Proof of Concept Agreement

Last updated: February 3, 2026‍

THIS PROOF OF CONCEPT AGREEMENT, including its exhibits attached or referred hereto (collectively, this "Agreement") is entered into as of the date of your POC request submission ("Effective Date") by and between Tenzai, Inc., a company incorporated under the laws of Delaware, United States ("Company"), and the company or organization submitting this POC request ("Evaluator"). Company and Evaluator may each be referred to herein individually as a "Party", and collectively as the "Parties".

1. Subscription

Subject to the terms and conditions of this Agreement, Company hereby grants Evaluator a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to access and use, via the Company's interface, the Company's solution ("Service"), during the Evaluation Period (as defined below), whether made available remotely (i.e. on a Software-as-a-Service basis) and/or, as applicable, as an on-premises deployment, solely for the purpose of internally evaluating the Service to determine whether to enter into a commercial agreement with the Company for a subscription to the Service ("Evaluation"). Unless otherwise indicated, the term "Service" also includes any appliance, reports and any manual or documentation provided or made available to Evaluator in connection with the Service. Evaluator shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Service. The Evaluation period is limited to 30 days commencing as of the Effective Date, and may be extended if agreed in writing by the Parties ("Evaluation Period").

2. Services

The Service may be accessed solely by the employees of Evaluator who are explicitly authorized by Evaluator to access and use the Service (each, a "User"). Evaluator shall immediately report any unauthorized access to or use of the Service to Company. To access the Service, Evaluator and/or its Users may be required to set up an administrative account with Company ("Account"). Evaluator warrants and represents that: all information submitted during the registration process is, and will remain, complete and accurate. Evaluator shall be responsible and liable for all activities of its Users and all activities that occur under or in its Account. While using the Service, certain data, such as personal data or other data, will be made available and/or accessible to Company or the Service ("Data"), and Evaluator shall test, scan, and assess certain systems, platforms, applications, environments or URLs (each a "Target"). Evaluator may direct the Service to test only those Targets that Evaluator owns; or is expressly authorized in writing to test (including conducting automated security testing, vulnerability scanning, and penetration testing). Prior to any testing, Evaluator shall provide Company with a list of authorized Targets, which may be set forth in Annex A. If any Target is hosted, managed, operated, or controlled by a third party, Evaluator shall: (a) obtain all required approvals and authorizations before testing such Target; and (b) be responsible for, and shall indemnify and hold harmless Company, its affiliates, and their respective directors, officers, and employees, from and against any claims or damages arising out of or relating to the testing of such Target or from Evaluator's failure to obtain the required approvals. Evaluator hereby grants Company and its affiliates a right to access the Targets, and access and use the Data for the purpose of providing and improving the Service. Evaluator represents and warrants that it has obtained any and all required consents or permits and has complied with all applicable laws, to allow Company to: (y) receive, transfer, and use the Data; and (z) access test, scan, and assess the Targets, solely for the purposes mentioned above.

3. Fees

Use of the Service during the Evaluation Period shall be subject to the payment of a one-time fee of 0 $US ("Fees"). The Fees shall be paid upfront, due within ten (10) following Evaluator's receipt of a valid invoice evidencing this expense and are non-refundable, without any right of set-off or cancellation.

4. Prohibited Uses

Except as specifically permitted herein, without the prior written consent of Company, Evaluator shall not, and shall not permit any User or third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available, distribute, publicly perform, or display any part of the Service (including by incorporation into its own services), or use the Service to develop any service or product that is the same as or substantially similar to the Service; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Evaluator's rights under this Agreement with any third party (including, but not limited to, offering the Service as part of a time-sharing, outsourcing, or service bureau environment); (iii) disclose the results or reports of any testing or benchmarking of the Service to any third party; (iv) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Service's source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (v) remove or alter any trademarks or other proprietary rights notices displayed on or in the Service; (vi) circumvent, disable, or otherwise interfere with security-related features of the Service or features that enforce use limitations; (vii) export, make available, or use the Service in any manner prohibited by applicable laws; or (viii) access or use the Service beyond any time, term, or usage limitations (including the Evaluation Period) agreed between the Parties, or in a manner not expressly permitted under this Agreement.

5. Mutual Warranties

Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) the execution and performance of this Agreement will not conflict with any other agreements to which it is bound or violate applicable law.

6. Intellectual Property Rights

6.1. The Service is not for sale and remains the sole property of Company. All right, title, and interest, including any intellectual property rights, evidenced by or embodied in, attached to, connected with, or related to the Service (and any and all improvements, modifications, and derivative works thereof) and any other deliverables or services provided by Company, are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Evaluator any interest in or to the Service other than a limited right to use the Service in accordance with this Agreement. Nothing herein constitutes a waiver of Company's intellectual property rights under any law.

6.2. Evaluator may provide Company with suggestions and/or comments regarding the Service (collectively, "Feedback"). Evaluator acknowledges that all rights, including intellectual property rights, in such Feedback shall belong exclusively to Company. Evaluator hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it may have in such Feedback and waives any and all moral rights therein. Company may use the Feedback at its sole discretion and is under no obligation to make use of it.

6.3. Any anonymous information derived from the use of the Service (including metadata, aggregated and/or analytics information, and/or intelligence relating to the operation, support, or Evaluator's use of the Service) that is not personally identifiable and does not identify Evaluator ("Analytics Information") may be used by Company, without limitation, for providing the Service, development, publication, and/or statistical purposes. Such Analytics Information is the exclusive property of Company.

7. Confidentiality

Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive ("Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party's Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement ("Permitted Use"). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All rights, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.

8. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, RELATED SERVICES, AND REPORTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT: (I) THE SERVICE, RELATED SERVICES, OR REPORTS WILL MEET EVALUATOR'S REQUIREMENTS; OR (II) THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. EXCEPT AS SET FORTH IN SECTION 5, COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. EVALUATOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE, RELATED SERVICES, OR REPORTS MAY NOT BE ACCURATE OR COMPLETE. COMPANY DOES NOT GUARANTEE THE DISCOVERY OF ALL VULNERABILITIES, MISCONFIGURATIONS, OR ATTACK PATHS, OR THE ABILITY TO RUN THE SERVICE ON EACH TARGET.

9. LIMITATION OF LIABILITY

EXCEPT FOR ANY DAMAGES RESULTING FROM WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS AND/OR GOODWILL. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES (IF ANY) ACTUALLY PAID TO COMPANY BY EVALUATOR DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

10. Term and Termination

This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the Evaluation Period, unless earlier terminated as set forth herein. Evaluator's unauthorized use of the Service or failure to comply with the terms of this Agreement shall result in automatic immediate termination of this Agreement, upon notice by Company. Upon termination or expiration of this Agreement: (a) each Party shall promptly return or destroy all Confidential Information received from the other Party, and all copies thereof; (b) Evaluator shall: (i) immediately cease access to and use of the Service; (ii) return the Service and all copies thereof, as well as its related documentation in Evaluator's or any of its Users' possession or control to Company; and (iii) erase or otherwise destroy all copies of the Service in its possession, which are fixed or resident in the memory or hard disks of its devices. The provisions of this Agreement that, by their nature and content, must survive termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive, including but not limited to Sections 6, 8, 9 and 11 hereof.

11. Miscellaneous

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, replaces and supersedes all prior and contemporaneous oral or written understandings, agreements and statements, and may be amended only by a written agreement executed by both Parties. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. The competent courts of Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Company will not be liable for any delay or failure to provide or make the Service available resulting from circumstances or causes beyond the reasonable control of Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Contact

For questions regarding this Proof of Concept Agreement, please contact us at: team@tenzai.com