Proof Of Concept Terms And Conditions
Last Updated: November 25, 2025
These Proof of Concept Terms and Conditions ("POC Terms") govern the evaluation of Jozu software products and services ("Software") provided by Akara Technologies Inc., a Delaware corporation doing business as Jozu ("Jozu"). The entity on whose behalf an individual requests, receives, or uses Jozu-provided credentials to access the Software is the "Customer." By using credentials provided by Jozu, accessing the Software repository, downloading installation materials, or installing the Software, Customer agrees to be bound by these POC Terms.
1. Definitions
"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, the Software, Documentation, pricing information, business plans, technical data, product plans, and customer information.
"Customer Data" means any data, metadata, content, models, configurations, or other materials that Customer or its authorized users upload to, create within, process through, or store using the Software during the POC Period, including ModelKits, model weights, training data, code, and configuration files.
"Customer Environment" means any computing infrastructure owned, operated, or controlled by Customer where the Software is installed or operated.
"Feedback" means any suggestions, enhancement requests, recommendations, or other feedback provided by Customer regarding the Software.
"ModelKit" means any OCI-compliant Artifact package. This includes KitOps formatted ModelKits, CNCF ModelPacks, or any other OCI packages added to, created in, or managed by the Software.
"POC Period" means the evaluation period specified in an applicable Order Form or, if not specified, fourteen (14) calendar days from the date Customer first installs or accesses the Software.
"Software" means Jozu's proprietary software products made available for evaluation, including the Jozu Hub and any associated tools, utilities, and documentation.
2. POC License grant and restrictions
2.1 License Grant
Subject to Customer's compliance with these POC Terms, Jozu grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for internal evaluation purposes during the POC Period. By using credentials provided by Jozu, accessing the Software repository, downloading installation materials, or installing the Software, Customer agrees to be bound by these POC Terms on behalf of the entity identified in the credential request or associated correspondence. The individual using such credentials represents and warrants that they have the authority to bind such entity.
2.2 Pre-Production Use Only
THE SOFTWARE IS PROVIDED FOR EVALUATION IN PRE-PRODUCTION ENVIRONMENTS ONLY. Customer shall not deploy the Software in production environments, use the Software to serve production workloads, or rely on the Software for business-critical operations during the POC Period. Use of the Software in production environments constitutes a material breach of these POC Terms and immediately terminates the POC license and any associated support obligations.
2.3 Restrictions
Customer shall not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (b) modify, adapt, translate, or create derivative works based on the Software; (c) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (d) remove, alter, or obscure any proprietary notices on the Software; (e) use the Software for competitive analysis or to develop a competing product; or (f) use the Software in any manner that violates applicable laws or regulations.
3. Installation and support
3.1 Customer-Managed Installation
Customer is solely responsible for installing, configuring, and operating the Software within the Customer Environment. Jozu personnel may, at Jozu's discretion, provide guidance, assistance, or training via remote communication tools (such as video conferencing) or, where mutually agreed, on-site support. However, Jozu personnel will not have direct access to the Customer Environment and will not perform installation or configuration activities directly.
3.2 Best Effort Support
During the POC Period, Jozu may provide best effort technical support to assist Customer with Software evaluation. Support availability, scope, and response times are at Jozu's sole discretion and may vary based on POC type. Jozu does not guarantee response times, issue resolution, or availability of support resources. Support does not include custom development, integration work, or comprehensive training programs.
3.3 Customer Responsibilities
Customer is responsible for: (a) ensuring the Customer Environment meets Software system requirements; (b) maintaining appropriate security controls and access management within the Customer Environment; (c) backing up Customer Data; (d) providing qualified technical personnel to perform installation and configuration; and (e) promptly notifying
Jozu of any issues or defects discovered during evaluation.
4. Data and privacy
4.1 No Data Transmission
The Software operates entirely within the Customer Environment and does not transmit Customer Data to Jozu or any third party. Jozu has no access to Customer Data and does not collect, process, or store any Customer Data as part of the POC.
4.2 Customer Data Ownership
Customer retains all right, title, and interest in and to Customer Data. Customer is solely responsible for the content, quality, and legality of Customer Data and for obtaining all necessary rights and consents to use Customer Data with the Software.
5. Confidentiality
5.1 Confidentiality Obligations
Each party (the "Receiving Party") agrees to: (a) hold the other party's (the "Disclosing Party") Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for purposes of evaluating and performing under these POC Terms.
5.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
5.3 Required Disclosure
A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Party gives the other Party prompt written notice (to the extent legally permitted) and reasonable assistance in seeking a protective order or other appropriate remedy.
5.4 Duration
The confidentiality obligations set forth in this Section 5 shall survive termination of these POC Terms and continue for a period of three (3) years from the date of disclosure, or indefinitely with respect to trade secrets.
6. Intelectual property
6.1 Jozu Ownership
Jozu retains all right, title, and interest in and to the Software, including all intellectual property rights therein. These POC Terms do not grant Customer any rights to the Software except the limited evaluation license expressly set forth herein.
6.2 Feedback
Customer may provide Jozu with Feedback. Customer grants Jozu a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate Feedback into the Software or other Jozu products and services without restriction or obligation to Customer.
6.3 No IP Creation
The parties acknowledge that standard integration and configuration work performed during the POC does not create intellectual property. Any custom development work, if mutually agreed, shall be governed by a separate written agreement.
7. Disclaimer of warranties
THE SOFTWARE IS PROVIDED FOR EVALUATION PURPOSES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. JOZU EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JOZU DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE DURING THE POC PERIOD.
8. Limitation of liability
8.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE POC TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Liability Cap
EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE POC TERMS SHALL NOT EXCEED FIFTY THOUSAND U.S. DOLLARS ($50,000 USD).
9. Indemnification
9.1 Customer Indemnification
Customer shall defend, indemnify, and hold harmless Jozu and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Software in violation of these POC Terms; (b) Customer Data or Customer's use of Customer Data; (c) Customer's breach of applicable laws or regulations; or (d) Customer's use of the Software in a production environment.
9.2 Jozu Indemnification
Jozu shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Software, as provided by Jozu, infringes or misappropriates such third party's intellectual property rights, provided that Customer: (a) promptly notifies Jozu of the claim; (b) gives Jozu sole control of the defense and settlement; and (c) provides reasonable cooperation.
9.3 Indemnification Procedures
The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control over the defense and settlement, provided that any settlement that admits liability or imposes obligations on the indemnified party requires prior written consent; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense.
10. Term and termination
10.1 POC Period
These POC Terms are effective as of the date Customer first accesses the Software repository or installs the Software ("Effective Date") and continue until the expiration of the POC Period, unless earlier terminated as provided herein. The POC Period may be extended by Jozu upon written notice (including email) or by mutual written agreement of the parties.
10.2 Termination for Convenience
Either party may terminate these POC Terms at any time for any reason upon written notice to the other party.
10.3 Termination for Breach
Either party may terminate these POC Terms immediately upon written notice if the other party materially breaches these POC Terms and fails to cure such breach within ten (10) days after receiving written notice thereof.
10.4 Effect of Termination
Upon termination or expiration of these POC Terms: (a) all licenses granted hereunder immediately terminate; (b) Customer shall cease all use of the Software and, upon Jozu's request, certify in writing that it has deleted or destroyed all copies of the Software; (c) each party shall return or destroy the other party's Confidential Information; and (d) Sections 4 (Data and Privacy), 5 (Confidentiality), 6 (Intellectual Property), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), and 11 (General Provisions) shall survive.
11. General provisions
11.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes arising out of or relating to this Agreement, and each party waives any objection to venue in such courts.
11.2 Assignment
Customer may not assign or transfer these POC Terms or any rights or obligations hereunder without the prior written consent of Jozu. Any attempted assignment in violation of this section shall be null and void. Jozu may assign these POC Terms without restriction. These POC Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
11.3 Notices
All notices under these POC Terms shall be in writing and shall be deemed delivered when sent by email to the addresses specified in the Order Form or POC registration, or to such other addresses as either party may designate in writing.
11.4 Entire Agreement
These POC Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. For clarity, these POC Terms govern only the evaluation period; any production use of the Software requires execution of a separate Master Software License Agreement.
11.5 Amendment
These POC Terms may not be amended or modified except by a written instrument signed by authorized representatives of both parties.
11.6 Waiver and Severability
No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving Party. The failure to enforce any provision will not constitute a waiver of such provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
11.7 Relationship of Parties
The parties are independent contractors. Nothing in these POC Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
11.8 Export Compliance
The Software may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to U.S. trade sanctions. Customer will not use or export the Software in violation of any applicable export laws or regulations.
IN WITNESS WHEREOF, the parties have executed these POC Terms as of the Effective Date.