Intellectual Property

Centric Software’s Trademarks

Centric Software, Centric PLM, Centric Planning, Centric Visual Boards and Centric Market Intelligence are examples of commercial trademarks or registered trademarks of Centric Software, Inc. or its subsidiaries in the US and/or other countries.

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Centric Software’s Logos

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Centric Market Intelligence™ Trials

Evaluation Terms and Conditions

By using the Services during the two week trial period (the “Trial), you agree to be bound by this Evaluation Services Agreement (the Agreement), effective upon the Trial start date (the Effective Date). This Agreement between you (Customer) and stylesage, Inc., a Delaware corporation with a place of business at 115 Broadway, New York, NY 10004 (Centric Market Intelligence; together with Customer, each a Party and, collectively, the Parties). The Parties agree as follows:

1. Definitions.

Deliverable means any work product resulting from, or developed by Centric Market Intelligence in connection with the Services and made available to Customer by Centric Market Intelligence. For the avoidance of doubt, Deliverables may include (but are not limited to) Raw Product Data, if applicable.

Services means the provision by Centric Market Intelligence to Customer of any or all of access to the (a) Analytics Platform, (b) Product Data API, (c) Smart Tagging Solution or (d) Product Matching Service.

2. Services.

2.1 Evaluation Services. Centric Market Intelligence agrees to undertake the Services solely for Customer’s evaluation purposes for the Trial.

3. Proprietary rights.

3.1 Deliverables. Unless otherwise agreed by the Parties in writing, Centric Market Intelligence shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to the Deliverables. Subject to the terms and conditions of this Agreement, Centric Market Intelligence hereby grants Customer a nonexclusive, nontransferable right and license (without right to sublicense) to use such Deliverables internally for internal business purposes (the Permitted Purpose), subject to any other rights or restrictions expressly set forth in the Terms and Conditions. Customer agrees that it will not (a) use the Deliverables for any purpose other than the Permitted Purpose, (b) disclose the Deliverables to any third parties (except to its Authorized Users as defined in the Terms and Conditions, (c) reproduce or create derivative works of the Deliverables, or (d) otherwise modify the Deliverables. Notwithstanding the prohibition set forth above in this Section 3.1, Customer may use Customer’s own internal algorithms to process Raw Product Data for the Permitted Purpose (the results thereof, Processed Data), it being understood that (i) Customer is prohibited from using the Raw Product Data or Processed Data to train Customer algorithms or facilitate machine learning of any kind and (ii) Processed Data shall otherwise be subject to the restrictions regarding the use and disclosure of Deliverables set forth herein. Customer will promptly notify Centric Market Intelligence in writing of any breach of this Section 3.1 of which it becomes aware. Centric Market Intelligence may replace or modify any Deliverables at any time so long as doing so does not substantially compromise the principal functions of such Deliverables. Except for the limited rights and licenses expressly granted hereunder concerning the Deliverables, no other license is granted, no other use is permitted and Centric Market Intelligence (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights therein) in and to all Deliverables and all information, ideas, know-how, methods, processes, software and other technologies that are used in performing any Service. For purposes of clarity, Centric Market Intelligence retains all right title and interest in the Deliverable, Customer, if applicable, retains all right, title and interest in any Tagging Data Output, if applicable.

3.2 General Learning. Customer agrees that Centric Market Intelligence is free to reuse all generalized knowledge, experience, know-how and technologies (including ideas, concepts, processes and techniques) related to the Deliverables or acquired during performance of the Services (including without limitation, that which it could have acquired performing the same or similar services for another customer).

4. Confidentiality.

4.1 Scope. The term Confidential Information means the terms of this Agreement and all information, including without limitation, all trade secrets (as expressly defined by and subject to applicable law), know-how, inventions, developments, software and other financial, business or technical information disclosed, whether before or after the Effective Date, by or for a Party in relation to the Services (including all copies, analyses and derivatives thereof) and marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by their nature would be understood by a reasonable person to be proprietary or confidential. For the avoidance of doubt, all Deliverables and pricing information related to this Agreement shall constitute Centric Market Intelligence’s Confidential Information. Confidential Information (excluding the terms of this Agreement, Deliverables and pricing information related to this Agreement) shall not include any information that the receiving Party can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the disclosing Party with respect to such information, (b) generally available to the public without breach of this Agreement, or (c) independently developed by it without reliance on the disclosing Party’s Confidential Information.

4.2 Confidentiality. Customer shall not possess, access, or use any Centric Market Intelligence Confidential Information for any purpose other than the Permitted Purpose. Centric Market Intelligence may use Customer Confidential Information to provide Services under this Agreement. The receiving Party shall not disclose any of the disclosing Party’s Confidential Information except (a) as required by law or (b) (i) in respect of Centric Market Intelligence, to its directors, officers, employees, contractors, financing sources (including, without limitation, current and prospective investors), and professional advisors (those that receive disclosing Party Confidential Information, collectively, the Centric Market Intelligence Representatives) and (ii) in respect of Customer, to its (x) Authorized Users and (y) professional advisors who are bound by confidentiality obligations and who have a clear and well-defined “need to know” such information for the Permitted Purpose (collectively, the Customer Representatives). The receiving Party shall use reasonable care to protect the disclosing Party’s Confidential Information. Centric Market Intelligence shall be responsible for any breach of obligations set forth in this Section 4 by the Centric Market Intelligence Representatives and Customer shall be responsible for any breach of the obligations set forth in this Section 4 by the Customer Representatives. Promptly after any termination of this Agreement (or at the disclosing Party’s request at any other time), the receiving Party shall return all of the disclosing Party’s tangible Confidential Information, permanently erase all of the disclosing Party’s Confidential Information from any storage media and destroy all information, records and materials developed therefrom, except that (i) Customer may retain a copy of any Deliverables delivered by Centric Market Intelligence to Customer under this Agreement for the sole purpose of exercising the right and license granted to it under Section 3.1 (Deliverables) and (ii) Centric Market Intelligence may retain Customer Confidential Information as required by law, for regulatory or audit purposes, or to comply with internal retention policies. Each Party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other Party; provided that, either Party may provide a copy of this Agreement or otherwise disclose its terms in connection with any financing transaction or due diligence inquiry or legal or regulatory requirement.

5. Payments.

5.1 Fees. No fees shall be owed for the limited two week trial. Any purchase

6. No Warranty.

6.1 Services. The services are provided “as is” and without warranty. Centric Market Intelligence has no obligation to support or otherwise maintain the services. Centric Market Intelligence makes no warranties, express or implied with respect to the services including any warranty of merchantability or fitness for a particular purpose. Centric Market Intelligence disclaims any warranty or liability obligations to customer of any kind.

7. Limitation of Liability

7.1 Limitation of Liability. Centric Market Intelligence is not liable for any property damage, personal injury, loss of profits, interruption of business, or for any other indirect, punitive, special, consequential or incidental damages, however caused, whether for breach of warranty, contract, tort (including negligence), strict liability or otherwise even if Centric Market Intelligence has been previously advised of the possibility of such damages. where legal liability cannot be excluded, but may be limited, Centric Market Intelligence’s liability and that of its affiliates shall be limited to the sum of one hundred ($100.00) dollars (or the then current value in the relevant local currency) in total.

8. Term and Termination.

8.1 Term. This Agreement shall commence on the Effective Date and continue in effect until the expiration or termination of the Trial.

8.2 Termination. Either party may terminate this Agreement at any time upon 5 days prior written notice. Centric Market Intelligence may terminate this Agreement immediately upon written notice if Customer fails to comply with this Agreement. Upon expiration or termination, Customer shall promptly, at Centric Market Intelligence’s option, destroy or return any Centric Market Intelligence Confidential Information to Centric Market Intelligence and furnish to Centric Market Intelligence, upon request, a certificate signed by an officer of Customer stating that the Centric Market Intelligence Confidential Information has been destroyed or returned to Centric Market Intelligence.

9. General Provisions.

9.1 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties and supersedes and cancels all previous and contemporaneous negotiations, agreements or commitments with respect to the subject matter hereof. This Agreement shall not be assigned by Customer under any circumstances. This Agreement may not be released, abandoned, changed or modified in any manner except by an instrument in writing duly signed by each of the parties.

9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York state having jurisdiction over Centric Market Intelligence’s facility, and both Parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party will be entitled to recover the costs and expenses (including reasonable attorneys’ fees), based on a final determination of a court of competent jurisdiction, that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

9.3 Relief. Each Party agrees that, in the event of any breach or threatened breach of Section 3 (Proprietary Rights) or 4 (Confidentiality), the non-breaching Party could suffer irreparable damage for which it may have no adequate remedy at law. Accordingly, the non-breaching Party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety. Such remedies shall be in addition to any other remedy that the non-breaching Party may have at law or in equity.

9.4 Notices. All notices under this Agreement will be in writing, in English and delivered to the Parties at their respective addresses first stated above or at such other address designated by written notice. Notices sent to Centric Market Intelligence shall be sent to the attention of the CEO. Notices will be deemed to have been duly given when received, if personally delivered; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.