose other than the intended purpose without the Disclosing Party’s prior written consent.
• The Receiving Party may share Confidential Information only with its authorized representatives on a need-to-know basis, ensuring they are bound by similar confidentiality obligations. The Receiving Party is responsible for any breach by its representatives.
• The Receiving Party shall protect the Confidential Information with at least the same level of care as its own confidential data, but no less than reasonable care to prevent loss, theft, or unauthorized access
• These obligations shall survive for the term and five (5) years thereafter except for trade secrets and source code that shall be protected indefinitely.
• If the Receiving Party discovers any unauthorized disclosure or misuses the Confidential Information, it must notify the Disclosing Party within seven (7) days and take immediate action to prevent further breaches.
• The Receiving Party shall not use, alter, copy, reverse-engineer, or store the Disclosing Party’s Confidential Information in any externally accessible system, nor transmit it outside its usual storage location.
• Within seven (7) days of a written request or termination of these Terms, the Receiving Party shall return or destroy all Confidential Information, including digital and physical copies, and certify compliance if required by the Disclosing Party.
• All Confidential Information is provided by the Disclosing Party on an “as is” basis with all defects, errors, and deficiencies, and without any representation or warranty as to completeness or accuracy.
• The Receiving Party agrees that Confidential Information is and shall remain the exclusive property of the Disclosing Party and/or their rightful providers (as the case may be). Neither these Terms nor any conduct of the Parties under these Terms shall be construed in any way as granting, whether explicitly or implicitly, any license under or interest of any kind in any patent, patent applications, copyright, trade secrets, know-how, inventions, ideas, algorithms, processes, operations, techniques, designs, schematics, sketches, drawings, trademarks, service marks, trade names or other intellectual property rights except for the limited rights to receive, use and disclose Confidential Information expressly granted to the Receiving Party under these Terms.
• The Parties acknowledge that any breach of this provision may cause irreparable harm, for which monetary damages may be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief or other equitable remedies, in addition to any other legal rights available.

4. Term and Termination
   • This Agreement begins on the Effective Date and remains in effect until the earlier of (i) the Trial License Period’s expiry or (ii) execution of a definitive agreement, unless terminated earlier per the provisions of these Terms.
   • Either Party may terminate these Terms with seven (7) days’ prior written notice.

5. Representation and Warranties

Each Party represents and warrants to the other that (a) it has the necessary power and authority to enter into these Terms,  (b) that the execution of these Terms by such of them has been duly authorized by all necessary corporate action, if applicable, and (c) that the performance of its obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom.

6. No Warranty and Mutual Limitation of Liability

• TO THE EXTENT PERMITTED BY LAW, THE PLATFORM OR OTHER OUTPUT WHICH MAY BE PROVIDED TO CUSTOMER HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FOR PURPOSES AS DEFINED IN THESE TERMS ONLY. THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT,WITH RESPECT TO THE PLATFORM, ANY REPORTS OR OTHER OUTPUT WHICH MAY BE PROVIDED TO CUSTOMER HEREUNDER AND ANY RELATED MATERIALS, SOFTWARE AND/OR DOCUMENTATION. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY OR HARMFUL MATERIAL THAT MAY INFECT THE CUSTOMER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THEIR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM.
• THE CUSTOMER ACKNOWLEDGES THAT PENETRATION TESTING SERVICES ARE INTENDED TO PROBE AND EXPLOIT SYSTEM WEAKNESSES WHICH CAN CAUSE DAMAGE TO VULNERABLE SYSTEMS. THE CUSTOMER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY RESULTING DAMAGE AND CUSTOMER IS ADVISED TO FULLY BACKUP SYSTEMS AND DATA AND TAKE OTHER MEASURES IT DEEMS APPROPRIATE GIVEN THE VOLATILE NATURE OF PENETRATION TESTING.
• IN NO EVENT SHALL COMPANY AND/ITS AFFILIATES  OR THE CUSTOMERS AND/ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR GOODWILL, LOST OR DAMAGED DATA OR DOCUMENTATION, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES,  HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE PLATFORM, OR CUSTOMER’S USE OF THE PLATFORM. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY CUSTOMER TO COMPANY FOR USING THE PLATFORM WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

7. Governing Law and Jurisdiction

All matters relating to the Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

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