PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “SIGNUP” OR “SIGNIN” OR “LOGIN” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE THE “SIGNUP” OR “SIGNIN” OR “LOGIN” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE EMAIL US AT “[email protected]” OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

"Aggregated Statistics" means data and information related to Customer's use of the Services to be used by LogicBalls in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Confidential Information" means information about either party's business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

"Customer", "you," or "your" means you and your Authorized Users.

"Customer Account" means your account on the Services.

"Customer Property" means (i) the Input, (ii) the Output, and (iii) any other content (including text, images, illustrations, charts, tables, and other materials), materials or data supplied by Customer to LogicBalls, either directly through the Service or indirectly through the integration with a Third Party Product, for processing on Customer's behalf.

2. Access and Use

(a) Eligibility. This is a contract between you and LogicBalls. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with LogicBalls, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 13 years old (or under 16 years old in Europe) is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by LogicBalls.

(b) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, LogicBalls hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. LogicBalls shall provide you the necessary passwords and access credentials to allow you to access the Services.

(c) Documentation License. Subject to the terms and conditions contained in this Agreement, LogicBalls hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(d) Accounts. Your Customer Account gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain other User Accounts. If you open a Customer Account on behalf of a company, organization, or other entity, then “you” includes you and that entity. By connecting to LogicBalls with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use other Users' User Accounts without permission. When creating your Customer Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Customer Account, and you must keep your Customer Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Customer Account. You must notify LogicBalls immediately of any breach of security or unauthorized use of your Customer Account. LogicBalls will not be liable for any losses caused by any unauthorized use of your Customer Account. You may control your Customer Account profile and how you interact with the Services by changing the settings in your settings page. By providing LogicBalls your email address you consent to using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

(e) Use Restrictions. You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the LogicBalls servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that LogicBalls grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violate LogicBalls's Privacy Policy accessible at https://logicballs.com/privacy ; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (viii) using the Services for any unlawful commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, LogicBalls may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between LogicBalls and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LogicBalls. You acknowledge that LogicBalls may compile Aggregated Statistics based on Customer Property input into the Services. You agree that LogicBalls may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

(g) Reservation of Rights.. LogicBalls reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the LogicBalls Property.

(h) Suspension. Notwithstanding anything to the contrary in this Agreement, LogicBalls may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer's and any other Authorized User's access to any portion or all of the Services for no reason or for any reason, including but not limited to if: (i) LogicBalls reasonably determines that (A) there is a threat or attack on any of the LogicBalls Property; (B) Customer's or any other Authorized User's use of the LogicBalls Property disrupts or poses a security risk to the LogicBalls Property or to any other customer or vendor of LogicBalls; (C) Customer or any other Authorized User is using the LogicBalls Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) LogicBalls's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of LogicBalls has suspended or terminated LogicBalls's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5.

(i) Changes to the Services. We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

(j) Processing of Personal Data. The Parties acknowledge that use of the Service does not require LogicBalls to process any information relating to an identified or identifiable natural person that relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person ("Personal Data") on behalf of Customer. In other words, Customer acknowledges that it does not need to provide Input that contains Personal Data in order to make effective use of the Services.

3. Intellectual Property Rights

(a) Customer Property. We claim no ownership rights over Customer Property. The Customer Property remains yours. LogicBalls has the right (but not the obligation) in its sole discretion to remove any Customer Property that is processed via the Services. By submitting, posting, displaying, providing, or otherwise making available any Customer Property on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to LogicBalls a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Customer Property and your name, voice, and/or likeness as contained in your Customer Property, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and LogicBalls's (and its successors' and affiliates') business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. Additionally, for the Term, you grant LogicBalls a non-exclusive, irrevocable license to use Customer's name, trademarks and logos to identify Customer as a subscriber of the Services. In connection with your Customer Property, you affirm, represent, warrant and covenant the following: (i) You have the written consent of each and every identifiable natural person in the Customer Property, if any, to use such person's name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) You have obtained and are solely responsible for obtaining all consents as may be required by law to submit any Customer Property relating to third parties; (iii) Your Customer Property and LogicBalls's use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; and (iv) LogicBalls may exercise the rights to your Customer Property granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

LogicBalls takes no responsibility and assumes no liability for any Customer Property that you or any other User or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Property and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Property. You understand and agree that you may be exposed to Customer Property that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that LogicBalls shall not be liable for any damages you allege to incur as a result of or relating to any Customer Property.

(b) LogicBalls Property.LogicBalls Property and all Intellectual Property Rights related thereto are the exclusive property of LogicBalls and its licensors (including other Users who post content to the Services). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any LogicBalls Property. Use of the LogicBalls Property for any purpose not expressly permitted by this Agreement is strictly prohibited. For the avoidance of doubt, LogicBalls Property, Aggregated Statistics and any other information, data, or other content derived from LogicBalls's monitoring of your access to or use of the Services, but does not include Customer Property. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to LogicBalls an assignment of all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights relating thereto.

gratuitous, unsolicited and without restriction and will not place LogicBalls under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, LogicBalls does not waive any rights to use similar or related ideas previously known to LogicBalls, or developed by its employees, or obtained from sources other than you. If you or any of your employees, contractors, or agents send or transmit Feedback, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

4. Customer Responsibilities

(a) Acceptable Use Policy. You shall comply with LogicBalls's terms of service, privacy policy, and all applicable laws, rules, and regulations.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

(c) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(d) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. LogicBalls does not endorse or assume any responsibility for any such Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Property on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and LogicBalls's Privacy Policy do not apply to your use of such sites. You expressly relieve LogicBalls from any and all liability arising from your use of any Third-Party Products Third-Party Products, including without limitation Customer Property submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that LogicBalls shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

5. Fees and Payment

(a) Billing Policies. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to our Pricing and Payment Terms available at www.logicballs.com/pricing, as we may update them from time to time. LogicBalls may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

(b) No Refunds. You may cancel your Customer Account at any time; however, there are no refunds for cancellation. In the event that LogicBalls suspends or terminates your Customer Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Customer Account, or for anything else.

(c) Free Trials. We or our third-party service providers may offer free trials to a particular Service. We or our third-party service provider will automatically bill your payment method on the later of the day your free trial ends or the day you start your paid subscription, and on each recurring billing date thereafter, subject to Section 5(d). You will not receive a notice that your free trial has ended and that payment for your subscription is due. If you wish to avoid charges to your payment method, you must cancel your subscription prior to midnight Pacific Standard Time on the last day of your free trial period. If you cancel your subscription during a free trial, cancellation may be effective immediately.

(d) Automatic Renewal of Subscription Fees. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING AND SENT TO [email protected] AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

(e) Risk of Loss. All products that may be purchased from or via the Services are transported and delivered to you by an independent carrier not affiliated with, or controlled by, LogicBalls. Title to products purchased on the Services, as well as the risk of loss for such products, passes to you when LogicBalls or our supplier delivers these items to the carrier.

(f) Payment Information Taxes. We accept various payment methods through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using the Services, you agree to be bound by Stripe's Services Agreement available at https://stripe.com/us/legal. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

6. Confidential Information

From time to time, LogicBalls and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

LogicBalls cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7.Privacy Policy

LogicBalls complies with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy. Please contact us at [email protected] with any questions regarding this Agreement