Last Updated: May 23, 2018
website. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE AND/OR ENTERING INTO A
PURCHASE ORDER THAT REFERENCES THESE TERMS, YOU REPRESENT THAT
(1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE
WITH HOLOGRAM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE
SECTION 1: DEFINITIONS/GENERAL INTRO
1.1 “Hologram” means Hologram, Inc.
1.2 “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.
1.3 “You” means your or the legal entity you named as a user when you registered on the Website and/or purchased Products.
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 “Third Party Product” means any application, website, API, product, software, equipment, or hardware, manufactured, produced, or otherwise provided by anyone other than Hologram.
1.6 “Website” means any web domain owned, operated, branded or co-branded by Hologram.
1.7 “Project Share Website” which means any website owned by Hologram that allows users to share information and details of their own projects and/or products. Information may include code, design specifications, photographs, and/or personal details. The Project Share Website is also included as part of “Services”.
1.8 “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).
SECTION 2: UPDATES AND SUPPLEMENTAL TERMS
2.3 PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY
HOLOGRAM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made,
new Supplemental Terms will be made available from within, or through, the affected
Service on the Website. We will also change the “Last Updated” date at the top of the
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 shall stop
using the Website and/or Service. Otherwise Your continued use of the Website and/or
Service constitutes Your acceptance of such changes.
SECTION 3. ACCOUNT CREATION AND 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 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 Products and Services.
4.2 You further agree to not use 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, life saving, or life sustaining applications. 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, life saving or life sustaining applications
4.4 Hologram may provide an opportunity to interact with, interface with, and use Third Party Products.
4.4.1 These Third-Party Products are provided by third parties (“Third Party Providers”) and that Hologram does not own or control such Third-Party Products. 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. Furthermore, You understand that the access to and use of Third-Party Products, 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 unavailability of any Third-Party Products, or any Third Party Provider’s decision to discontinue, suspend or terminate access to any Third-Party Products.
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 the relevant Third Party Providers, or (2) resulting from Your use of the Third-Party Products. 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
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, sublicensable (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.
SECTION 5: PROJECT SHARE WEBSITE
5.1 By submitting any content to the Project Share Website or other public sites governed by Hologram (such content, “User Content”), You hereby grant, and You represent and warrant that You have the right to grant, to Hologram and its affiliates and partners, an irrevocable, nonexclusive, sublicensable (through multiple tiers), royaltyfree
and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Your User Content, solely for the purposes of including Your User Content in the Project Share Website, providing Services and for any Hologram PR and marketing efforts. You agree to irrevocably waive (and cause to be waived) any claims and
assertions of moral rights or attribution with respect to Your User Content.
5.2 When You submit User Content to the Project Share Website you acknowledge that such site is public and that such content may be accessed by other users of the Project Share Website.
5.3 You acknowledge that there may be unintentional overlap between Your ideas and the current product development of Hologram and Hologram’s partners and affiliates. If Hologram, or Hologram’s partners and affiliates, introduces a Product or Service similar to an idea submitted on the Project Share Website or any Website, You understand and acknowledge that any coincidence is unintentional and release Hologram against any claims of infringement.
5.4 Hologram maintains the right to delete User Content from the Project Share Website it deems inappropriate. Hologram makes no promises that User Content will never be deleted or removed in the future in events of disruption or discontinuation of the site, so be sure to make plans for a back-up.
5.5 When you upload User Content to the Site or Services, You will be asked to select a secondary copyright license, which is additional to the license You grant to Hologram and its affiliates and partners. You will then be asked to choose a secondary license that will govern how other site or service users may use your User Content.
SECTION 6: PURCHASES AND PAYMENT TERMS
6.1 Purchases made from Hologram’s online store (“Store”) 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 email@example.com to receive details and authorized approval.
6.2 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.
6.3 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”). Except as set forth in the Terms or any applicable Order, all fees for the Services are non-refundable. 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 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. 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 firstname.lastname@example.org. 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 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 Hologram reserves the right to change carriers, network access and coverage plans at any time. In the event any carrier, network access and/or coverage plans rates are increased by the applicable carrier or service provider, Hologram reserves the right to increase its fees upon notice to You.
SECTION 7: WARRANTY; WARRANTY DISCLAIMER
7.1 Except as set forth below in Section 7.4 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.
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, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that Hologram is not responsible for any
damages allegedly caused by the failure or delay of the Services.
7.3 You acknowledge that Hologram uses third party service providers to enable aspects of the Services and Products – such as, for example, but not limited to, data storage, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers, and that Hologram does not control and is not responsible for the acts or omissions of such third party service providers.
7.4 In the event that Hologram ceases to operate its business, or files or has filed against it a petition under bankruptcy or insolvency law which remains undismissed after sixty (60) days, Hologram warrants that cellular connectivity provided by the Hologram Global SIM will remain active. All pricing and service contracts will be honored by Hologram’s cellular carrier partners under the same pricing and terms as conveyed by Hologram. Hologram will, to the best of their ability, work to transfer the full title of their licenses and agreements to You insofar as they pertain to cellular connectivity provided by the Hologram Global SIM.
SECTION 8: LIMITATION OF LIABILITY
8.1 You expressly understand and agree that neither Hologram nor its suppliers shall be liable for any 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. In no event shall Hologram or its suppliers’ 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 vendors or suppliers, acts of God, or other causes over which Hologram has no reasonable control.
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 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.
10.4 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 all terminations 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.
10.5 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.
10.6 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 terminate immediately. 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 email@example.com.
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: 20 W. Kinzie Floor 13 Chicago, IL 60654. 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.