Evaluation License Agreement

IB-DOC-001
Icebreaker Evaluation License Agreement (ELA)
Document ID: IB-DOC-001
Version: 1.0
Effective Date: Date of Acceptance

This Evaluation License Agreement (“Agreement”) is entered into between Icebreaker Data LLC, a Virginia limited liability company (“Icebreaker”), and the individual or legal entity accepting this Agreement (“Customer”).

This Agreement governs Customer’s evaluation and limited use of the Icebreaker Platform (“Platform” or “Software”) for internal testing, proof-of-concept activities, technical validation, and product evaluation.

By selecting “I Agree,” authenticating through an approved identity provider, or otherwise accessing the Platform, Customer acknowledges that it has read, understands, and agrees to be legally bound by this Agreement.

This Agreement is intended solely for evaluation purposes. It is not a commercial software subscription agreement and does not authorize production use unless Icebreaker expressly agrees in writing.

The following documents supplement this Agreement and describe Icebreaker’s operational practices:

• Icebreaker Privacy Policy (IB-DOC-002)
• Icebreaker Security, Privacy & AI Principles (IB-DOC-003)

These supporting documents are incorporated by reference for informational purposes. If any conflict exists between this Agreement and either supporting document, the terms of this Agreement shall control.

For purposes of this Agreement:

“Customer” means the individual or legal entity accepting this Agreement and any authorized employees or contractors using the Platform on its behalf.

“Customer Data” means all data, files, databases, metadata, prompts, queries, documents, software, configurations, or other information submitted, processed, or made available by Customer while using the Platform.

“Documentation” means any user guides, technical documentation, online materials, or instructions provided by Icebreaker relating to the Platform.

“Evaluation” means Customer’s internal assessment of the Platform for technical, operational, or business purposes prior to any commercial licensing relationship.

“Platform” or “Software” means the Icebreaker software, services, APIs, documentation, user interfaces, supporting infrastructure, updates, and related technology made available by Icebreaker.

“Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential based upon the nature of the information and the circumstances surrounding disclosure.

Subject to the terms of this Agreement, Icebreaker grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Customer’s internal evaluation.

The license granted under this Agreement is intended exclusively for:

• Technical evaluation
• Proof-of-concept activities
• Product validation
• Internal demonstrations
• Compatibility testing
• Performance assessment
• Architectural review

No rights are granted for production deployment, commercial hosting, managed services, resale, sublicensing, or operation on behalf of third parties unless separately authorized by Icebreaker in writing.

This Agreement becomes effective on the date Customer accepts these terms.

Unless terminated earlier under this Agreement, the evaluation period shall continue for six (6) months.

Icebreaker may, in its sole discretion:

• extend the evaluation period;
• provide updated software releases;
• grant additional evaluation rights; or
• transition Customer to a commercial agreement.

Continuation of Platform access after the initial evaluation period shall not constitute a perpetual license and remains subject to this Agreement unless superseded by a separate written agreement.

Customer may permit its employees and contractors to access the Platform solely for purposes consistent with this Agreement.

Customer remains fully responsible for all activities performed using its accounts.

Customer shall:

• maintain accurate account information;
• protect authentication credentials;
• promptly notify Icebreaker of unauthorized access;
• ensure that all Authorized Users comply with this Agreement.

Customer may not share evaluation accounts outside its organization without Icebreaker’s prior written approval.

Except as expressly permitted by this Agreement, Customer shall not:

• use the Platform in a production environment;
• provide the Platform as a hosted service;
• sublicense or distribute the Platform;
• sell, rent, lease, or assign the Platform;
• reverse engineer, decompile, disassemble, or attempt to derive source code except to the extent expressly permitted by applicable law;
• modify or create derivative works based upon the Platform;
• remove copyright notices or proprietary markings;
• interfere with Platform security mechanisms;
• attempt unauthorized access to systems or infrastructure;
• use the Platform in violation of applicable laws or regulations;
• use the Platform to develop a competing product based upon Icebreaker’s proprietary technology.

Customer further agrees not to publish benchmark results, performance testing, competitive analyses, or technical comparisons relating to the Platform without Icebreaker’s prior written consent.

Icebreaker retains all right, title, and interest in and to the Platform, including all software, source code, object code, algorithms, workflows, architecture, documentation, application programming interfaces (APIs), user interfaces, trade secrets, inventions, know-how, trademarks, copyrights, patents, and all other intellectual property rights embodied in or relating to the Platform.

Nothing contained in this Agreement transfers ownership of the Platform or any intellectual property rights to Customer. Customer receives only the limited evaluation license expressly granted under this Agreement.

Except for Customer Data, all improvements, enhancements, modifications, updates, and derivative works created by or for Icebreaker remain the exclusive property of Icebreaker.

Customer shall not remove, alter, obscure, or modify any copyright notices, proprietary legends, trademarks, or other notices appearing within the Platform or Documentation.

Customer retains all ownership rights, title, and interest in and to Customer Data.

Nothing in this Agreement grants Icebreaker ownership of Customer Data.

Icebreaker will process Customer Data solely for the purpose of:

• providing access to the Platform;
• supporting Customer’s evaluation;
• troubleshooting technical issues;
• improving the Platform’s reliability and functionality using operational insights that do not disclose Customer’s proprietary information; and
• fulfilling obligations under this Agreement.

Icebreaker does not sell Customer Data.

Icebreaker does not claim ownership of Customer’s business information, datasets, analytics, reports, or query results.

Icebreaker is designed to execute workloads within Customer-controlled environments whenever practical. Depending on the deployment architecture selected by Customer, Customer Data may remain entirely within Customer’s own cloud environment.

Customer is solely responsible for:

• the legality of Customer Data;
• obtaining any required permissions;
• maintaining backups;
• complying with applicable privacy, security, and regulatory requirements.

Customer represents and warrants that it has all necessary rights and permissions required to provide Customer Data to Icebreaker for purposes of this evaluation.

Each party acknowledges that it may receive Confidential Information from the other party during the evaluation.

Confidential Information includes, but is not limited to:

• software functionality;
• architecture;
• documentation;
• technical information;
• business plans;
• pricing;
• product roadmaps;
• product demonstrations;
• customer information;
• performance information;
• benchmark results;
• unpublished features;
• source code;
• security architecture; and
• any information that a reasonable person would understand to be confidential.

Each party agrees to:

• use Confidential Information solely for purposes of this evaluation;
• protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care;
• not disclose Confidential Information to third parties except to employees, contractors, advisors, or consultants who have a legitimate need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that:

• becomes publicly available through no fault of the receiving party;
• was lawfully known before disclosure;
• is independently developed without use of Confidential Information; or
• is lawfully obtained from a third party without restriction.

If disclosure is required by law or court order, the receiving party shall provide prompt notice to the disclosing party, unless prohibited by law.

These confidentiality obligations survive termination of this Agreement for three (3) years.

Icebreaker is committed to protecting Customer information and operating the Platform using commercially reasonable security practices appropriate for an evaluation environment.

Icebreaker’s collection and use of personal information is described in the Icebreaker Privacy Policy (IB-DOC-002).

Icebreaker’s current operational security practices are described in the Icebreaker Security, Privacy & AI Principles (IB-DOC-003).

Those documents supplement this Agreement and are incorporated by reference for informational purposes only. They do not modify the legal terms of this Agreement.

Customer acknowledges that no software or online service can guarantee absolute security and agrees that commercially reasonable safeguards satisfy Icebreaker’s obligations under this Agreement.

The Platform may integrate with Customer-selected artificial intelligence services, large language models, or other third-party technologies.

Customer remains solely responsible for determining whether such services are appropriate for its intended use.

Unless expressly agreed otherwise in writing:

• Icebreaker does not use Customer Data to train foundation models, generative AI systems, or machine learning models.
• Icebreaker does not sell Customer prompts or Customer Data.
• Icebreaker does not intentionally disclose Customer Data to third parties except as necessary to provide the evaluation services requested by Customer.
• Customer determines which external AI services, if any, are connected to its evaluation.

Icebreaker may implement technologies designed to reduce unnecessary transmission of Customer information to external AI services, including techniques intended to minimize context size, improve execution efficiency, or reduce token consumption.

Nothing in this Agreement guarantees specific cost savings, model accuracy, or AI performance.

Customer is encouraged to provide comments, suggestions, enhancement requests, usability observations, bug reports, feature requests, and other feedback regarding the Platform.

As part of this evaluation, Customer agrees to use commercially reasonable efforts to provide periodic feedback that will assist Icebreaker in improving the Platform.

Icebreaker may periodically request meetings with Customer to discuss:

• evaluation progress;
• product functionality;
• implementation experiences;
• feature priorities;
• technical observations; and
• future product direction.

Customer retains ownership of its business information contained within such communications.

However, Customer grants Icebreaker a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, incorporate, commercialize, and otherwise exploit any feedback provided for purposes of improving the Platform, without compensation or further approval.

Icebreaker shall not publicly identify Customer as the source of specific feedback without Customer’s consent, except as otherwise agreed between the parties.

During the evaluation period, Icebreaker may provide Customer with reasonable technical support at its discretion.

Support may include:

• Assistance with installation and configuration.
• Product demonstrations.
• Technical guidance.
• Bug investigation.
• Access to software updates or new evaluation releases.
• Scheduled evaluation review meetings.

Icebreaker is not obligated to provide support under any service level agreement (SLA), response time commitment, uptime guarantee, or production support obligation during the evaluation period.

Support is provided on a commercially reasonable efforts basis.

Customer is responsible for maintaining the confidentiality of all authentication credentials associated with its evaluation account, including credentials associated with third-party identity providers such as Google or Microsoft.

Customer shall:

• Maintain the security of user accounts.
• Ensure only Authorized Users access the Platform.
• Promptly notify Icebreaker of any suspected unauthorized access, credential compromise, or security incident involving Customer’s account.
• Be responsible for all activity occurring under Customer’s accounts.

Icebreaker may suspend accounts reasonably believed to have been compromised until appropriate security measures have been completed.

Customer acknowledges that the Platform is being provided as pre-release, beta, or evaluation software.

Accordingly:

• Features may change without notice.
• Functionality may be incomplete.
• Documentation may be updated periodically.
• Errors or interruptions may occur.
• APIs may change.
• Product roadmaps may evolve.

Customer agrees that it is evaluating software that is under active development and understands that certain capabilities available during the evaluation may not appear in future commercial releases.

Customer agrees not to rely upon the future availability of any feature, functionality, pricing model, or product roadmap in making purchasing or business decisions.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICEBREAKER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

THIS INCLUDES, WITHOUT LIMITATION, WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• RELIABILITY;
• SECURITY;
• AVAILABILITY; AND
• UNINTERRUPTED OPERATION.

Icebreaker does not warrant that:

• the Platform will operate without interruption;
• defects will be corrected;
• the Platform will meet Customer’s specific requirements;
• any AI-generated output will be accurate or complete; or
• Customer’s evaluation will produce any particular business outcome.

Customer assumes all risk associated with its evaluation and use of the Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

IN NO EVENT SHALL ICEBREAKER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED ONE THOUSAND U.S. DOLLARS (US $1,000).

THE LIMITATIONS SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Customer agrees to defend, indemnify, and hold harmless Icebreaker, its officers, employees, contractors, and affiliates from and against any third-party claims, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of:

• Customer’s use of the Platform;
• Customer’s violation of this Agreement;
• Customer Data;
• Customer’s violation of applicable law; or
• infringement resulting from Customer Data or Customer’s misuse of the Platform.

Icebreaker shall promptly notify Customer of any claim for which indemnification is sought and shall reasonably cooperate in Customer’s defense.

Either party may terminate this Agreement at any time, with or without cause, upon written notice.

Icebreaker may immediately suspend or terminate Customer’s access if Customer:

• violates this Agreement;
• compromises Platform security;
• uses the Platform unlawfully;
• attempts unauthorized access to Icebreaker systems; or
• otherwise creates material risk to Icebreaker or other customers.

Upon expiration or termination:

• Customer’s evaluation license immediately terminates.
• Customer shall cease all use of the Platform.
• Icebreaker may disable Customer accounts.
• Icebreaker may revoke authentication credentials.
• Each party shall return or destroy the other party’s Confidential Information upon request, except where retention is required by law or reasonably necessary to maintain business records.

The following sections survive termination:

• Ownership and Intellectual Property
• Customer Data (to the extent applicable)
• Confidentiality
• Feedback
• Disclaimer of Warranties
• Limitation of Liability
• Indemnification
• Governing Law
• Entire Agreement
• Any provisions that by their nature should survive termination

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

The parties agree that any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located within the Commonwealth of Virginia, and each party consents to the jurisdiction of those courts.

This Agreement constitutes the complete and exclusive agreement between Customer and Icebreaker regarding the evaluation of the Platform.

It supersedes all prior or contemporaneous proposals, discussions, communications, representations, and agreements relating to its subject matter.

No amendment or modification of this Agreement shall be effective unless made in writing by Icebreaker or otherwise accepted through an updated electronic agreement.

If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights under this Agreement.

Version History
Version 1.0
Effective Date: July 14, 2026
Initial publication.