For the Holonis Application Agreement, along with the Services Agreement, the following additional terms and conditions also apply ("Agreement").
Holonis, Inc. ("Holonis", "we", or "us") is the provider of the App Services that permits you (the “User”) to license software products and digital content for end user use only under the terms and conditions set in this Agreement (“Holonis Application Agreement”). For App Services, end users may be individuals acting in their own capacities, commercial enterprises or educational institutions.
1. Your App Service Account
You must establish an account (“Account”) through Holonis. Then as a registered user of Holonis you are given access to our App Services. Don’t reveal your Account information to anyone else. Holonis makes all reasonable efforts to protect and secure your information to the best of our ability. However, you are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify Holonis of any security breach of your Account. Holonis shall not be responsible for any losses arising out of the unauthorized use of your Account.
You agree to provide accurate and complete information ("App Registration Data") when you register with, and as you use, the App Services, and you agree to update your App Registration Data to keep it accurate and complete.
2. Automatic Delivery and Activation
When you first activate Apps through the App Services (collectively, “Eligible Content”), you may elect to automatically receive (“auto-activate”) copies of such Eligible Content on additional compatible Holonis software (“Associated Devices”). For each Associated Device, you may specify which type of Eligible Content, if any, may be auto-activated to it.
3. Automatic Delivery of Updates
Your device or computer will periodically check with the App Services for updates to the apps on your device or computer and, if available, the update may automatically update and activate itself. Certain apps may also activate additional content. You agree that Holonis, through the App Services, may automatically update and activate updates and content onto your associated devices. You can turn off automatic updates altogether at any time by changing the automatic updates settings on your device or computer. To prevent the download of on-demand content within an app, delete the app from your device.
4. License of App Services and Apps
The apps made available through the App Services are licensed, not sold, to you. There are two (2) categories of Apps, as follows: (i) Apps that have been developed, and are licensed to you, by Holonis (“Holonis App”); and (ii) Apps that have been developed, and are licensed to you, by a third-party developer (“Third-Party App”). The category of a particular App (Holonis App or Third-Party App) is identified in the App Services.
Your license to each App is subject to the Licensed Application End User License Agreement set forth below, and you agree that such terms will apply. The Application Provider, Holonis or the Third-Party, reserves all rights in and to the App not expressly granted to you.
You acknowledge that the license to each Holonis App that you obtain through the App Services, as defined below, or you associate with your Account, is a binding agreement between you and Holonis. You acknowledge that: you are acquiring the license to each Third-Party App from the Application Provider; Holonis is acting as agent for the Application Provider in providing each such Third-Party App to you; and Holonis is not a party to the license between you and the Application Provider with respect to that Third-Party App. The Application Provider of each Third-Party App is solely responsible for that Third-Party App, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Third-Party App.
You acknowledge and agree that Holonis and its subsidiaries are third-party beneficiaries of the Licensed Application End User License Agreement, for each Third-Party App. You also agree that upon your acceptance of the terms and conditions, which are subject to change without notice, of the license to any such Third-Party App, Holonis will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third-party beneficiary.
6. Use of Apps and the App Services
You agree that the App Services and certain Apps include security technology that limits your use of Apps and that, whether or not Apps are limited by security technology, you shall use Apps in compliance with the applicable usage rules established by Holonis and its Agreement, and that any other use of the Apps may constitute a copyright infringement. Any security technology is an inseparable part of the Apps. Holonis reserves the right to modify its Agreement at any time. You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security technology related to such Agreement for any reason—or to attempt or assist another person to do so. You agree not to access the App Services by any means other than through software that is provided by Holonis for accessing the App Services. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the App Services. Violations of system or network security may result in civil or criminal liability.
7. Discontinuing Apps
You acknowledge that, because some aspects of the App Services and apps entail the ongoing involvement of Holonis, if Holonis changes any part of or discontinues the App Services, which Holonis may do at its own discretion, you may not be able to use Apps to the same extent as prior to such change or discontinuation, and that Holonis shall have no liability to you in such case.
8. Third Party Material
Certain content, Apps, and services available via the App Services may include materials from third parties. Holonis may provide links to third-party websites as a convenience to you. You agree that Holonis is not responsible for examining or evaluating the content or accuracy and Holonis does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Holonis is not in any way responsible for any such use by you.
9. Objectionable Material
You understand that by using the App Services, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the App Services at your sole risk and Holonis shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. App descriptions are provided for convenience, and you agree that Holonis does not guarantee their accuracy.
10. Intellectual Property
You agree that the App Services, including but not limited to Apps, graphics, user interface, audio clips, editorial content, and the scripts and software used to implement the App Services, contain proprietary information and material that is owned by Holonis and/or its principals, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the App Services in compliance with this Agreement. No portion of the App Services may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the App Services in any manner, and you shall not exploit the App Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
Notwithstanding any other provision of this Agreement, Holonis and its principals reserve the right to change, suspend, remove, or disable access to any Apps, content, or other materials comprising a part of the App Services at any time without notice. In no event will Holonis be liable for making these changes. Holonis may also impose limits on the use of or access to certain features or portions of the App Services, in any case and without notice or liability.
All copyrights in and to the App Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Holonis and/or its principals, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE APP SERVICES, EXCEPT FOR USE OF THE APP SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Holonis, the Holonis logo, and other Holonis trademarks, service marks, graphics, and logos used in connection with the App Services are trademarks or registered trademarks of Holonis Inc. in the U.S. Other trademarks, service marks, graphics, and logos used in connection with the App Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
11. Termination of App Services
Holonis reserves the right to modify, suspend, or discontinue the App Services (or any part or content thereof) at any time with or without notice to you, and Holonis will not be liable to you or to any third party should it exercise such rights.
12. Disclaimer of Warranties; Liability Limitations
HOLONIS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE APP SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME HOLONIS MAY REMOVE THE APP SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE APP SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE APP SERVICES IS AT YOUR SOLE RISK. THE APP SERVICES AND ALL PRODUCTS AND APP SERVICES DELIVERED TO YOU THROUGH THE APP SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY HOLONIS) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
IN NO CASE SHALL HOLONIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE APP SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE APP SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS,HOLONIS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
HOLONIS SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE APP SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND HOLONIS HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
HOLONIS DOES NOT REPRESENT OR GUARANTEE THAT THE APP SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND HOLONIS DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY ACTIVATED THROUGH THE APP SERVICES.
13. Waiver and Indemnity
BY USING THE APP SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HOLONIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE APP SERVICES, OR ANY ACTION TAKEN BY HOLONIS AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM HOLONIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE APP SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF HOLONIS' CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
14. App Agreement Changes
Holonis reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the App Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement.
This Agreement constitutes the entire agreement between you and Holonis and governs your use of the App Services, superseding any prior agreements between you and Holonis. You also may be subject to additional terms and conditions that may apply when you use affiliate services, certain Apps, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Holonis' failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Holonis will not be responsible for failures to fulfill any obligations due to causes beyond its control.
The App Services are operated by Holonis from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the App Services. Your use of the App Services may also be subject to other laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Holonis or relating in any way to your use of the App Services resides in the courts in the State of California.
Holonis reserves the right to take steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Holonis has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Holonis believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Holonis' right to cooperate with any legal process relating to your use of the App Services and/or Apps, and/or a third-party claim that your use of the App Services and/or Apps is unlawful and/or infringes such third party's rights).