Holonic, Inc Terms And Conditions

Grant of Rights. Subject to Subscriber’s compliance with these Terms and Conditions and all Policies in all material respects, Subscriber shall have a limited, non-exclusive, non-sublicensable right to access and use the Service only in the form made available by Holonic and only as necessary for Subscriber’s employees and contractors (“End Users”) to access and use the Service for the internal business use within Subscriber’s systems, networks, and devices, for code development based on Subscriber Data, as well as testing and evaluation of the Service in order to provide Suggestions to Holonic

Restrictions. Except as expressly permitted under these Terms and Conditions, Subscriber shall not itself, nor shall it permit any other party to: (a) access or use the Service for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (b) modify, adapt, or create derivative works of the Service; (c) rent, lease, loan, resell, transfer, sublicense, display or distribute the Service to any third party; (d) decompile, disassemble, translate or reverse-engineer the Service or otherwise attempt to derive Services source code, algorithms, models or techniques used or embodied in the Service; e) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Service; (f) interfere with or disrupt servers or networks connected to any website through which the Service is provided; (g) automatically or programmatically extract data or Output; (viii) represent that Output was human-generated when it was not; (h) use the Service for any illegal, unauthorized or otherwise improper purposes; (i) use or offer any functionality of the Services on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the Service, or "frame" or "mirror" the Service on any other server, or wireless or Internet-based device; or (j) use the Service to build a similar or competitive product or service;.

Changes. Subscriber acknowledges and agrees that Holonic may improve, modify, add or remove functions or features to or from the Service from time to time, with or without notice to Subscriber.

Technical Requirements. Subscriber and End Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access the Service, including computers, operating systems, web browsers and storage devices.

Protection. Subscriber shall be solely responsible for protecting the confidentiality of any user accounts, passwords and other authentication credentials associated with use of the Service by Subscriber or End Users (“Credentials”) and all activities undertaken using Credentials and any account, hardware, system or other facility within Subscriber’s custody or control (“Subscriber Facilities”). In the event that Subscriber becomes aware of any unauthorized use of the Service through use of Subscriber Facilities, Subscriber shall promptly give written notice to Holonic of such unauthorized use and make reasonable efforts to eliminate such unauthorized use. Subscriber shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to the Service through Subscriber Facilities. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.

Responsibility for Data. All data, information and other content accessible through the Services (“Data”) are the sole responsibility of the party from whom such materials originated. Subscriber acknowledges and agrees that Subscriber, and not Holonic, is solely responsible for (a) all Data and Input that Subscriber or any End User submits, uploads, emails, transmits or otherwise makes available through the Services (collectively, “Subscriber Data”); and (b) giving all required notices and obtaining all necessary consents and rights (including all required permissions from Intellectual Property holders) before submitting Subscriber Data through or to the Services. Holonic acknowledges and agrees that, as between Holonic and Subscriber, Subscriber owns all right, title and interest (including all Intellectual Property) in and to Subscriber Data and Content. Due to the nature of the Services and artificial intelligence generally, output may not be unique and other users may receive similar output from the Services. Subscriber hereby grants Holonic and its service providers a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Subscriber Data (including Aggregate Data) as necessary for Holonic to: (i) provide access to the Services to Subscriber; (ii) provide maintenance, support, calibration, diagnostic and troubleshooting services to Subscriber relating to the Services; and (iii) monitor and improve the Services and develop Holonic products, services and machine learning technologies. Except as otherwise provided herein, the Subscriber Data and Content will be siloed from all other AI environments. For the purpose hereof, “Content” means collectively Input and Output. For the purpose hereof, “Input” means Customer Data input to the Services by, without limitation, excel or .csv files. For the purpose hereof, “Output” means output from the Services based on the Input

Holonic Ownership. Subscriber acknowledges and agrees that, as between Holonic and Subscriber, Holonic owns all right, title and interest (including all Intellectual Property rights) in and to Service.

Aggregate Data. For the purpose hereof, Aggregate Data means Subscriber Data that has been aggregated in a manner that does not reveal any personally identifiable information and cannot reasonably be used to identify Subscriber as the source of such data. Subscriber acknowledges and agrees that Holonic may collect or generate Aggregate Data in connection with providing Subscriber with access to the Services, and Subscriber hereby grants Holonic and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose, including, without limitation for machine learning technologies

License from Subscriber. Subscriber hereby grants Holonic and its service providers a worldwide, royalty-free, non-exclusive license to use, process, transmit and reproduce Subscriber Data as necessary for Holonic to provide the Service to Subscriber and End Users.

Suspension. Holonic reserves the right to suspend Subscriber or any End User’s access to the Service in the event of any: (a) use of the Service by Subscriber or End Users in violation of the terms and conditions of these Terms and Conditions; or (b) access to the Service by any unauthorized third party through use of any Subscriber Facilities (“Emergency Security Issue”). Holonic will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Holonic further reserves the right to suspend or revoke access to the Service by any End User who violates any Policy.

Termination. Notwithstanding anything to the contrary, these Terms and Conditions may be terminated by Holonic or Reseller as follows: (a) upon a material breach of these Terms and Conditions by Subscriber, which breach is not cured within thirty (30) days after receipt of written notice from Holonic or Reseller; or (b) in the event Subscriber becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such Subscriber’s business.

Subscriber Indemnification. Subscriber agrees that Holonic shall have no liability and Subscriber shall indemnify, defend and hold Holonic harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) to the extent arising from any action or claim of a third party attributable to: (a) any breach of these Terms and Conditions by Subscriber; (b) any dispute between or among Subscriber, End Users and Reseller; and (c) any violation of applicable laws or regulations by Subscriber or End Users.

Confidential Information. Subscriber and End Users shall treat all information obtained through the Service as confidential information of Holonic (“Confidential Information”). Subscriber and End Users may only use Confidential Information as permitted under these Terms and Conditions and shall not disclose Confidential Information to any third party.

DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” HOLONIC, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE SERVICE, OR THAT USE OF THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET SUBSCRIBER OR END USERS’ REQUIREMENTS.

LIMITATION OF LIABILITY. OTHER THAN WITH RESPECT TO HOLONIC’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT SHALL HOLONIC BE LIABLE TO SUBSCRIBER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICE OR ITS DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL HOLONIC’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS EXCEED THE AGGREGATE AMOUNT OF FEES RECEIVED BY HOLONIC FROM RESELLER UNDER FOR SUBSCRIBER’S SUBSCRIPTION TO THE SERVICE IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.

Governing Law. These Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Delaware, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and Conditions.

Jurisdiction. Any action, proceeding, controversy or claim between Holonic and Subscriber arising out of or relating to these Terms and Conditions (collectively, an “Action”) shall be brought only in a court of competent jurisdiction in Atlanta, Georgia. Subscriber hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.