Affirm Trial Evaluation Agreement

Affirm Trial Evaluation Agreement

This evaluation agreement (this "Agreement") is between HYPR Corp. (“HYPR”) and you and, together with the HYPR Terms of Service, HYPR Privacy Policy, the HYPR Data Processing Addendum and the HYPR Affirm Biometric Data Policy and Consent, each of which are incorporated herein by reference, governs your use of the HYPR Affirm automated identity verification solution (the “Evaluation Service”) made available by HYPR for evaluation purposes only via HYPR Verify Trial (the “Site”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term "you" shall refer to such entity.

By using the Evaluation Service, you are agreeing to this Agreement, HYPR Terms of Service, HYPR Privacy Policy, the HYPR Data Processing Addendum and the HYPR Affirm Biometric Data Policy and Consent, which are collectively referred to as the “Terms” and which are enforceable like any written contract.

HYPR may update this Agreement by posting an updated Agreement on the Site. All changes become effective when posted. Such changes are not retroactive, but your continued use of the Evaluation Service after any such changes means you agree to such changes.

  1. Evaluation Rights
    1.1 Customer Acknowledgement. You represent that you are a bona fide potential customer of the Evaluation Service with an intent to purchase the Evaluation Service for your own internal needs and not for the benefit of a third party, the development of any product or service competitive with the Evaluation Service, competitive trialing or use for itself or on behalf of a third party, or any other purposes.
    1.2. Limited Grant of Evaluation Rights. Subject to the terms and conditions of this Agreement, HYPR makes the Evaluation Service available to you for non-commercial evaluation purposes only (establishing your interest to purchase a subscription to the Evaluation Service), and not for general production or any commercial use.
    1.3. Service Terms and Conditions. You acknowledge and agree that your use of the Evaluation Service is subject to the Terms, including, but not limited to the Terms of Service. Notwithstanding the foregoing, Section 11.1 (Indemnification by HYPR) and Section 7.1 (HYPR Warranties) of the Terms of Service shall not be applicable to the Evaluation Service. In the event of a conflict between the terms of this Evaluation Agreement and the Terms of Service, this Evaluation Agreement shall govern. 
    1.4. Termination of Evaluation Services. HYPR (or its authorized partner or reseller) may terminate access to Evaluation Services with or without advance written notice to you. 

  2. Warranty Disclaimers
    Notwithstanding anything to the contrary in the Terms and Conditions, Customer expressly acknowledges and agrees that the use of the Evaluation Services is at Customer’s own risk.  THE EVALUATION SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS and without any warranty of any kind.  HYPR expressly disclaims all warranties, express, implied, statutory or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights.  HYPR does not warrant that the functions contained in the Evaluation Service will meet your requirements, or that the operation of the Evaluation Service will be uninterrupted or error-free, or that defects in the Evaluation Service will be corrected. HYPR may discontinue the Evaluation Service at any time in its sole discretion and may choose to never make them generally available.

  3. Fees. You are utilizing the Evaluation Service via an authorized free evaluation. If we believe that you are not using the free evaluation in good faith, we may immediately terminate your access to the Evaluation Service. We reserve the right to limit the resources and features available to free trial users.
     
  4. Waivers and Limitations
    4.1 Consequential Damages Waiver.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL HYPR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
    4.2 Limitation of Liability.  Notwithstanding anything to the contrary in the Terms and Conditions, other than for claims based on liability which, by law, cannot be limited, in no event shall HYPR’s total liability to you for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) exceed ONE THOUSAND DOLLARS (US $1000.00).  

  5. Governing Law. These Terms will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of laws principles.  Any controversy or claim arising out of or relating to this Agreement will be brought in the federal or state courts having jurisdiction over New York County, New York, to whose exclusive jurisdiction the parties hereby irrevocably submit for such purposes.  

  6. Entire Agreement. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between HYPR and you with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing.  No terms or conditions stated in a customer order form or in any other order documentation shall be incorporated into, or form any part of, this Agreement, and all such terms or conditions shall be null and void.