INVERTED AI – ACADEMIC CREDIT AND GRANT PROGRAM AGREEMENT

Last updated: April 24, 2024

This Academic Credit and Grant Program Agreement (“Agreement”) outlines the objectives of the Academic Credit & Grant Program as revised by IAI (defined below) in its sole discretion from time to time (“Academic Credit & Grant Program”) offered by the Inverted AI Ltd. (“IAI”, “us”, “we”, or “our”) and describes the obligations of the Participant and its Permitted Users enrolled in the Academic Credit & Grant Program. By accepting enrolment in the Academic Credit & Grant Program, You or the entity You represent (“Participant”, “You” or “Your”) agree to participate in the IAI’s Academic Credit & Grant Program in accordance with the terms and conditions set out in this Agreement. Capitalized terms used but not defined in this Agreement will have the meanings set forth in the Inverted AI API Terms of Use, or if applicable, any other written agreement with IAI governing Your use of Inverted AI’s Products (the “Terms of Use”).

You must have a valid Customer User Account to redeem credits to use with Inverted AI’s Products on a free trial basis (each an “Academic Program Credit”). Your receipt and use of any Academic Program Credits is subject to this Agreement and the applicable terms and conditions in the Terms of Use, regardless of whether You have a valid Customer User Account when You receive the Academic Program Credit. In the event of a conflict between this Agreement and the Terms of Use, the Terms of Use will control with respect to the applicable Inverted AI’s Products (including API Keys) or other Inverted AI’s Property. This Agreement is entered into on the earlier of the date You first use any Academic Program Credits, Inverted AI’s API or the API Keys and the date You agree to be bound by this Agreement (the “Effective Date”).

BY USING INVERTED AI’S PRODUCTS OR ACADEMIC PROGRAM CREDITS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 5(h). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF INVERTED AI’S PRODUCTS OR OTHER INVERTED AI PROPERTY. BY USING INVERTED AI’S PRODUCTS AND THE ACADEMIC PROGRAM CREDITS, YOU REPRESENT AND WARRANT TO IAI THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A CUSTOMER, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" OR “PARTICIPANT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

INVERTED AI’S PRODUCTS MAY NOT BE ACCESSED OR USED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

IAI’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING ANY OF INVERTED AI’S PRODUCTS, EXCEPT WITH IAI’S PRIOR WRITTEN CONSENT.

Academic Credit and Grant Program Outline and Requirements

Academic Principal Investigator. If You are a faculty member, adjunct faculty member, or librarian at a Canadian university, college, or research hospital that is eligible to hold Canada Foundation for Innovation (CFI) grants, and if You have submitted a proposal for a research project to IAI that has been approved by IAI (“Academic Principal Investigator”) then IAI will review Your proposal and if such proposal is approved to IAI, provide You with Academic Program Credits that You may view through Your Customer User Account. You acknowledge and agree that IAI has no obligation to keep any information You provide as part of Your proposal confidential, and You will not be entitled to any compensation as a result of IAI’s use of any similar or identical information in Your proposal that IAI has received from other sources or has created itself. As an Academic Principal Investigator, You may authorize and permit students, external collaborators, researchers, and non-research staff at Your university, college, or research hospital (each a “Sponsored User”) to use Your Academic Program Credits for purposes of Your approved research project. Each such Sponsored User is one of Your Permitted Users.
Individual Users. If You are an individual who is a student, external collaborator, researcher, or non-research staff at a Canadian university, college, or research hospital, then You may request, through Your Customer User Account, to subscribe for Academic Program Credits. If Your request is approved by IAI, then You will receive Academic Program Credits that You may view through the Customer User Account.
Eligibility Requirements. You represent and warrant that: (i) You are not an employee of a government entity (excluding academic institutions); (ii) You are not on any published export controls or sanctions lists in Canada or any other jurisdiction in the world; and (iii) You are not an employee or contractor of or otherwise in any way associated with any National Sciences and Engineering Research Council of Canada and Social Sciences and Humanities Research Council of Canada Named Research Organisations that are listed here.
Number of Credits. The amount of Academic Program Credits that You will receive as an Academic Principal Investigator or as an individual user will be determined by IAI in its sole discretion.
Use of Academic Program Credits.
1. The Academic Program Credit will represent dollar amounts equal to a set number of Inverted AI’s API calls at retail pricing. Participant will not itself and will not permit others (including but not limited to any other Permitted Users) to use any API Keys or the Academic Program Credits for any commercial use.
2. Once the Academic Program limit has been reached, no further Inverted AI’s API calls will be permitted unless the Participant is granted additional Academic Program Credits by IAI. Participants that wish to continue using Inverted AI’s Products following the completion of their Academic Program Credits will be required to sign up for a commercial use key.
3. Participants are responsible for all costs and expenses associated with participating in IAI’s academic grant program, including but not limited to any enrollment fees, costs, expenses, and any applicable taxes related thereto.
4. Other than set expressly permitted under this Agreement, You may not sell, license, rent, or otherwise transfer Academic Program Credits. Academic Program Credits have no intrinsic value, are not redeemable for cash, have no cash value, are nonrefundable, and serve solely as a means to access and use the Inverted AI’s Products on a free trial basis. Each Academic Program Credit can only be redeemed once and only on one Customer User Account.
5. Participant will and will ensure its personnel and Permitted Users only use the Academic Program Credits, API Key and other Inverted AI’s Property solely for academic research purposes only and You will not allow any other individual to use Your account to access Your Customer User Account, API Key or any other Inverted AI’s Property.
6. Without limiting any restrictions on use herein or in the Terms of Use, You will not use API Key or any other Inverted AI Property in any situation in which failure or fault of their use could lead to death or serious injury of any person or animal, or serious physical or environmental damage. You will not introduce software into IAI’s environment that may damage, interfere with, or capture any system, program, or data outside of Your own assigned resources. IAI reserves the right to identify, quarantine or delete any such software, as well as any related data. You will not attempt to probe, scan, penetrate or test any API Key or any other Inverted AI Property for vulnerability nor to probe, scan, penetrate or test any external services or systems. You will not try to access or intercept data not intended for yourself or for the resources that are assigned to You. You will not send or assist with unsolicited bulk communications. You will not use applications without valid and appropriate licensing. You will not use software services that would override IAI authentication or policy enforcement. You will not use software or services that provide unprotected access to shared API Keys or any other Inverted AI Property. You will not knowingly use an API Key or any other Inverted AI Property in a manner that impedes or denies the ability of others to use the resources to which they have been granted access. In any publication or communication related to Your use of an API Key or any other Inverted AI Property, You agree, where possible and appropriate, to acknowledge the IAI or its licensors contribution in such manner as required by IAI.
7. IAI reserves the right to: (A) request documentation that demonstrates that proper authorization is in place for the use of any Academic Program Credits, API Key, or any other Inverted AI’s Property; (ii) audit and monitor the usage of, performance, and security posture of Academic Program Credits and API Key (and other Inverted AI’s Property) to manage service stability, integrity, accessibility, and confidentiality; and (iii) manage system load. This may include deactivating logins or deleting jobs without notice.
Compliance Requirements. Unless authorized by us, Academic Program Credits may not be used in conjunction with any other promotional or incentive offer from us or our affiliates. Academic Program Credits are valid for a limited time only and cannot be redeemed after the expiration date indicated when You receive the applicable Academic Program Credit (or such other date designated by us or in this Agreement). Failure to redeem Academic Program Credit before its expiration date will result in its forfeiture. We reserve the right to cancel Your Academic Program Credits at any time. No refunds or cash value will be granted for any expired or cancelled Academic Program Credits. You represent, warrant and covenant with IAI that:
1. You have obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise have and continue to have all necessary consents and authorities to apply for and participate in the Academic Credit & Grant Program, receive any Academic Program Credits and use the API Key or other Inverted AI’s Property, for IAI to perform its obligations and exercise its rights under this Agreement in compliance with applicable laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any intellectual property rights or other rights of any third party, and shall inform IAI immediately if any such consents, right s or authority are withdrawn or can no longer be relied upon;
2. Your receipt and use of Academic Program Credits is not prohibited or inconsistent with any applicable laws, regulations, or binding orders (including applicable ethics or procurement rules) and will not create a conflict of interest for IAI or You or violate any Policies or agreements from any agreements between You and any third party; and
3. the execution, delivery, and performance of this Agreement does not violate any provision of any bylaw, charter, contract, regulation, or any other governing authority of Participant, You or Customer.
IAI’s Policies. You and Your Permitted Users will comply with all applicable policies and procedures of IAI that IAI or its licensors that IAI may make available to You while participating in the Academic Credit & Grant Program (“Policies”). If You believe that a Permitted User or any third party has acted in violation of this Agreement (including Policies), the Participant will report such incident immediately to IAI at legal@inverted.ai.
Confidential Information; Privacy; and Publicity
1. Confidentiality and Publicity. The exchange of Confidential Information by the parties pursuant to this Agreement will be governed by the confidentiality obligations in the Terms of Use. Without limiting the foregoing, You will not issue any press release or make any other public disclosure regarding Academic Program Credit without our prior written consent. In addition, You agree not to misrepresent or embellish the relationship between us and You. For example, You agree not to imply that we support, sponsor, or endorse You unless You have our prior written permission to do so.
2. Privacy. You understand that Your Personal Information will be treated in accordance with IAI’s Privacy Policy located at http://inverted.ai/privacy-policy. IAI may, without Your consent, revise its Privacy Policy from time to time, as is customary business practice in its field (e.g., to incorporate improvements in its solutions offerings or align its practices with changing regulatory requirements).
Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IAI, ITS AFFILIATES AND LICENSORS BE LIABLE TO CUSTOMER, PARTICIPANT, ANY PERMITTED USER OR ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (I) SAVINGS, (II) PROFIT, (III) DATA, (IV) USE, (V) REPUTATION OR (VI) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATION WILL APPLY EVEN IF IAI KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF IAI, ITS AFFILIATES AND LICENSORS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Term and Termination

This Agreement will become effective on the Effective Date and immediately terminate on the earlier of: (a) written notice of termination from IAI; (b) termination of the Terms of Use in relation to the applicable Customer User Account; or (c) one year from the date that You receive the Academic Program Credits in Your Customer User Account. All representations and warranties contained in this Agreement and Section 3 of this Agreement, will survive the termination of this Agreement. Failure to abide by the Agreement and the Terms of Use may result in the revocation of access privileges as well as legal action against You or Your institution and our termination of this Agreement.

General Provisions

Assignment. You will not assign this Agreement to any third party without IAI’s prior written consent. IAI may assign this Agreement or any rights under this Agreement to any third party without Your consent. Any purported assignment or delegation by a party in violation of this Section will be null and void. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent IAI from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
Construction. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. IAI’s relationship to You is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.
Entire Agreement. This Agreement and the Terms of Use constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.
AMENDMENTS. IAI MAY UNILATERALLY AMEND THIS AGREEMENT (INCLUDING ANY POLICIES), IN WHOLE OR IN PART FROM TIME TO TIME (EACH, AN “AMENDMENT”), BY GIVING YOU PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON ITS WEBSITE. UNLESS OTHERWISE INDICATED BY IAI, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO YOU OR IS POSTED ON IAI’S WEBSITE (WHICHEVER IS THE EARLIER). YOUR CONTINUED USE OF INVERTED AI’S PRODUCTS OR THE ACADEMIC PROGRAM CREDITS AFTER ANY CHANGE MEANS CUSTOMER AGREES TO SUCH CHANGE.
English Language. The parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.