Design Partner Evaluation Terms of Use

These Evaluation Terms of Use (the “Evaluation Terms”) govern your access to and use of the Evaluation Services (defined below) provided by Prelude Research, Inc. or any of its affiliates (collectively, “Prelude”). 

BY EXECUTING AN EVALUATION ORDER, STATEMENT OF WORK OR SIMILAR DOCUMENT THAT REFERENCES THESE EVALUATION TERMS, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE EVALUATION TERMS (TOGETHER, THE “AGREEMENT”). IF YOU DO NOT AGREE TO THESE EVALUATION TERMS, YOU MAY NOT ACCESS OR USE THE EVALUATION SERVICES. IF YOU ARE ENTERING INTO THESE EVALUATION TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE EVALUATION TERMS. 

THIS AGREEMENT IS INTENDED SOLELY FOR THE INTERNAL TESTING OF EVALUATION SERVICES IN A NON-PRODUCTION ENVIRONMENT ONLY AND DELIVERY OF FEEDBACK TO PRELUDE IN RELATION THERETO (THE “EVALUATION PURPOSE”). YOU SHALL NOT DEPLOY OR USE THE EVALUATION SERVICES IN ANY LIVE, PRODUCTION OR COMMERCIAL ENVIRONMENT.  ANY PRODUCTION OR COMMERCIAL USE WILL REQUIRE THE PARTIES TO EXECUTE A SEPARATE MASTER SERVICES AGREEMENT (OR OTHER DEFINITIVE AGREEMENT) IN ADVANCE OF SUCH USE. ‍

Definitions

“Design Partner Inputs” means the information input into, collected by, or derived from the Evaluation Services pursuant to your use of the Evaluation Services, including any derivative information contained in or generated by the Evaluation Services, but excluding any Feedback (as defined below). 

“Evaluation Order” means an order form entered into between you and Prelude in relation to the Evaluation Services. 

“Evaluation Services” means the evaluation services specified on the Evaluation Order and any updates thereto.

“Users” means your employees, contractors or other natural persons that you authorize to access and use the Evaluation Services, up to the maximum number stated in an Evaluation Order (if applicable). Each User must have unique login credentials and may not share those credentials with any other person.

Term and Termination

This Agreement shall be effective as of the date you agree to the terms herein, and continues until termination or expiration of the Evaluation Order (such period, the “Term”). Either party may terminate this Agreement for any or no reason by providing written notice of termination to the other party, provided that termination shall not impact any payment obligations on Evaluation Fees (as defined in an Evaluation Order) that have become due and you shall not be entitled to a refund of Evaluation Fees for the remainder of the unused Term. Upon termination, you shall (a) cease all use of the Evaluation Services and take such steps as Prelude may require to uninstall the Evaluation Services; (b) delete all Prelude confidential information; and (c) certify such deletion/un-install in writing if requested.

Use of Evaluation Services  

Use of Evaluation Services. Prelude shall permit Users to access, install copies of (if applicable), and use Evaluation Services during the Term for the Evaluation Purpose. You are strictly prohibited from use of the Evaluation Services in a production environment, and from: (a) decompiling, disassembling or otherwise reverse engineering the Evaluation Services; (b) circumventing technical safeguards; (c) removing proprietary notices; (d) uploading personal, sensitive or regulated data; or (d) permitting any third party to do the foregoing.

Generation and Use of Reports.  During the Term, Users may generate reports (or other information) through their use of the Evaluation Services (“Reports”). You may use the Reports in connection with its use and evaluation of the Evaluation Services. 

Limited Rights.  Except for the limited rights expressly set forth in this Agreement, neither party is granted any right, license or ownership interest with respect to the other party’s information, property or any intellectual property rights associated therewith. As between you and Prelude, (a) Prelude owns and shall retain all right, title, and interest in and to the Evaluation Services (but excluding any Design Partner Inputs contained therein) and Feedback (as defined below) and (b) you own and shall retain all right, title, and interest in and to Design Partner Inputs (as well as any Design Partner Inputs and derivatives thereof contained in the Evaluation Services and Reports).

Feedback

Feedback Obligations. You will dedicate reasonable resources to the evaluation of the Evaluation Services and shall provide timely, candid feedback on the Evaluation Services as reasonably requested by Prelude, including without limitation bug reports, usage data, performance metrics and suggestions (“Feedback”), as further set forth in an Evaluation Order. 

Assignment of Feedback. You hereby assign to Prelude all right, title and interest in and to the Feedback, including all intellectual property rights therein. To the extent moral rights cannot be assigned, you irrevocably waive and agree never to assert such rights against Prelude. 

Confidentiality  

The parties’ obligations for the exchange of confidential information under this Agreement shall be governed by the latest nondisclosure agreement executed between the parties which is incorporated by reference herein (the “NDA”).

No Obligation to Proceed

Nothing herein will obligate either party to enter into a license agreement for the Evaluation Services after the termination or expiration of this Agreement, or create exclusivity between the parties.

Subcontractors

Prelude may utilize subcontractors in hosting and/or making the Evaluation Services available for your use hereunder; provided that Prelude (a) retains full responsibility for the acts and omissions of such subcontractors and (b) will cause such subcontractors to comply with all obligations applicable to Prelude under this Agreement.

Disclaimer of Warranties

THE EVALUATION SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. PRELUDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THAT THE EVALUATION SERVICES ARE ERROR-FREE OR WILL SECURE YOUR ENVIRONMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRELUDE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SAME. PRELUDE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID UNDER THE EVALUATION ORDER FORM.

Survival

The provisions of these Evaluation Terms that by their nature should survive termination shall survive, including without limitation, warranty disclaimers, limitation of liability, confidentiality and governing law provisions.

No Partnership

The parties are independent contractors; nothing in this Agreement creates an agency, partnership or joint venture between the parties.

General

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.  There are no third party beneficiaries to this Agreement, except as expressly set forth herein.  You may not assign this Agreement without Prelude’s prior written consent. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof.  All notices under this Agreement shall be in writing to the address set forth in an Evaluation Order and shall be effective when received.  

Prelude reserves the right to modify this Agreement at any time by providing such revised Agreement to you or by publishing the revised Agreement. Your continued use of the Evaluation Services shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.

This Agreement, together with the NDA, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, representations and understandings between the parties, with respect to such subject matter.  With respect to the Evaluation Services, this Agreement also supersedes any shrink wrap, click wrap, or click through license agreement, terms of service, terms of use, privacy notice, or other terms that may appear on any Prelude Internet site or accompany the Evaluation Services or other licensed works hereunder.  

‍

Effective Date: April 30, 2025