Hunni Beta License Agreement

 

This Beta License Agreement (the “Agreement”), is entered into by and between Hunni, Inc. with an address of 5 Pine Drive Chester Springs, PA 19425 (“Hunni”) and you (“you,” “your” or “Customer”). The foregoing entities may hereinafter be referred to individually as a “party” or collectively as the “parties.” This Agreement shall be effective as of the click-through acceptance date (the “Effective Date”) and shall continue until terminated as provided for herein.

 

BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE TERMS OF THIS AGREEMENT AND OUR PRIVACY POLICY (FOUND AT HTTPS://HUNNI.IO/PRIVACY-POLICY/) AND HEREINAFTER REFERRED TO AS, THE “PRIVACY POLICY”) WHICH IS INCORPORATED HEREIN BY REFERENCE. YOU ADDITIONALLY REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND AGREE THAT YOUR COMPANY WILL BE BOUND BY THIS AGREEMENT. IF YOU AND YOUR COMPANY DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE TRIAL SERVICES. THIS AGREEMENT PERMITS YOU TO UTILIZE THE TRIAL SERVICES ON AN INDIVIDUAL BASIS ONLY. TO THE EXTENT YOU WOULD LIKE TO ENABLE ADDITIONAL USERS AT YOUR COMPANY OR ORGANIZATION PLEASE CONTACT HUNNI.

 

  1. LICENSE GRANT

This Agreement is made and entered into on the Effective Date, and will remain in effect for the duration of the Trial Period as specified below. The terms and conditions of this Agreement shall govern the Trial Services to be provided by Hunni during the Trial Period. “Trial Services” means limited access to invite other individual business and individuals to utilize Hunni Technology and Content.

 

Subject to the terms and conditions of this Agreement, Hunni hereby grants Customer a non-exclusive, non-transferable, non-assignable, limited license to use the Trial Services during the Trial Period solely within the United States and strictly for Customer’s own internal evaluation of the Trial Services. Customer license to the Trial Services is limited to a single limited production tenant of Customer. All rights not expressly granted to Customer are reserved by Hunni and its licensors. Hunni reserves the right to make changes, modifications, reduction in functionality and enhancements to the Trial Services, at any time, and from time to time without prior notice. This may include Hunni placing limitations on the number of pages of data or other inputs that the Trial Services can process.

 

  1. LIMITATIONS ON USE

Customer may not release to any third party the results of any evaluation of the Trial Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Hunni. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Trial Services or the audio and visual information, data, documents, software, products and services contained in or made available via the Trial Services, other than Customer Data (collectively, the “Content”) in any way; (ii) modify or make derivative works based upon the Trial Services or the Content; (iii) reverse engineer the Trial Services; or (iv) access the Trial Services in order to build a competitive product or service. Additionally, Customer shall not use the Trial Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.

 

Customer agrees to not: (i) use any Trial Services, including any data or content provided as a part of the Trial Services with infringing, libelous, fraudulent, or otherwise unlawful or tortious material, or to store or transmit data or content provided as part of the Trial Services in violation of third-party privacy or confidentiality rights, (ii) use the Trial Services, including any data or content for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate or breach any laws or regulations, or violate the rights of third parties, (iii) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Trial Services, including to any data or content that are provided as a part of the Trial Services, (vii) use the data or content that are provided to Customer as a part of the Trial Services for the purpose of developing or building a competitive application that copies any features or user interface, or otherwise decompile, disassemble, or reverse engineer any software or technology underlying any data provided to Customer; (viii) permit a third party to have direct access to the Trial Services or to any data or content provided to Customer as a part of the Trial Services, provided that Customer may invite third party users to access the Trial Services via their own Hunni accounts, which will require such third parties to enter into separate agreements with Hunni; or (ix) remove any remove any copyright or proprietary notices contained in or associated with the data .

 

Customer further agrees to not sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any Trial Services, including any data and content, directly or indirectly, to any third party, including to any data broker, ad network, ad exchange, or other advertising or monetization–related party.

 

  1. TRIAL PERIOD

The term of this Agreement will begin on the Effective Date and end at 5pm on December 13th, 2024 (the “Trial Period”), unless such Trial Period is extended by mutual written Agreement of the parties. Customer acknowledges and agrees that, at the end of the Trial Period, Customer’s access to the Trial Services will be AUTOMATICALLY terminated, with or without notice.

 

  1. CUSTOMER’S RESPONSIBILITIES

Customer is responsible for all activity occurring under Customer’s designated user accounts and shall comply with all applicable laws and regulations in connection with Customer’s use of the Trial Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Customer shall: (i) notify Hunni immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Hunni immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of Content, Hunni Technology,  or Trial Services that becomes known or suspected by Customer; and (iii) not impersonate another Hunni user or provide false identity information to gain access to or use the Services. Customer shall indemnify and hold Hunni, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that use of the Customer Data infringes a copyright, patent, or a trademark of, or has violated the rights of a third party provided in any such case that Hunni (a) promptly gives notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases Hunni of all liability and does not adversely affect Hunni’s business or Service); (c) provides to Customer, at Customer’s cost, all available information and reasonable assistance; and (d) has not compromised or settled such third-party claim.

 

  1. CUSTOMER DATA

With respect to any data, information or material that Customer may disclose or submit to Hunni or the Trial Services in the course of using the Trial Services (the “Customer Data”), Customer, not Hunni, shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Customer Data, and Hunni shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such Customer Data. Hunni’s use of Customer Data shall be limited to the purpose of providing the Trial Services to the Customer and, with respect to Customer Data regarding individual users or other individuals, as may be otherwise authorized by such individuals if they engage Hunni for the provision of services. To the extent Customer enters Customer Data into the Services, Customer agrees and acknowledges that Hunni is not obligated to retain any Customer Data after termination or expiration of the Trial Period, and Hunni may delete Customer Data after the end of the Trial Period, without further obligation or liability to the Customer. Customer hereby grants Hunni a non-exclusive right to use the Customer Data in connection with the performance of the Trial Services. Other than with respect to the foregoing license, Customer shall retain all right, title and interest in the Customer Data.

 

Notwithstanding anything to the contrary, Hunni shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Trial Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Hunni will be free (during and after the term hereof) to use such information and data to improve and enhance the Trial Services and any related Hunni products and Services being offered on a trial basis hereunder, and for other development, diagnostic and corrective purposes in connection with Hunni’s products and Services, provided that Hunni may only disclose such data solely in an anonymized, aggregated or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

 

To the extent Customer provides Hunni with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Trial Services (“Feedback”) Customer hereby grants to Company a royalty-free, worldwide, exclusive, perpetual, irrevocable license to use or incorporate the Feedback into Hunni’s products and services for purposes of improving such products and services.

 

  1. INTELLECTUAL PROPERTY OWNERSHIP

Hunni alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Hunni Technology, the Content and the Trial Services, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Trial Services, to the Hunni Technology or the Intellectual Property Rights owned by Hunni. The Hunni name, the Hunni logo, and the product names associated with the Services are trademarks of Hunni or third parties, and no right or license is granted to use them. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. “Hunni Technology” means all of Hunni’s proprietary technology (including data, websites, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Hunni in providing the Trial Services.

 

  1. SUSPENSION AND TERMINATION

Hunni reserves the right to suspend or terminate this Agreement and the Trial Services, with or without cause, at any time, with or without notice. Customer may terminate the Trial Services, with or without cause, at any time, by providing a written notice to Hunni. Sections 2, 4, 6, 8, 9, 11 and 12 will survive any termination or expiration of this Agreement.

 

  1. DISCLAIMERS

THE TRIAL SERVICES ARE PROVIDED “AS IS” AND HUNNI MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HUNNI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HUNNI DOES NOT WARRANT THAT THE TRIAL SERVICES, (INCLUDING PROFESSIONAL SERVICES OR ANY OUTPUTS OR WORK PRODUCT, IF ANY), ARE OR WILL BE ERROR-FREE, WILL MEET CUSTOMER’S REQUIREMENTS, OR BE TIMELY OR SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF HUNNI TO ANY THIRD PARTY. THE TRIAL SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HUNNI IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY HUNNI.

 

The information presented on or through the Trial Services is based on the data that you provide and is made available solely for information purposes. HUNNI DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY INFORMATIONAL MATERIALS THAT YOU UPLOAD TO THE TRIAL SERVICES. Any reliance you place on such information is strictly at your own risk. Hunni disclaims all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of any of its contents by you.

 

All outputs generated by the Trial Services are based on the data that you provide. These materials do not necessarily reflect the opinion of Hunni and Hunni is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by your or any outputs generated based on the data you provide. As such Hunni does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Hunni disclaims all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of any of its contents.

 

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL HUNNI’S AND ITS LICENSORS BE LIABLE FOR ANY DAMAGES, OF WHATEVER NATURE, AS A RESULT OF THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF HUNNI OR HUNNI’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. ASSIGNMENT

Customer may not assign this Agreement to any third party except upon Hunni’s prior written consent, which consent not to be unreasonably withheld. Any purported assignment in violation of this Section shall be void. This Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

 

  1. CONFIDENTIALITY

Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement. As used herein, the term “Confidential Information” refers to any and all technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans; which a reasonable person would understand to be confidential based on its content. Notwithstanding the above, Hunni Confidential Information shall include the Hunni Technology and all pricing terms offered to Customer, and Customer Confidential Information shall include Customer Data. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under this Agreement, or (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Each Receiving Party’s confidentiality obligations with respect to such Confidential Information, shall remain in effect for the term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.

 

  1. GENERAL/NOTICES

This Agreement shall be governed by Pennsylvania law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Trial Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Philadelphia, PA. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Hunni as a result of this Agreement or use of the Trial Services. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. This Agreement, (including any other documents referenced therein), comprises the entire agreement between Customer and Hunni regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. All notices from Customer to Hunni may be made by emailing support@hunni.io and Hunni may give notice by emailing Customer’s contact as specified on the registration form.