Terms of Service
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OHMIC LABS, INC.
Cloud Service Terms of Service
This agreement (this “Agreement”) is between Ohmic Labs, Inc. ("Provider") and the person accessing or using the Product, whether for such person or on behalf of an entity (as applicable, the "Customer'). If you are accessing or using the Product on behalf of an entity, you represent that you are authorized to accept this Agreement on behalf of such entity. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by its terms and conditions.
Service
Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes.
Ownership.
Provider owns all right, title and interest to (a) the Software and Cloud Service, and all components, features and functionality thereof, (b) any modifications, enhancements, improvements, derivative works, updates, and additions to the Software and Cloud Service, whether developed by Provider independently or based on Customer's use, Feedback, or requirements, and (c) all intellectual property rights in any of the foregoing.
To the extent permitted by applicable law, Customer retains its ownership rights in Input. In addition, Provider hereby assigns to Customer all Provider’s right, title, and interest, if any, in and to Output, provided that Customer agrees that Provider may use Input and Output to provide, maintain, develop, and improve the Cloud Service and Software, comply with applicable law, enforce Provider’s terms and policies, and keep the Cloud Service safe.
User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to third parties if the Usage Data is aggregated and does not identify Customer or Users.
Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Customer acknowledges and agrees that: (a) due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate and (b) product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
Restrictions & Obligations
Restrictions on Customer.
Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
Use of the Product must comply with all Documentation and applicable limitations of use based on subscription tier.
Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
Privacy & Security
Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.
Security Policy. Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Security Policy available at: https://ohmic.io/security-policy
Payment & Taxes
Fees.
The prices and features of the Cloud Service, Software, and Product are subject to then-current purchase options or entitlements offered by Provider in its sole and absolute discretion, which may be generally published on our website, set forth in an order form indicating the price and entitlement units available for purchase, or offered to Customer via email or through in-product communications (a “Subscription Plan”). Details regarding Customer’s purchased Subscription Plan may be viewable through the Customer’s account, or otherwise may be requested by Customer by contacting Provider contact@ohmic.io. Provider reserves the right to change the prices for or alter the options applicable to Subscription Plans available for purchase without prior notice, provided that for customers on existing Subscription Plans, such changes will only take effect upon renewal of such Subscription Plan.
If Customer purchases a Subscription Plan, Customer agrees to pay the then-current fee associated with the Subscription Plan, and understands and agrees it will automatically renew for the same time period unless either party terminates at least 30 days in advance of the end of the then-current Subscription term.
All Fees are in U.S. Dollars and are inclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
Payment. Customer authorizes Provider to bill Customer’s payment method on file monthly for immediate payment or deduction without further approval. Provider will automatically charge the credit card, debit card, or other payment method on file for Fees and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer. Customer will pay Provider Fees and taxes in U.S. Dollars.
Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.
Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
Term & Termination
Agreement. The term of this Agreement will start on the Effective Date and end 30 days thereafter, and automatically renew for additional 30 day periods unless one party gives notice of non-renewal to the other party at least 30 days before the end of the then-current subscription period.
Termination. Either party may terminate this Agreement immediately:
if the other party fails to cure a material breach of this Agreement following 30 days notice;
upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
Force Majeure. Either party may terminate this Agreement upon written notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.
Effect of Termination. Upon any expiration or termination:
Customer will no longer have any right to use the Product.
Upon Customer’s written request, Provider will delete Customer Content within 60 days.
Upon Discloser’s request, each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
Survival.
The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions).
Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
Representations & Warranties
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
Disclaimer of Warranties
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
Equipment and Hardware Disclaimer.
The Cloud Service enables Customer to create, translate, and transmit battery test protocols to Customer’s battery testing equipment ("Customer Equipment"), including cyclers manufactured by third parties including but not limited to Maccor, Neware, and Arbin. Customer provides inputs to the Cloud Service (“Input”) and receives outputs from the Cloud Service based on the Input (“Output”). The Cloud Service Customer acknowledges and agrees that:
Customer is solely responsible for reviewing, validating, and approving all Outputs, including but not limited to test protocols before they are executed on Customer Equipment, and including verifying that all parameters (such as voltage limits, current limits, temperature thresholds, safety cutoffs, and protection settings) accurately represent the Customer’s request and are appropriate for the specific cells, chemistries, and equipment being tested. Customer will evaluate Output for accuracy and appropriateness for Customer’s case, including using human review as appropriate, before using or sharing Output from the Services.
Customer is solely responsible for configuring and maintaining all hardware-level safety protections on Customer Equipment, including but not limited to over-voltage protection, under-voltage protection, over-current protection, over-temperature protection, and any other safety interlocks or cutoff mechanisms provided by the equipment manufacturer.
Provider does not manufacture, own, maintain, or control Customer Equipment and makes no representations or warranties regarding the fitness, safety, or operability of Customer Equipment or of any third-party hardware or software used in conjunction with the Cloud Service.
Provider shall have no liability whatsoever for any damage to Customer Equipment, battery cells, test specimens, or any other property, or for any personal injury, arising from or related to (i) the execution of any test protocol on Customer Equipment, whether generated, translated, or transmitted using the Cloud Service, (ii) any errors, omissions, or inaccuracies in test protocol parameters, including protocols generated using Provider’s AI-powered protocol builder, (iii) the failure of Customer to configure appropriate hardware-level safety protections, or (iv) the failure of Customer to review, validate, and approve test protocols prior to execution.
Customer shall indemnify, defend, and hold harmless Provider from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to damage to Customer Equipment or other property, or personal injury, resulting from Customer’s use of the Cloud Service to execute test protocols on Customer Equipment.
To the extent Output references or utilizes any third party products or services, such as third-party cyclers, it doesn’t mean such third party endorses or is affiliated with Provider.
AI-Generated Protocol Disclaimer.
Certain features of the Cloud Service, including the AI Protocol Builder, use artificial intelligence and large language models to generate or translate battery test protocols based on Customer’s inputs. Customer acknowledges that AI-generated protocols are provided as a starting point only and may contain errors, inaccuracies, or parameters that are unsuitable for Customer’s specific equipment, cells, or testing requirements.
Customer is solely responsible for reviewing, modifying, and validating all AI-generated protocols before execution on Customer Equipment. Provider disclaims all warranties, express or implied, regarding the accuracy, completeness, or fitness for purpose of any AI-generated protocol output. Without limiting the foregoing, Provider shall not be liable for any damages arising from Customer’s reliance on or use of AI-generated protocol outputs without independent validation.
THE EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. PROVIDER DOES NOT DISCLAIM OR EXCLUDE ANY WARRANTY OR OTHER RIGHT THAT PROVIDER IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. TO THE EXTENT ANY OF THE EXCLUSIONS AND DISCLAIMERS CONFLICT WITH APPLICABLE LAW, THE SCOPE AND DURATION OF THE WARRANTIES APPLICABLE TO THE CLOUD SERVICES WILL BE THE MINIMUM PERMITTED UNDER THAT LAW..
Limitation of Liability
Liability Caps. Each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.
Damages Waiver. Except with respect to breach of a party’s Confidentiality obligations, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.
Indemnification
Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims.
Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.
Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate this Agreement and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.
Exclusions.
Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.
Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
Confidentiality
Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).
Reservation of Rights
Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.
General Terms
Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
Governing Law and Chosen Courts. The laws of the state of California will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state or federal courts located in San Francisco, California and each party irrevocably submits to the exclusive jurisdiction of the state or federal courts located in San Francisco, California.
Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.
Logo Rights. Provider may identify Customer and use Customer's name and/or logo in marketing to identify Customer as a user of Provider's products and services.
Notices. Any notice, request, or approval about the Agreement must be in writing and sent to: with respect to Provider, contact@ohmic.io, and with respect to Customer, the main email address on Customer’s account. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.
Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
Government Rights. The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
Definitions.
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
“Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
“Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
“Cloud Service” means the Ohmic AI Protocol Builder, which enables users to enter various inputs (text, screenshot, image) to generate a battery test protocol.
“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
“Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
“Customer Covered Claims” means any action, proceeding, or claim that: (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer); or (3) results from damage to Customer Equipment, battery cells, test specimens, or other property, or personal injury, arising from or related to Customer’s execution of test protocols on Customer Equipment using the Cloud Service, including any failure by Customer to properly validate protocol parameters or configure hardware-level safety protections.
“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
“Effective Date” means the date the Customer first accepts this Agreement.
“Feedback” means suggestions, feedback, or comments about the Product or related offerings.
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
"Product” means the Cloud Service, Software, and Documentation.
“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
“Provider Covered Claims” means any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.
“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
“Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
“Subscription Period” means one month.
“Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.