Proof of Concept Terms and Conditions

Turing delivers value to customers seeking to improve their use of artificial intelligence through various methods, including by providing managed professional services, artificial intelligence training services and software services (“Services”), and by delivering data, tooling, software and other key components for artificial intelligence augmentation (“Deliverables”).

The term of these POC Terms and Conditions (the “POC Term”) shall begin on the Effective Date of a POC Order Form and continue until the end of the period set out in the POC Order Form, unless earlier terminated by either party pursuant to the Agreement. Either party may terminate the Agreement at any time during the POC Term by notifying the other party in writing. Upon termination or expiration of the Agreement, any rights granted to Client shall immediately terminate and Client must promptly discontinue all use of the Services. Upon termination or expiration, the following Sections shall survive: Indemnification Obligation, Limitation of Liability, Confidentiality and General and any terms of the POC Form which by their nature are intended to survive termination..

Each Party may receive information that is proprietary to or confidential to the other Party or its affiliated companies and their clients ("Confidential Information"). Both Parties shall hold such information in strict confidence and not disclose such information to third parties or use such information for any purpose whatsoever other than to perform their duties and obligations under this Agreement or as required by law. No knowledge, possession, or use of Client’s Confidential Information will be imputed to Turing as a result of a Technical Professional’s access to such information. Information shall not be considered Confidential Information if the information:(i) is or becomes available to the general public; (ii) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party; (iii) was already in the receiving Party’s possession prior to disclosure by the disclosing Party; or (iv) is obtained by the receiving Party from a source other than the disclosing Party, which source is not under any confidentiality obligation. Upon termination of this Agreement, if requested in writing by the disclosing Party, the receiving Party will promptly return all items and copies containing or embodying Confidential information of the disclosing Party. The foregoing confidentiality and nondisclosure obligations shall not prohibit the disclosure of Confidential Information of the disclosing Party, to the minimum extent such disclosure is required by law or by regulation; provided, however, that, in such event, to the extent permitted by applicable law or regulation, the receiving Party shall provide the disclosing Party with prompt advance notice of such disclosure sufficient to provide the disclosing Party with the opportunity to seek a protective order or other appropriate remedy to limit or contest such disclosure requirement. The receiving Party shall use reasonable efforts to cooperate with the disclosing Party in its efforts to limit or contest such disclosure requirement.

Turing will use commercially reasonable efforts to provide the Services and deliver the Deliverables to Client in accordance with the Agreement and the specifications listed in the POC Order Form (“Specifications”). Client will: (A) provide or make accessible to Turing and its personnel any Client or third party software, code, information, documentation, or other materials and intellectual property required in connection with the Services and/or Deliverables (“Client Materials”), and (B) ensure that Client has and provides to Turing and its personnel all necessary rights and licenses to the Client Materials. Both parties will comply with all applicable laws, rules, regulations, statutes, executive orders, directives, decrees, guidance or other official releases of or by any governmental authority or any regulatory or self-regulatory organization, whether foreign or domestic, federal, state, provincial or local, including security and data protection and export control laws and sanctions regulations of the United States (“Applicable Laws”).

Client will pay Turing any fees as may be set forth in the POC Form (“Fees”). If any such Fees are charged, all payments will be made electronically via bank wire or ACH transfer, or where mutually agreed upon in advance, via credit card subject to additional fees and shall be payable within 30 days of the date of the invoice, unless otherwise stated in the POC Form or agreed to in writing by Turing. Except as set out in a POC Order Form, each party will bear its own expenses in connection with the performance of the Services. All Fees are exclusive of any sales tax, service tax, value added tax or other tax as may be applicable to the transaction, but not including any taxes on Turing’s income (“Taxes”). Where chargeable by Turing, Taxes will be set forth in an invoice and payable by Client

During the POC Term and for 24 months thereafter (the "Restricted Period"), Client shall not, directly, or indirectly, solicit or encourage any employees or contractors of Turing to leave engagement with Turing. The Restricted Period shall not prohibit any form of general advertising or solicitation that is not directed at a specific person or entity.

Except as stated in the POC Form, the parties do not intend to transfer Personal Information under this Agreement. To the extent that Personal Information is transferred, the parties shall comply with all Applicable Laws with respect to the collection, storage, transmission, or other processing of all Personal Data. The Data Protection Agreement located at [LINK] (including its definition of “Personal Information”) is hereby incorporated by reference into and made a part of this Agreement (the “DPA”).

With respect to all Deliverables provided to Client and paid for in accordance with the POC Form, including to the extent incorporating Turing intellectual property (“Turing Materials”), Turing grants Client a fully-paid, worldwide, irrevocable, non-exclusive license to copy, distribute, create derivative works of, and otherwise use such Deliverables for its internal testing purposes and for any other purpose specified in the POC Form.  If the Deliverables are provided free of charge, the above license shall be limited to the POC Term. With respect to the Client Materials, Client grants Turing a fully paid, worldwide, irrevocable, non-exclusive license to copy, distribute, create derivative works of, and otherwise use such Client Materials for its use in providing the Services and/or developing the Deliverables.  Except as expressly stated the POC Form, Turing retains all right and ownership in the Turing Materials, including the Deliverables licensed to Client hereunder, and Client retains all rights in the Client Materials.

. Client shall indemnify, hold harmless, and defend Turing and its officers, directors, employees, stockholders, and agents from and against and any and all third-party demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs) related thereto arising from Client’s (i) willful misconduct or gross negligence; (ii) acts, omissions, or breach of the Agreement or (iii) violation of Applicable Law. Turing reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will cooperate with Turing in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of the Agreement.

1. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AMOUNT OF ANY AND ALL LIABILITY OF TURING FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT AND PROVABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, THE AMOUNT (IF ANY) PAYABLE BY CLIENT TO TURING UNDER THE POC ORDER FORM. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY OUTSTANDING PAYMENT OBLIGATIONS OF CLIENT.
2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TURING SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO (i) THE POC TERM OR THE SERVICES (WHICH ARE PROVIDED ON AN "AS-IS" and "AS-AVAILABLE BASIS") OR (ii) TECHNICAL PROFESSIONAL(S), ANY WORK, WORK OUTPUT OR OTHER RESULTS ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY DIRECT AGREEMENT BETWEEN TECHNICAL PROFESSIONAL(S) AND CLIENT. TURING HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TURING DOES NOT GUARANTEE THE SERVICES OR THE QUALITY OR QUANTITY OF WORK PRODUCT PRODUCED BY TECHNICAL PROFESSIONALS. CLIENT ASSUMES ALL RISK WITH RESPECT TO CLIENT’S TECHNOLOGY, WEBSITES, PRODUCTS AND RELATED MATERIALS, INCLUDING ALL WORK, WORK OUTPUT AND MATERIALS INCORPORATED THEREIN..

1. This Agreement is non-exclusive in all respects. Without using a Disclosing Party’s Confidential Information, each party can develop products and services in any field of use without limitation hereunder.
2. The relationship of the parties hereunder is that of independent contractors, and the Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. Any Technical Professionals sourced by Turing hereunder shall at all times be independent contractors and shall not be deemed employees of either party.
3. The Agreement shall be governed, construed, and interpreted in accordance with the substantive laws of the State of Delaware, without giving effect to principles of conflicts of laws, and any disputes regarding the Agreement shall be brought and resolved exclusively in Santa Clara County, California.
4. No provision of this Agreement may be modified, amended, or waived unless agreed to in a writing signed by the Parties. To the extent any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of such provision shall be interpreted to reasonably effect the intent of the Parties. The Parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.
5. This Agreement (including the DPA, where applicable) and the exhibits attached to it contain the entire understanding between the Parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement. The provisions of this Agreement will inure to the benefit of and be binding on the Parties and their respective representatives, successors, and assigns. Client may not assign its rights under this Agreement, even in the event of a change of control, by operation of law or otherwise, without the prior written consent of Turing. Turing may reasonably assign the entirety of this Agreement to a parent or wholly owned subsidiary. Any assignment not permitted hereunder shall be null and void. The failure of a Party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such Party thereafter to enforce each and every provision of this Agreement.
6. Any and all notices required to be made or given under this Agreement shall be in writing, signed by the Party giving such notice and shall be delivered personally, by facsimile transmission or sent by overnight courier or by email, to the other Party to the appropriate address as shown on the first page of this Agreement or communicated otherwise.
7. Neither Party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, pandemics, or any other causes beyond the control of the non-performing Party.
8. Each Party represents and warrants to the other Party that (i) it has sufficient rights and authority to enter into this Agreement; (ii) it grants the rights and assumes all of its respective rights and obligations set forth herein; and (iii) the person signing on the respective Party’s behalf has the authority to execute and bind the respective Party to this Agreement. Except as may otherwise be provided herein, the Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity
9. Client hereby certifies that (i) it is not a person or entity that appears on any blocked, restricted, sanctioned or denied parties list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department’s Bureau of Industry and Security, or any other department of the U.S. government and is not directly or indirectly owned or controlled by any such person or entity and (ii) it will not directly or indirectly, export, re-export, transfer, release, or use any software or related information, media, or products in violation of Applicable Law. Turing will provide information regarding the export classification of any software upon Client’s reasonable request.