Enterprise Pilot Terms

PLEASE THOROUGHLY REVIEW THESE PILOT TERMS.

These Giga AI, Inc. Enterprise Pilot Terms (“Pilot Terms”) govern any limited, evaluation-only access to the Giga Platform and Giga Services provided under a pilot, evaluation, or proof-of-concept arrangement (“Pilot”). The Pilot Terms supplement the Giga Terms of Service (“Terms”). Your use of the Pilot Services (as defined below) is also subject to our Prohibited Use Policy and our Privacy Policy. Capitalized terms used in these Pilot Terms have the meanings set forth in the Terms unless otherwise defined herein. By referencing these Pilot Terms in an Order Form and executing that Order Form, or by accessing or using the Pilot Services, Customer agrees to be bound by these Pilot Terms.

1) Pilot Scope

The Pilot is intended to enable Customer to evaluate the Giga Platform and Giga Services for potential future commercial use. It may not be used for production, live customer-facing, or commercial purposes, unless the applicable Order Form expressly states otherwise. The scope of the Pilot is limited to the Giga Platform and/or Giga Services expressly identified in the applicable Order Form, or as otherwise communicated by Giga in writing (“Pilot Services”).

2) Term and Termination

The Pilot will commence on the date Giga provides Customer access to the Pilot Services (the “Pilot Start Date”) and will continue for 8 weeks thereafter (the “Pilot Period”), unless otherwise agreed in writing. Giga may terminate the Pilot for convenience upon written notice to Customer at any time prior to the end of the Pilot Period. Giga may also terminate the Pilot immediately upon written notice if Customer materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice. Upon termination or expiration of the Pilot, Customer will immediately cease all use of the Pilot Services and, upon Giga's written request, delete any Confidential Information of Giga’s in its possession. Any and all fees due shall be paid as of the termination date, in accordance with the signed Pilot Order Form.

The Pilot will not automatically convert into, or obligate either party to enter into, a paid subscription term. Any continued or expanded use of the Giga Platform or Giga Services following the Pilot Period requires a new, mutually executed Order Form and Master Service Agreement as Required.

3) Fees

The Pilot is provided at the cost specified in the applicable Pilot Order Form, unless otherwise agreed in writing. Unless otherwise agreed in writing, Giga is under no obligation to continue providing access to the Pilot Services or to offer commercial terms following the Pilot.

4) Cure Period

In the event of a breach by Customer of these Pilot Terms, a five (5) day cure period will apply in lieu of any standard cure period otherwise set forth in the Terms.

5) Limited Use of Customer Materials

Notwithstanding anything to the contrary in the Terms, Giga will not use Customer Materials submitted during the Pilot to train or improve any AI or machine learning models, other than as strictly necessary for Giga to provide the Pilot Services to Customer. This limitation applies only during the Pilot Period; use of Customer Materials following conversion to a paid term will be governed by the Terms and the applicable Order Form or Master Service Agreement. If the Pilot expires or is terminated without conversion to a paid term, Giga will, upon Customer's written request, delete or return Customer Materials in its possession and will not use such Customer Materials to train or improve any AI or machine learning models.

6) Ownership; Use Restrictions

As between the parties, Giga owns all right, title, and interest in the Giga Platform, Giga Software, Giga Services, and all related intellectual property, and Customer owns all right, title, and interest in Customer Materials, subject to the license and restrictions set forth in the Terms. During the Pilot, Customer will not: (a) copy, modify, or create derivative works of the Giga Platform or Documentation; (b) reverse engineer, decompile, or attempt to derive the source code, models, weights, or parameters underlying the Giga Platform; (c) use the Pilot Services to build or benchmark a competing product, or disclose or provide Giga's Confidential Information (or Giga Platform outputs) to any competitor; or (d) permit any person other than its authorized users to access the Pilot Services.

7) Confidentiality

(A) “Confidential Information” means all information disclosed or otherwise made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Pilot or the parties' evaluation of a potential business arrangement, regardless of form, that is designated as confidential or should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Confidential Information of Giga includes the Giga Platform, Documentation, pricing, product roadmaps, and other business and technical information. Confidential Information of Customer includes Customer Materials. Confidential Information excludes information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already in the Receiving Party's possession without confidentiality restriction; (iii) was rightfully received from a third party without restriction; or (iv) was independently developed without reference to the Disclosing Party's Confidential Information.

(B) The Receiving Party will protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than a reasonable degree of care, and will use it only in connection with the Pilot. The Receiving Party may disclose Confidential Information only to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 7, or as required by law (subject to prior notice to the Disclosing Party where legally permitted).

(C) These confidentiality obligations survive termination or expiration of the Pilot for Seven (7) years, except that obligations with respect to trade secrets survive for as long as the information remains a trade secret.

8) Data Processing

Giga's processing of any personal data contained in Customer Materials submitted or generated in connection with the Pilot is governed by our Data Processing Addendum (“DPA”), incorporated by reference. Giga may engage subprocessors, and Giga support and safety personnel may access Customer Materials as reasonably necessary to provide the Pilot Services or to enforce the Prohibited Use Policy, in each case as further described in the DPA.

9) Representations Regarding End Users

If the Pilot involves any interaction with Customer's actual end users, Customer represents and warrants that it has provided end users with sufficient notice of (a) their interaction with an AI-powered system rather than a human, (b) the recording of end-user interactions, and (c) Giga's processing of related personal data, and that Customer has obtained and will maintain all consents, lawful bases, and authorizations required under the Telephone Consumer Protection Act and other applicable telecommunications and consumer-protection laws. These obligations apply in full during the Pilot and are not limited or waived by the evaluation nature of the Pilot.

10) Disclaimer; Limitation of Liability and Indemnity

THE PILOT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT FOR BREACH OF SECTION 6 (OWNERSHIP; USE RESTRICTIONS), BREACH OF PAYMENT OBLIGATIONS, OR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PILOT. EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THE PILOT WILL NOT EXCEED THE GREATER OF (I) THE FEES ACTUALLY PAID BY CUSTOMER FOR THE PILOT, AND (II) $1,000 (THE “PILOT LIABILITY FLOOR”) WHICHEVER IS GREATER.

10.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless Giga and its officers, directors, employees, and agents from and against any third-party claims, losses, and reasonable expenses (including attorneys' fees) arising out of or relating to (a) Customer Materials, including any allegation that Customer Materials infringe or misappropriate a third party's intellectual property rights or violate applicable law, or (b) Customer's breach of its obligations under Section 9 (Representations Regarding End Users).

Customer will defend, indemnify, and hold harmless Giga and its officers, directors, employees, and agents from and against any third-party claims, losses, and reasonable expenses (including attorneys' fees) arising out of or relating to (a) Customer Materials, including any allegation that Customer Materials infringe or misappropriate a third party's intellectual property rights or violate applicable law, or (b) Customer's breach of its obligations under Section 9 (Representations Regarding End Users).

11) Miscellaneous

These Pilot Terms, together with the Terms and the applicable Order Form, are the entire agreement between the parties with respect to the Pilot. Giga may update these Pilot Terms from time to time by posting a revised version at giga.ai; provided, however, that the version of these Pilot Terms in effect as of the date of signature of the applicable Order Form shall govern that Pilot. Export control, governing law, and dispute-resolution provisions of the Terms apply in full to the Pilot.

End of Policy.