Terms of Use
Last updated: August 21, 2024
PLEASE READ THESE TERMS OF USE (“Terms of Use” or “Terms”) CAREFULLY. This website and the information on it are controlled by Hologram. These Terms of Use govern (1) the use of the website and apply to all internet users visiting the website by accessing or using the website in any way, including the services and resources available or enabled via the website; and (2) any applicable Purchase Order or Master Services Agreement (MSA) which references these Terms of Use, or into which these Terms of Use are incorporated.
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE AND/OR ENTERING INTO A PURCHASE ORDER OR MSA THAT REFERENCES THESE TERMS, OR INTO WHICH THESE TERMS OF USE ARE INCORPORATED, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HOLOGRAM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE.
Section 1: Definitions
1.1 “Hologram” means Hologram, Inc.
1.2 “Hologram API” means any application programming interface (API) owned and operated by Hologram, including the REST (Representational State Transfer) API (for communicating with servers, software developers, web applications, and mobile applications) and the Socket API (for communicating with embedded systems such as the Hologram Dash).
1.3 “Order” means a written order for the purchase of Products and/or Services from Hologram, including but not limited to the purchase of Products and/or Services pursuant to a Master Services Agreement, mutually agreed upon by Hologram and You, which references these Terms of Use.
1.4 “Products” means the physical/tangible products produced and sold by Hologram including, for example, the Hologram Dash, all electronics, accessories, and any kits.
1.5 “Service” means the any service and/or hosted software application provided by Hologram via the Website, including but not limited to, the Hologram API, the Hologram Cloud, cellular connectivity provided by the Hologram Global SIM, and any other software services offered by Hologram via the Website.
1.6 “Third Party Product” means any application, website, API, product, software, equipment, or hardware, manufactured, produced, or provided by anyone other than Hologram.
1.7 “Third Party Provider" has the meaning set forth in Section 4.4.
1.8 “Third Party Service” means any connectivity or other service that is produced or provided by anyone other than Hologram.
1.9 “You” means you individually or the legal entity on an Order or MSA named as a user when you register on the Website and/or purchase Products.
1.10 “Website” means any web domain owned, operated, branded or co-branded by Hologram.
Section 2: Updates & Supplemental Terms
2.1 Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms”.
2.2 The Terms of Use refer to our Privacy Policy, which also governs Your use of the Services.
2.3 PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE AT ANY TIME IN HOLOGRAM’S SOLE DISCRETION. When changes to the Terms of Use are made, Hologram will make the updated Terms of Use available on the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. Hologram will also change the “Last Updated” date at the top of the Terms of Use to indicate an update has been made. Hologram may require You to provide consent to the updated Terms in a specified manner before further use of the Website and/or Service is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You must stop using the Website and/or Service. If You do not immediately cease using the Website and/or Services following such update or change, regardless of whether you have received a notice of such changes, Your continued use of the Website and/or Service constitutes Your acceptance of such updated Terms including any changes.
Section 3: Account Creation & Use
3.1 In order to access certain Services, You must create an account with Hologram with a valid email address and password (an “Account”).
3.1.1 By creating an Account, You are confirming that any and all information You provide upon registration is accurate and complete. You are also certifying that you are (1) over the age of 13, and (2) allowed to legally use these services in the US and other countries and are not barred from doing so by any legal entities.
3.1.2 Only one Account may be created per unique email address.
3.1.3 You are responsible for the confidentiality of Your login information and are fully responsible for the activities of Your Account, as well as all activities, communications or behaviors that occur under Your Account or with any Products and Services connected to Your Account.
3.1.4 You agree to notify Hologram immediately if You have reason to believe Your Account has been compromised or You suspect unauthorized use of Your Account. Hologram cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.
3.2 After You have created an Account, You may connect certain Products and Third Party Products to Your Account, in order to enable You to use certain Services provided by Hologram (“Connected Products”). You hereby grant Hologram the ability to access, interact with and otherwise use any and all Connected Products in order to provide You the Services. Such interactions and use may include reading data from sensors, controlling physical actuators, and otherwise interfacing with the physical world. Once You have set up this Account, Hologram will continue to have access to Connected Products until You specifically revoke access by altering Your settings or closing Your Account.
3.3 Hologram reserves the right to revoke Your access to Your Account, and/or suspend the Services if it believes You are engaged in (1) activities that violate these Terms, or any (2) unauthorized or illegal activities.
3.4 After Account has been initially set-up, these Terms will be binding on any active any active users of Product or Services. You, the Account creator, will continue to be responsible for all Connected Products, including any access to or use of Connected Products by any end users of Your Account. All end users of Your Account are subject to and bound by these Terms.
3.5 You are solely responsible for informing any person and/or entity to whom You provide access to Connected Products of their responsibilities and obligations hereunder. You agree to indemnify, defend and hold harmless Hologram and its affiliates, and their respective officers, directors, employees, contractors, agents, successors and assigns (collectively, “Hologram Parties”) from and against any damages, liabilities, losses, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees) (“Losses”) that are incurred by the Hologram Parties in connection with or related to Your breach of this Section.
3.6 You are solely responsible for your Connected Products and related issues. You acknowledge and agree that You must obtain PCS Type Certification Review Board (“PTCRB”) certification for all Connected Products prior to using our Services. In the event Your Connected Products are not PTCRB certified, Hologram reserves the right to suspend our Services to, and ban from our networks, such Connected Products.
Section 4: Use of Hologram Website, Products and Services
4.1 You agree to abide by all applicable local, state, national, foreign, and international laws, and regulations in connection with Your access to and use of the Website, Products and Services.
4.2 You further agree to not use the Website or any Products or Services to: (a) interfere with or disrupt the services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products or Services; (b) engage in or assist with, or enable others to engage in, illegal or fraudulent activities; (c) access or attempt to access the accounts, materials, information, computer systems, networks or devices owned or created by Hologram or otherwise, through password mining or any other means; (d) violate, tamper with, or circumvent the encryption codes or technological protection measures of the Services; (e) solicit personal information from anyone under the age of 18; (f) provide remote monitoring to provide life-sustaining medical care for any individual, including without limitation, use of the Service in health care and assisted living environments; (g) use the Service to convey obscene or unlawful information and content; or (h) monitor third parties without their permission.
4.3 You acknowledge and agree that You are solely responsible for compliance with all legal, regulatory, and safety-related requirements related to Your products and projects, and any use of the Products or Services. By creating products and projects using Hologram Products and Services, You represent and agree that You have all the necessary expertise to: (1) create and implement safeguards which anticipate dangerous consequences of failures; (2) monitor failures and their consequences; (3) lessen the likelihood of failures that might cause harm; and (4) take appropriate remedial actions. The Products and Services are not INTENDED FOR, AND YOU AGREE NOT TO USE THEM FOR OR IN, ANY in military, aircraft, space, lifesaving, or life sustaining applications, unless specifically stated otherwise in a Master Service Agreement, or any other written agreement, between You and Hologram. Notwithstanding the foregoing, You must use the Products and Services in compliance with applicable law. You agree to indemnify, defend, and hold harmless the Hologram Parties from and against any Losses incurred by the Hologram Parties as a result of or to Your use of any Products or Service in connection with any military, aircraft, space, lifesaving, or life sustaining applications.
4.4 Hologram may provide an opportunity to interact with, interface with, and use Third Party Products.
4.4.1 Third Party Products and Third Party Services are provided by third parties (“Third Party Providers”) that Hologram does not own or control. As such, You acknowledge and agree that Hologram shall not be responsible or liable for the quality, nature, reliability, accuracy, completeness, timeliness, truthfulness or legality of any Third Party Products or Third Party Services. Furthermore, You understand that the access to and use of Third-Party Products and Third Party Services, including the availability thereof and uptimes related thereto, are solely determined by the relevant Third Party Providers. Hologram will have no liability to You for any lack of availability or failure of any Third Party Products or Third Party Services, or any Third Party Provider’s decision to discontinue, suspend or terminate access to any Third Party Products or Third Party Services.
4.4.2 You hereby release the Hologram Parties from any Losses, including personal injuries, death, and property damage, that are either directly or indirectly related to or arise from (1) the behavior or actions of Third Party Products or Third Party Services or the relevant Third Party Providers, or (2) resulting from Your use of the Third Party Products or Third Party Services. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands or any Losses arising from any unconscionable commercial practice by any Hologram Parties, or such party’s fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Website or any Services provided hereunder.
4.5 The Services may enable You to access and use Hologram APIs, including the REST API (Application Program Interface) and Socket API, in order to control, access or provision access to Your Account and Connected Products. You may only use the Hologram APIs for sole purpose of accessing and using the Services for your internal business purposes. Abuse or excessively frequent requests to any Hologram API may result in the temporary or permanent suspension of Your Account’s access to the API and other Services. Hologram, at its sole discretion, will determine abuse or excessive usage. Hologram reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to the API (or any part of Services thereof) with or without notice.
4.6 If You choose to update firmware on Products with code not provided by Hologram, the code and results are Your responsibility.
4.7 You shall not: (a) modify, translate, adapt, merger, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Website, Products, Hologram APIs or Services; (b) access the Website or Services in order to build a similar or competitive website, application or service; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of (i) any computer or server used to offer or support the Services, or (ii) the enjoyment of the Services by any other person; (d) institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Website or Services, or other attempts to disrupt the Website or Services or any other person’s use or enjoyment of the Website or Services; (e) attempt to gain unauthorized access to the Website or Services, accounts registered to others, or to the computers, servers or networks connected to the Website or Services by any means other than the user interface provided by Hologram, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website or Services; (f) attempt to probe, scan or test the vulnerability of the Website or Services or network, or breach any security or authentication measures; or (g) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Hologram or any of Hologram’s providers or any other third party to protect the Website and/or Services.
4.8 You acknowledge and agree that: (a) you will comply with all applicable laws, rules and regulations in relation to your use of the Website, Products, APIs and Services; (b) your access to and use of any Products or Services, or any portion thereof, may be withdrawn or suspended in order to comply with applicable laws, rules and regulations; (c) you will not use the Products or Services to send any communications that are offensive, abusive, menacing, obscene, annoying, incite hatred, panic or anxiety or which are otherwise unlawful; or (d) access, transmit, publish, display, advertise or make available material that infringes copyright or any other intellectual property right held in any country, is obscene or pornographic, contains threats of any kind, is defamatory in any way or breaches confidence, which is illegal or infringes any third party’s rights of any kind.
4.9 The Website, Products, APIs, and Services are the sole and exclusive property of Hologram and its suppliers. Except as expressly set forth herein, no other rights are granted to You.
4.10 You hereby grant to Hologram a non-exclusive, transferable, sub-licensable (through multiple tiers), irrevocable, royalty-free and fully paid-up right and license to access and use any data, information, files or other content (“Your Data”) that You, or any end users of Connected Products upload, transfer, provide, transmit, or otherwise make available (collectively, “Make Available”) to Hologram via the Services, for the purpose of providing the Services. Hologram acknowledges and agrees that, as between You and Hologram, You are the sole and exclusive owner of Your Data. You represent and warrant that You have provided all notices and obtained all rights and consents necessary to grant Hologram the foregoing license.
4.11 We will only use Your Data as set out in our Privacy Policy.
4.12 You acknowledge and agree that You shall not enter or store any personal data of You or any other third party on the Website or within the Service. In the event any that personal data of You or any other third party has been entered on the Website or within to the Service, You shall immediately inform Hologram and delete the personal data in question. Failure to comply with this undertaking is considered a material breach of these Terms, and Hologram shall have the right to immediately terminate your access to the Website and Services.
4.13 You will ensure that any end product and use cases are, and shall remain, designed and implemented such that, in the event of any interruption, defect, error, or other failure of the Service, the safety of people, property, and the environment are not compromised. To decrease the likelihood of interruption to the Services, You are solely responsible for determining whether service redundancy is necessary to ensure continuity and timeliness of any content, information, or instructions to be transmitted or received, and for the selection, implementation and monitoring of such Services, including and not limited to, whether rate plan limitations are appropriate for Your use case(s) including critical applications.
4.14 All access and use of the Services is subject to Your adherence to Version 8 of the GSMA IoT Device Connection Efficiency Guidelines, (i.e., the Terminal and the Data Centre must comply with the GSMA Device Guidelines during the term of Your Agreement). You guarantee to adhere to the latest available version of the GSMA IoT Device Connection Efficiency Guideline (including any version published after version 8) at the time when You start to use applicable Services. You shall also use best effort to follow, update and adhere to the latest published version of the GSMA IoT Device Connection Efficiency Guideline, as updated from time to time, for all deployments. If reasonably requested by Hologram, You shall provide proof of compliance with the GSMA Device Guidelines. You ensures support of firmware over the air capabilities on deployed devices.
Section 5: Confidential Information
Confidential Information (as defined below) of You or Hologram shall be governed by the confidentiality and non-disclosure provisions set forth below.
5.1 Definition of Confidential Information. “Confidential Information” means any oral, written, graphic or machine-readable information of a party including, but not limited to, that which relates to business plans or practices, concepts, experimental work or prototypes, costs, sources of supply, pricing methods, client lists, prospective client lists, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of products or services, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, regulatory information, medical reports, clinical data and analysis, biological materials, chemical formulas, agreements with third parties, services, customers or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure.
5.2 Nondisclosure of Confidential Information.
5.2.1 Each party agrees not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party may share Confidential Information with its directors, officers, employees, consultants and agents who are bound by written confidentiality and non-disclosure obligations at least as stringent as those contained in this Agreement. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention.
5.2.2 Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:
(i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
(ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
(iii) is disclosed with the prior written approval of the disclosing party;
(iv) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development;
(v) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights;
(vi) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or
(vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
Section 6: Purchase & Payment Terms
6.1 Purchase of any Hologram Products are intended for personal and/or internal business use only and are not for commercial resale. If You’re interested in reselling Hologram Products, please contact Hologram at sales@hologram.io. to receive details and authorized approval. Notwithstanding the foregoing, Hologram authorizes and approves You to use any purchased Hologram SIMs, whether purchased on Hologram’s website or under a MSA, with or in any of Your products. Additionally, You reserve the right to resell the bundled products in accordance with these Terms and, if applicable, in accordance with the terms and conditions set forth in a MSA.
6.2 Unless otherwise agreed by Hologram in writing, You agree to pay all fees or charges to Your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, or as otherwise set forth in any applicable Order. You must provide Hologram with a valid credit card (Visa, MasterCard, or any other issuer accepted by Hologram) (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and You must refer to that agreement and not the Terms to determine Your rights and liabilities. By providing Hologram with Your credit card number and associated payment information, You agree that Hologram is authorized to immediately invoice Your Account for all fees and charges due and payable to Hologram hereunder and that no additional notice is required. You agree to immediately notify Hologram of any change in Your billing address or the credit card used for payment hereunder. Hologram reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by email delivery to You. Hologram will be entitled to charge You interest of 1.5% per month for any unpaid balance on Your Account that is more than one (1) day past due. An unpaid balance may result in termination of Services.
6.3 Unless otherwise agreed by Hologram in writing: (1) You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your monthly or annual package, as applicable, or as otherwise set forth in any applicable Order (each, a “Service Commencement Date”); (2) all fees for the Services are non-refundable; and (3) No contract will exist between you and Hologram for the Services until Hologram accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
6.4 Unless otherwise agreed by Hologram in writing, Your subscription will continue indefinitely until terminated in accordance with the Terms, or as set forth in any applicable Order. Unless otherwise set forth in an applicable Order, after Your initial subscription period, and again after any subsequent subscription period, Your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Hologram’s then-current price for such subscription. Hologram reserves the right to increase the Service Subscription Fee and any other applicable fees for each subsequent subscription period, upon prior written notice to You; any such increase shall commence at the beginning of the subsequent subscription period and shall be applicable to all Products and Services hereunder. Unless otherwise set forth in an applicable Order, You agree that Your Account will be subject to this automatic renewal feature unless You cancel Your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that You receive a notice from Hologram that Your subscription will be automatically renewed, You will have thirty days from the date of the Hologram notice). If You do not wish Your Account to renew automatically, or if You want to change or terminate Your subscription, please contact Hologram at hello@hologram.io. If You cancel Your subscription, You may use Your subscription until the end of Your then-current subscription term; Your subscription will not be renewed after Your then-current term expires. However, You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, You authorize Hologram to charge Your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of Your subscription, if Hologram does not receive payment from Your Payment Provider, (i) You agree to pay all amounts due on Your Account upon demand, and/or (ii) You agree that Hologram may either terminate or suspend Your subscription and continue to attempt to charge Your Payment Provider until payment is received (upon receipt of payment, Your Account will be activated and for purposes of automatic renewal, Your new subscription commitment period will begin as of the day payment was received).
6.5 Unless otherwise agreed by Hologram in writing, Hologram reserves the right to charge You any overage fees accrued or incurred in accordance with your Order. You acknowledge and agree that overage fees may not be invoiced in the month used and that any failure by Hologram to bill or invoice for overage and related charges on a timely basis will not be a basis for You to dispute payment of such charges.
6.6 All of Hologram’s data Services and data plans are made available via Third Party Providers. You acknowledge that Hologram does not control any such Third Party Providers, and that the relevant Third Party Providers that provide such data plans and services are solely responsible for such data plans and services, including the availability and geographic coverage thereof and uptimes related thereto. Hologram will have no liability to You or any other person for any lack of availability or failure of any data plans or data services, or any Third Party Provider’s decision to discontinue, suspend or terminate any such data plans or data services. Hologram reserves the right to change its Third Party Providers, including carriers, network access providers, and coverage plans, at any time, in its sole discretion and with or without notice to You. In the event any that any Third Party Provider, including any carrier, network access provider and/or coverage plans rates are increased by the applicable Third Party Provider, Hologram reserves the right to increase its fees with or without prior notice to You.
6.7 Hologram is required to collect and remit sales tax on Your Hologram purchases in certain jurisdictions. Tax on services like Hologram's varies by jurisdiction. If a jurisdiction considers any of Hologram's Products or Services as taxable, Hologram is required to collect and remit sales tax. Your billing address is used to determine the tax rate. All relevant state and local taxes are the financial responsibility of You. In the event You need to update your address, You are responsible for providing notice to Hologram at the following email address: billing@hologram.io. If You are a tax exempt organization, You are responsible for sending any supporting documents to Hologram at the following email address: billing@hologram.io.
6.8 Hologram reserves the right to deactivate, without prior notice to You, any Products purchased by You, including but not limited to SIM cards, whether such SIM cards are active or inactive, in the event that You have failed to pay all applicable fees and charges when due.
Section 7: Warranty; Warranty Disclaimer
7.1 Hologram does NOT warrant that (i) Services and Products will meet Your specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained by You through will meet Your expectations, and (v) any errors in the Service or Products will be corrected. HOLOGRAM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ITS SERVICES, PRODUCTS AND WEBSITE. HOLOGRAM EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THIRD PARTY PRODUCTS AND THIRD PARTY SERVICES THAT ARE INCORPORATED INTO THE PRODUCTS AND SERVICES.
7.2 Services may be subject to sporadic interruptions and failures for a variety of reasons beyond Hologram’s control, including, but not limited to, cellular intermittency or failure, service provider uptime, mobile notifications, and carriers, among others. You acknowledge these limitations and agree that Hologram is not responsible for any damages allegedly or actually caused by the failure or delay of the Services whether or not due to Hologram or a Third Party Provider.
7.3 You acknowledge that Hologram uses Third Party Providers to enable aspects of the Services and Products, including, but not limited to data storage, cellular connectivity, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers. Hologram does not control and is not responsible for the acts or omissions of such Third Party Providers and expressly disclaims any liability or responsibility for any such acts or omissions.
Section 8: Limitation of Liability
8.1 You expressly understand and agree that neither Hologram nor its Third Party Providers shall be liable for any damages, including but not limited to indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Hologram has been advised of the possibility of such damages) resulting from: (i) the cost of procurement for substitute products or services; (ii) the interruption of use or loss or corruption of data; (iii) actions or choices by any third parties using Services or Products; (iv) the interruption of access to or inability to access Services; (vi) Access, authorized or unauthorized, to Your data, or Your devices (Hologram Products or otherwise) making use of Services; (v) Your use of the Services (including the APIs or Third-Party Products that access data via the APIs) or Products; and (vi) Your inability to access Services or Products due to failures of Third Party Providers, including but not limited to cellular connectivity providers. In no event shall Hologram’s aggregate liability to You exceed an amount equal to the amounts paid by You during the six (6) month period immediately preceding the event(s) giving rise to liability hereunder.
8.2 Force Majeure: Hologram will not be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our Third Party Providers, acts of God, or other causes over which Hologram has no reasonable control.
8.3 You expressly understand and agree that you have no contractual relationship whatsoever with any Third Party Providers, including any affiliates or contractors of such Third Party Provider (collectively, “Providers”) and that you are not a third party beneficiary of any agreement with any such Third Party Provider. To the fullest extent permitted by law, you hereby waive any and all claims or demands therefor. You expressly release each Hologram, its affiliates, and Third Party Provider, from any and all liability with respect to Hologram’s Services and Products, and You covenant not to bring any action against any such Third Party Provider arising out of or relating to the Hologram Services or Products. In the event of any breach of the foregoing covenant not to sue, You agree to indemnify Hologram, to the fullest extent permitted by applicable law, against any and all resulting damages (including without limitation to the extent owed by Hologram to a Third Party Provider), notwithstanding any limitation of liability herein.
Section 9: Indemnification
You agree to indemnify, defend and hold the Hologram Parties harmless from and against any and all Losses incurred by the Hologram Parties in connection with any action, claim or suit arising out of or relating to Your breach of these Terms; Your violation of any applicable laws, rules or regulations; any dispute between You and any of Your suppliers, vendors, distributors, OEMs, resellers or customers; or Your use of Products or Services, including without limitation, Your use of Products or Services in a project, product, device or any other item that You sell, pass or give to another person.
Section 10: Termination
10.1 If Hologram becomes aware of any possible violations by You of the Terms, Hologram reserves the right to investigate such violations. If, as a result of the investigation, Hologram believes that criminal activity has occurred, Hologram reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Hologram is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website or Services, including Your Data, in Hologram’s possession in connection with Your use of the Website or Services, to (1) comply with applicable laws, legal process or governmental request, (2) enforce the Terms, (3) respond to any claims that Your Data violates the rights of third parties, (4) respond to Your requests for customer service, or (5) protect the rights, property or personal safety of Hologram, its users or the public, and all enforcement or other government officials, as Hologram in its sole discretion believes to be necessary or appropriate.
10.2 In the event Hologram determines, in its sole discretion, that You have breached any portion of these Terms, or have otherwise demonstrated conducted inappropriate for the Website and/or Services, Hologram reserves the right to:
10.2.1 Warn You via email that You have violated the Terms;
10.2.2 Delete Your Data;
10.2.3 Discontinue Your subscription to any Services;
10.2.4 Notify and/or send Your Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
10.2.5 Pursue any other action which Hologram deems to be appropriate.
10.3 Except as otherwise agreed in writing by Hologram:(a) these Terms commence on the date when You accept them (as described in the preamble above) and remain in full force and effect while You use the Website and/or Services, unless terminated earlier in accordance with the Terms.
(b) If payment cannot be charged to Your Payment Provider for any reason, if You have materially breached any provision of the Terms, or if Hologram is required to do so by law (e.g. where the provision of the Website and/or Services is, or becomes, unlawful), Hologram has the right to, immediately and without notice, suspend or terminate any Services provided to You. You agree that any such termination for cause shall be made in Hologram’s sole discretion and that Hologram shall not be liable to You or any third party for any termination of Your Account.
(c) If You want to terminate the Services provided by Hologram, You may do so by (a) notifying Hologram at any time, and (b) closing Your Account for all of the Services You use. Your notice should be sent, in writing, to Hologram’s address set forth below. If You close Your Account in accordance with this Section 10.5, You will be entitled to continue to use the Services until the end of the applicable subscription period (if any), and You will not be entitled to a refund.
(d) Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of Your password and all related information, files and Your Data associated with or inside Your Account (or any part thereof). Subject to Section 10.5, upon termination of any Service, Your right to use such Service will automatically and immediately terminate. You understand that any termination of Services may involve deletion of Your Data associated therewith from Hologram’s databases. Hologram will not have any liability whatsoever to You for any suspension or termination, including for deletion of Your Data. All provisions of the Terms which by their nature should survive, shall survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers and limitation of liability.
Section 11: Everything Else
11.1 You agree, upon Hologram’s reasonable request, to participate in the reasonable marketing activities of Hologram related to the Service, including providing references to Hologram’s potential customers. You further agree that Hologram may use Your name(s), trade name(s) and logo(s) on Hologram’s website and promotional materials, and that Hologram may disclose the fact that You are a customer of Hologram.
11.2 The Terms shall be governed by the laws of the State of Delaware, USA, without reference to conflicts of law principles.
11.3 All claims and disputes arising under or relating to the Terms are to be settled by binding arbitration in the state of Delaware or another location mutually agreeable by the parties.
11.4 Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.5 The Terms, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Hologram’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
11.6 The section headers in the Terms are for structure only.
11.7 Questions about these Terms can be directed toward support@hologram.io.
11.8 If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
11.9 Where Hologram requires that You provide an email address, You are responsible for providing Hologram with Your most current email address. In the event that the last email address You provided to Hologram is not valid, or for any reason is not capable of delivering to You any notices required/permitted by the Terms, Hologram’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Hologram at the following address: 1608 S. Ashland Ave 25937, Chicago, IL 60608. Such notice shall be deemed given when received by Hologram by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11.10 The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. In the event of any conflict between these Terms and an Order or MSA, the Order or MSA, as applicable, shall control solely to the extent of such conflict.