1. Agreement.

This Terms of Use agreement (the “Agreement”) specifies the terms and conditions for access to and use of www.heavy.ai (the “Site”) and describe the terms and conditions applicable to your access of and use of the Site. This Agreement may be modified at any time by HEAVY.AI, Inc. (“HEAVY.AI” or “we,” “us,” “our,” as applicable) by posting of the modified Agreement. Any such modifications will be effective immediately. You can view the most recent version of these terms at any time at www.heavy.ai/legal/heavy-ai-terms-of-use. Each use by you will constitute and be deemed your unconditional acceptance of this Agreement.

2. Site Use.

HEAVY.AI grants you a limited, revocable, nonexclusive license to use this Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Site, reverse engineer or break into the Site, or use the Site or any content, materials, products, or services available through the Site in violation of any law. The use of this Site is at the discretion of HEAVY.AI and HEAVY.AI may terminate your use of this Site at any time. No commercial use of the Site itself or of any HEAVY.AI products is provided through the Site .Commercial use of the HEAVY.AI products is only permitted pursuant to a separate license agreement permitting such use. You agree to comply with all applicable laws regarding your use of the Site. You further agree that information provided by you is truthful and accurate to the best of your knowledge. This Site is intended for adults only. This Site may not be used by any children under the age of 13.

3. Ownership.

All content included on this Site is and will continue to be the property of HEAVY.AI or its suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.

4. Trademarks.

HEAVY.AI™ and others are either trademarks or registered trademarks of HEAVY.AI. Other product and company names mentioned on this Site may be trademarks of their respective owners.

5. Privacy

Your visit to our Site is also governed by our Privacy Notice. Please review our Privacy Notice at www.heavy.ai/privacy.

6. Indemnification.

You agree to indemnify, defend and hold HEAVY.AI and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, arising out of or related to your violation of this Agreement or use of the Site.

7. Disclaimer.

THE INFORMATION AND CONTENT ON THIS SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. USE OF THIS SITE IS AT YOUR SOLE RISK. HEAVY.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE WILL BE TO DISCONTINUE USE OF THE SITE.

8. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL HEAVY.AI BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

9. Use of Information.

HEAVY.AI reserves the right, and you authorize us, to use and assign all information regarding Site use by you and all information provided by you in any manner consistent with our Privacy Notice.

10. Copyrights and Copyright Agent.

If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

Our Copyright Agent for Notice of claims of copyright infringement on the Site is:

11. General.

You agree that the laws of the State of California, USA, without regard to conflicts of laws provisions will govern this Agreement and any dispute that may arise between you and HEAVY.AI or its affiliates.

If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

The failure of HEAVY.AI to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Any waiver of this Agreement by HEAVY.AI must be in writing and signed by an authorized representative of HEAVY.AI.

Nothing contained in this Agreement or your use of the Site will be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor will either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each will remain independent contractors responsible for its own actions.

12. Termination.

HEAVY.AI may terminate this Agreement at any time, with or without notice, for any reason. Upon anytermination of this Agreement, you must immediately and permanently cease all use of the Site.

13. Entire Agreement

This Agreement constitutes the entire agreement between you and HEAVY.AI and governs the terms and conditions of your use of the Site. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and HEAVY.AI with respect to any use of or access to this Site. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Notice), guidelines, or rules that may apply when you use the Site. HEAVY.AI may revise this Agreement at any time by updating these Terms of Use and posting them on the Site. Accordingly, you should visit the Site and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this Site after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to this Agreement.

14. Contact HEAVY.AI

If you have any questions about this Agreement, please contact us at: