TERMS AND CONDITIONS FOR THE LOCAL NETWORK (“YOUR EYE”) PUBLIC TRIAL
Effective Date: August 4, 2026
Trial Start Date: August 4, 2026
Trial End Date, if applicable: [Trial End Date]
1.1 These Terms and Conditions for the Local Network (“Your Eye”) Public Trial (these “Terms”) constitute a legally binding agreement between the individual accessing or using the Trial (“User”) and Harmonia Engine Co. , a Delaware Corporatioj, doing business as “Harmonia,” with its principal place of business at 131 Continental Drive, Suite 301Newark, DE 19713-4323 US (“Company”).
1.2 These Terms govern access to and participation in the Company’s public, experimental trial of the Local Network feature, also referred to as “Your Eye,” together with the associated Website interfaces, software, functionality, photographs, questions, rating tools, generated readings, downloadable keepsakes, documentation, and other materials made available by the Company in connection with that trial (collectively, the “Trial”).
1.3 BY SELECTING AN “I AGREE,” “BEGIN,” “START TRIAL,” OR COMPARABLE AFFIRMATIVE-ACCEPTANCE CONTROL, OR BY ACCESSING OR USING THE TRIAL AFTER BEING PRESENTED WITH A CONSPICUOUS NOTICE OF THESE TERMS, THE USER ACKNOWLEDGES THAT THE USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. IF THE USER DOES NOT AGREE TO THESE TERMS, THE USER SHALL NOT ACCESS OR USE THE TRIAL.
1.4 The Company may require the User to affirmatively accept these Terms before commencing or continuing the Trial. Any consent or authorization requested for a purpose separate from acceptance of these Terms shall be presented and obtained separately to the extent required by Applicable Law. Acceptance of these Terms does not, by itself, constitute any separate consent that may be described in the Privacy Policy.
1.5 The User represents and warrants that the User has the legal capacity and authority to enter into these Terms. If the User accesses the Trial on behalf of an organization or other legal entity, the User represents and warrants that the User has authority to bind that entity, in which event “User” shall include both the individual and the entity.
1.6 These Terms apply only to the Trial. Other products, services, features, websites, applications, research programs, communities, testing programs, or offerings made available by the Company, including any separate “Testing Pool,” may be governed by additional or different terms and notices. Participation in the Trial does not enroll the User in, grant access to, or create an account for any such separate offering.
1.7 SECTION 12 CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A JURY-TRIAL WAIVER. SUBJECT TO THE LIMITED EXCEPTIONS EXPRESSLY SET OUT IN SECTION 12, THOSE PROVISIONS REQUIRE DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT.
2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where “control” means the direct or indirect ownership of more than fifty per cent of the voting interests of an entity or the power to direct its management.
2.2 “Applicable Law” means all laws, statutes, ordinances, regulations, rules, orders, judgments, decrees, regulatory requirements, sanctions, export-control restrictions, and legally binding governmental requirements applicable to a party, the Trial, or the relevant conduct.
2.3 “Company Content” means the Trial, Product, Website, Company names and marks, interfaces, software, source code, object code, algorithms, models, methods, systems, workflows, visual elements, text, questions, rating scales, reading formats, templates, graphics, designs, compilations, databases, documentation, and all other content or materials owned or developed by or for the Company. Company Content does not include Third-Party Materials except to the extent of any original selection, coordination, arrangement, annotation, or presentation created by the Company.
2.4 “Company Parties” means the Company, its Affiliates, and each of their respective officers, directors, members, managers, employees, contractors, licensors, suppliers, service providers, agents, successors, and permitted assigns.
2.5 “Confidential Information” means non-public information disclosed or made available by or on behalf of the Company in connection with the Trial that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure. Confidential Information may include non-public product plans, security information, unreleased functionality, technical documentation, source code, credentials, vulnerability information, test results, performance information, and communications concerning future development.
2.6 “Feedback” means any suggestion, proposal, idea, comment, recommendation, correction, evaluation, survey response, bug report, usability observation, or other feedback concerning the Trial, Product, Company Content, or any proposed product or service.
2.7 “Intellectual Property Rights” means all worldwide rights arising under patent, copyright, trademark, service-mark, trade-dress, design-right, database-right, trade-secret, confidential-information, mask-work, moral-right, publicity-right, domain-name, and other intellectual-property or proprietary-right laws, together with all applications, registrations, renewals, extensions, continuations, divisions, reissues, and rights to claim priority relating to any such rights.
2.8 “Output” means a reading, descriptive profile, summary, headline, visualization, keepsake card, downloadable image, or other result generated or displayed by the Trial in response to a User’s interaction with the Product.
2.9 “Privacy Policy” means the Company’s separate privacy policy applicable to the Trial, available at [Privacy Policy URL], as updated in accordance with its terms.
2.10 “Product” means the experimental Local Network feature, also referred to as “Your Eye,” through which a User may answer introductory questions, view and rate photographs, and receive an Output describing patterns associated with the ratings supplied during the relevant session.
2.11 “Third-Party Materials” means photographs, images, datasets, software, libraries, content, information, research materials, or other materials supplied, owned, controlled, or licensed by third parties and made available through, embedded in, or used in connection with the Trial.
2.12 “Trial Materials” means, collectively, the Product, Company Content, Third-Party Materials, Output, documentation, communications, and any other material made available in connection with the Trial.
2.13 “User Content” means information, text, selections, ratings, responses, or other material submitted, entered, transmitted, or otherwise provided by the User through the Trial, excluding Feedback.
2.14 “Website” means Harmoniaengine.com and any other Company-controlled webpage, application, or interface through which the Trial is made available.
3.1 The Trial is a limited, experimental, pre-release or developmental offering made available for evaluation, research, testing, demonstration, and product-development purposes. The Trial is not a commercial release and may contain incomplete, provisional, inaccurate, or untested functionality.
3.2 Unless the Company states otherwise, the Trial is offered without charge during the period beginning on the Trial Start Date and ending on the earliest of the Trial End Date, withdrawal of the Trial by the Company, or termination of the User’s access under these Terms. The Company does not guarantee that the Trial will be available in any particular country, territory, language, device environment, or technical configuration.
3.3 The Trial is available only to individuals who are at least eighteen years of age and have legal capacity to enter into a binding contract. By accessing or using the Trial, the User represents and warrants that the User is at least eighteen years old. Any age entry, declaration, or gate presented by the Trial is a self-declaration unless the Company expressly states otherwise and shall not be construed as an assurance that the Company has independently verified the User’s age.
3.4 The Product may ask the User to answer a short set of introductory questions, after which the Product may display photographs of human faces individually and ask the User to rate each photograph on a scale presented in the interface. Following completion of a sufficient number of ratings, the Product may generate an Output describing patterns in the ratings supplied during that particular session. Certain introductory questions may be optional and may be skipped or answered with a “prefer not to say” or comparable response where the interface permits.
3.5 Each Output is descriptive only. An Output is not a verdict, diagnosis, test result, personality assessment, psychological assessment, medical assessment, health assessment, suitability determination, professional opinion, or statement of objective fact concerning the User. It does not predict whom the User will find attractive, establish compatibility with any person, determine sexual or romantic preferences, or establish a general or permanent truth about the User. It describes only patterns associated with the particular ratings and sample presented during the relevant session and may not be representative of the User’s views in any other context or at any other time.
3.6 To the extent an Output refers to groupings or descriptive directions involving apparent skin tone, hair colour, background, or the extent to which a face may be perceived as feminine or masculine, those references are intended solely as neutral descriptive groupings. They are not rankings, value judgments, statements of superiority or inferiority, or assertions regarding the worth, character, identity, ability, or desirability of any person or group. The User shall not interpret or use any Output as establishing such a ranking or judgment.
3.7 Introductory responses identified by the Product as contextual are not intended to constitute professional classifications or identity determinations. Unless the Product expressly states otherwise, the User should not assume that any particular optional response determines the order in which photographs are displayed, the scoring of ratings, or the substance of the Output.
3.8 The User acknowledges that Outputs may be inaccurate, incomplete, misleading, inconsistent, unexpected, offensive, or unsuitable for the User’s purposes. The User is solely responsible for evaluating an Output and for any decision, statement, communication, or action based upon it. The User shall not rely upon the Trial or any Output for medical, psychological, therapeutic, employment, education, housing, credit, insurance, legal, immigration, law-enforcement, eligibility, safety-critical, or other professional or consequential decision-making.
3.9 Any sign-in, registration, wait-list, Testing Pool, or account-related control displayed within or adjacent to the Trial may relate to a separate service or may be a placeholder. Unless the Company expressly confirms otherwise, use of such a control does not create a user account, provide authenticated access, enroll the User in the Testing Pool, or establish any entitlement to future functionality.
3.10 The Company may determine eligibility, impose participation limits, restrict access by territory or device, require additional verification, or refuse participation in its reasonable discretion, subject to Applicable Law. The User shall not participate where access to or use of the Trial would violate Applicable Law.
3.11 The Product may offer the generation and display of a limited number of synthetic facial images derived from patterns in the ratings supplied by the User during the relevant session. The User's agreement to this processing is given by the consent described in Section 5 and recorded together with the version of the notice to which it relates. Any such image is computer-generated. It is not a photograph, does not depict any real or identifiable individual, and is not intended to portray, represent, resemble, or be attributed to any actual person, living or deceased; any resemblance to an actual person is coincidental and unintended. Each such image constitutes an Output for all purposes of these Terms, and Sections 3.5, 3.6, and 3.8 apply to it in full. The Company does not warrant that any such image will be generated, completed, retained, displayed, or made available, and the generation, display, or retention of such images may be delayed, withheld, disabled, or discontinued at any time without notice or liability. No such image constitutes a prediction, recommendation, endorsement, or representation concerning any person whom the User knows or may encounter, and the User shall not treat, present, publish, or distribute any such image as a photograph of, or as evidence concerning, any actual person.
4.1 Subject to the User’s continuing compliance with these Terms, the Company grants the User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Trial term, to access and use the Product and Company Content solely for the User’s lawful, non-commercial, personal participation in the Trial.
4.2 The license in Section 4.1 is a license to use the Trial and does not constitute a sale, transfer of ownership, commercial license, distribution right, or grant of any right to exploit the Trial Materials. No license is granted by implication, estoppel, exhaustion, or otherwise.
4.3 The User shall not, directly or indirectly:
4.3.1 copy, reproduce, modify, adapt, translate, distribute, sell, rent, lease, license, sublicense, publish, publicly display, publicly perform, transmit, commercialize, or create derivative works from any Trial Materials, except to the limited extent expressly permitted by these Terms;
4.3.2 access or use the Trial for commercial purposes, competitive analysis, benchmarking for publication, dataset construction, model training, model evaluation, advertising, profiling of third parties, or development of a competing or substantially similar product or service;
4.3.3 scrape, crawl, harvest, index, cache, archive, download in bulk, or otherwise collect Trial Materials through automated, scripted, robotic, or systematic means;
4.3.4 reverse engineer, decompile, disassemble, decode, derive, reconstruct, discover, or attempt to discover any source code, object code, model, algorithm, weighting, scoring process, dataset structure, security mechanism, or underlying component of the Trial, except solely to the extent such restriction is prohibited by non-waivable Applicable Law;
4.3.5 bypass, disable, avoid, defeat, interfere with, or circumvent any access control, rate limit, technical restriction, age gate, security control, copy-protection measure, session limit, or other safeguard;
4.3.6 probe, scan, test, or exploit the vulnerability of the Trial or any associated system, or conduct penetration testing, security research, or vulnerability testing without the Company’s prior written authorization;
4.3.7 introduce malware, malicious code, corrupted data, harmful instructions, denial-of-service traffic, or any material intended to impair, disrupt, overload, damage, or obtain unauthorized access to the Trial or any associated system;
4.3.8 impersonate another person, misrepresent the User’s identity or authority, submit information concerning another person without authorization, or use the Trial to harass, threaten, exploit, discriminate against, defame, or invade the rights of any person;
4.3.9 use any Output or Trial Material as evidence of a person’s identity, protected characteristic, health, mental state, personality, preferences, intentions, compatibility, suitability, credibility, dangerousness, or social or economic value;
4.3.10 remove, obscure, alter, or circumvent any copyright, trademark, attribution, confidentiality, rights-management, or proprietary notice; or
4.3.11 use the Trial in any manner that violates Applicable Law, infringes any right, conflicts with these Terms, or is inconsistent with the intended operation of the Trial.
4.4 The User shall use the Trial only through interfaces and methods expressly provided or authorized by the Company. The User shall not share access credentials, session links intended for individual use, or restricted Trial Materials with another person.
4.5 Photographs displayed through the Trial may originate from third-party academic, research, or other external sources and are not offered to the User for independent use or redistribution. The User receives only a limited right to view such photographs within the Trial for the purpose of supplying the requested ratings. The User shall not download, save, screen-capture, extract, reproduce, republish, redistribute, sell, license, train a model on, compile a dataset from, or otherwise remove or exploit any such photograph, except where the Company has expressly enabled a personal keepsake that does not reproduce the underlying photograph.
4.6 The User shall not attempt to identify, re-identify, locate, track, contact, investigate, profile, harass, or obtain information about any person depicted in a photograph. The User shall not submit any photograph or derived representation to facial-recognition, reverse-image-search, biometric-analysis, identity-matching, age-estimation, emotion-recognition, demographic-inference, or comparable technology.
4.7 The User shall promptly cease any use that the Company identifies as unauthorized and shall reasonably cooperate with measures intended to protect the Trial, Third-Party Materials, depicted individuals, or Company systems. The Company may investigate suspected violations and may preserve and disclose relevant information where permitted or required by Applicable Law, without creating any obligation to monitor the Trial.
5.1 These Terms commence when the User first accepts them or first accesses the Trial after receiving legally sufficient notice of them, whichever occurs first, and continue until terminated in accordance with this Section 5.
5.2 The Company may, at any time and without liability, modify, update, replace, limit, suspend, withdraw, discontinue, or terminate all or any part of the Trial, including any feature, photograph set, question, rating scale, Output, interface, availability period, participation criterion, or technical requirement. The Company is not obligated to provide advance notice of changes required for security, legal compliance, third-party rights, operational integrity, or prevention of misuse.
5.3 The Company may suspend or terminate the User’s access immediately if the Company reasonably believes that the User has violated these Terms, created legal or security risk, infringed third-party rights, attempted unauthorized access, misused photographs, interfered with the Trial, or engaged in conduct that may harm the Company, another user, a depicted person, or a third party.
5.4 The User may terminate these Terms at any time by discontinuing all access to and use of the Trial. Termination does not require the Company to restore access, preserve a session, maintain an Output, or make any Trial Material available.
5.5 Upon expiration or termination, the license granted under Section 4 shall terminate immediately, and the User shall cease all use of the Trial Materials except that the User may retain and use a lawfully downloaded personal Output or keepsake solely as permitted by Section 6.4. Sections that by their nature should survive shall survive, including Sections 2, 5.5, 5.6, 6, 7, 8, 9, 10, 11, 12, 13, and 14.
5.6 Participation in the Trial does not create any right or expectation that the Company will release, commercialize, maintain, support, update, or continue the Product; provide access to a production version; preserve compatibility; offer preferential pricing; credit Trial participation; or incorporate any Feedback. Any future product may differ materially from the Trial.
5.7 The Company may revise these Terms by posting an updated version and changing the Effective Date. Where required by Applicable Law, the Company will provide reasonable notice of a material revision and obtain renewed acceptance. Revised Terms apply prospectively from their stated effective date. If the User does not agree to revised Terms, the User’s sole remedy is to stop using the Trial.
6.1 As between the Company and the User, the Company and its licensors retain all right, title, and interest in and to the Product, Company Content, and all improvements, modifications, updates, configurations, compilations, and derivative works thereof, including all associated Intellectual Property Rights. Except for the limited license expressly granted in Section 4, no right, title, or interest is transferred to the User.
6.2 Third-Party Materials remain subject to the rights of their respective owners, licensors, and other rightsholders. The inclusion or display of Third-Party Materials does not constitute a representation that the Company owns those materials, that the User may use them outside the Trial, or that any person depicted has authorized any use beyond that permitted by the applicable source arrangements and Applicable Law. No third-party license is granted to the User except to the minimum extent necessary to view Third-Party Materials through the Trial in accordance with these Terms.
6.3 As between the Company and the User, the User retains any rights the User may have in original User Content supplied by the User. The User grants the Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, reproduce, process, format, transmit, display, and otherwise use User Content solely as reasonably necessary to provide, secure, maintain, evaluate, and improve the Trial, subject to the Privacy Policy and Applicable Law.
6.4 Subject to these Terms, the User may retain a copy of the User’s individual Output or any keepsake expressly made downloadable by the Product and may share that copy for personal, non-commercial purposes. This permission does not transfer ownership of the Product, reading format, templates, wording, design system, branding, software, or other Company Content embodied in the Output. The User shall not sell, license, commercialize, alter in a misleading manner, remove branding from, or present an Output as a professional assessment or Company endorsement.
6.5 Any use of the Company’s names, logos, product names, domain names, or other trademarks without prior written authorization is prohibited. No permission to use Company marks is granted by the User’s participation in the Trial.
6.6 The Company reserves all rights not expressly granted. No failure by the Company to enforce an Intellectual Property Right shall constitute a waiver, abandonment, or dedication of that right.
7.1 The User is not required to provide Feedback. If the User provides Feedback, the User irrevocably assigns to the Company all right, title, and interest, including all Intellectual Property Rights, in and to that Feedback. To the extent an assignment is invalid or ineffective, the User grants the Company and its Affiliates a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, distribute, commercialize, disclose, incorporate, and otherwise exploit the Feedback for any purpose.
7.2 The Company has no obligation to acknowledge, evaluate, use, compensate the User for, maintain the confidentiality of, or attribute any Feedback. The User represents that the User has the right to provide the Feedback and that the Feedback does not infringe, misappropriate, or violate any third-party right.
7.3 Publicly observable aspects of an openly accessible Trial are not Confidential Information merely because they form part of an experimental product. However, if the Company provides the User with Confidential Information, the User shall use it solely for authorized participation in the Trial, protect it using at least reasonable care, and not disclose it to any third party without the Company’s prior written consent.
7.4 The confidentiality obligations do not apply to information that the User can demonstrate was lawfully known without restriction before disclosure, became public through no breach by the User, was lawfully received from a third party without confidentiality duty, or was independently developed without use of Confidential Information.
7.5 If disclosure of Confidential Information is legally required, the User shall, to the extent legally permitted, provide prompt written notice to the Company and reasonable assistance in seeking confidential treatment. The User shall disclose only the minimum portion legally required.
7.6 The User shall not publicly disclose non-public security vulnerabilities, access methods, technical findings, unreleased functionality, private test communications, or non-public performance results without the Company’s prior written authorization.
8.1 THE TRIAL, INCLUDING THE PRODUCT, COMPANY CONTENT, THIRD-PARTY MATERIALS, DOCUMENTATION, OUTPUTS, AND ALL ASSOCIATED SOFTWARE, FUNCTIONALITY, AND SERVICES, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND EXPERIMENTAL BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR OTHERWISE.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, DUTIES, AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, RELIABILITY, NON-INFRINGEMENT, COURSE OF DEALING, USAGE OF TRADE, OR RESULTS.
8.3 THE COMPANY DOES NOT WARRANT THAT THE TRIAL WILL BE CONTINUOUS, AVAILABLE, TIMELY, SECURE, ERROR-FREE, ACCURATE, COMPLETE, COMPATIBLE WITH ANY DEVICE OR SYSTEM, OR FREE FROM DEFECTS, MALWARE, VULNERABILITIES, HARMFUL COMPONENTS, OR LOSS. THE COMPANY DOES NOT WARRANT THAT ANY DEFECT WILL BE IDENTIFIED OR CORRECTED OR THAT ANY OUTPUT WILL BE PRESERVED, REPRODUCIBLE, OR CONSISTENT.
8.4 THE USER ACKNOWLEDGES THAT THE TRIAL MAY CONTAIN BUGS, DESIGN DEFECTS, INCOMPLETE FEATURES, INACCURATE DESCRIPTIONS, UNEXPECTED RESULTS, INTERRUPTIONS, DELAYS, SECURITY WEAKNESSES, OR MATERIAL CHANGES. USE MAY RESULT IN SESSION LOSS, LOSS OR CORRUPTION OF USER CONTENT OR OUTPUTS, DEVICE OR SOFTWARE INCOMPATIBILITY, OR OTHER DAMAGE OR INCONVENIENCE. THE USER ASSUMES ALL RISKS ARISING FROM USE OF THE TRIAL.
8.5 NO OUTPUT CONSTITUTES PROFESSIONAL ADVICE, DIAGNOSIS, PREDICTION, GUARANTEE, CERTIFICATION, OR REPRESENTATION CONCERNING THE USER OR ANY OTHER PERSON. THE COMPANY DOES NOT WARRANT THE SCIENTIFIC VALIDITY, REPEATABILITY, REPRESENTATIVENESS, FAIRNESS, NEUTRALITY, OR SUITABILITY OF ANY PARTICULAR OUTPUT FOR ANY PURPOSE.
8.6 References to academic, research, technical, or third-party sources do not constitute an endorsement, warranty, representation of consent, or guarantee concerning the provenance, accuracy, completeness, licensing status, or suitability of Third-Party Materials. The Company is not responsible for third-party websites, services, tools, content, or conduct.
8.7 No oral or written statement, marketing material, demonstration, communication, or information supplied by a Company Party creates a warranty unless expressly set out in a written agreement signed by an authorized officer of the Company. The User has not relied upon any representation or promise not expressly stated in these Terms.
8.8 Some jurisdictions do not permit exclusion of certain warranties or conditions. In such jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by Applicable Law, and any non-excludable warranty is limited in duration and scope to the minimum extent permitted by Applicable Law.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, CONSEQUENTIAL, OR RELIANCE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, OR DATA; COST OF SUBSTITUTE SERVICES; PERSONAL DISTRESS; OR DAMAGE ARISING FROM BUSINESS INTERRUPTION, SYSTEM FAILURE, UNAUTHORIZED ACCESS, LOSS OF AN OUTPUT, OR RELIANCE UPON AN OUTPUT, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, MISREPRESENTATION, RESTITUTION, OR ANY OTHER THEORY.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALL COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TRIAL OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS (US$100); OR (B) THE AMOUNT, IF ANY, ACTUALLY PAID BY THE USER DIRECTLY TO THE COMPANY SPECIFICALLY FOR ACCESS TO THE TRIAL DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.3 The limitations in this Section apply regardless of whether a remedy fails of its essential purpose, whether damages were foreseeable, whether the Company was advised of the possibility of damages, and whether liability arises from a single event or a series of related events.
9.4 Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited. Without limiting the foregoing, no provision excludes liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence, in each case to the extent Applicable Law prohibits such exclusion. Nothing in these Terms limits any non-waivable statutory consumer right.
9.5 To the maximum extent permitted by Applicable Law, any claim arising out of or relating to the Trial or these Terms must be commenced within one year after the claim accrued; otherwise, the claim is permanently barred. If Applicable Law prohibits that period, the shortest legally permitted period shall apply.
9.6 The User acknowledges that the Trial is experimental and generally provided without charge, and that the warranty disclaimers and liability limitations are fundamental elements of the allocation of risk between the parties. The Company would not make the Trial available on the same basis without those provisions.
9.7 Each Company Party is an intended third-party beneficiary of this Section 9 and may enforce it directly.
10.1 To the maximum extent permitted by Applicable Law, the User shall defend, indemnify, and hold harmless the Company Parties from and against any third-party claim, action, demand, investigation, proceeding, liability, judgment, award, damage, loss, penalty, fine, cost, or expense, including reasonable lawyers’ fees and costs, arising out of or relating to:
10.1.1 the User’s breach or alleged breach of these Terms;
10.1.2 the User’s unlawful, unauthorized, negligent, fraudulent, or abusive use of the Trial;
10.1.3 User Content or Feedback supplied by the User;
10.1.4 the User’s infringement, misappropriation, or violation of any Intellectual Property Right, privacy right, publicity right, contractual right, or other right of a third party;
10.1.5 the User’s reproduction, extraction, redistribution, analysis, or misuse of a photograph or Third-Party Material;
10.1.6 any attempt by the User to identify, locate, contact, profile, or subject a depicted person to facial recognition or comparable analysis; or
10.1.7 any decision, publication, communication, representation, or conduct by the User based upon an Output.
10.2 The Company may assume exclusive control of the defense and settlement of any indemnified matter. The User shall provide reasonable cooperation at the User’s expense and shall not settle any matter in a manner that admits fault by, imposes obligations upon, or fails unconditionally to release a Company Party without the Company’s prior written consent.
10.3 The indemnification obligations do not apply to the extent a final, non-appealable determination establishes that the relevant liability was caused solely by the Company’s fraud, willful misconduct, or other conduct for which indemnification may not lawfully be required.
10.4 If the User is acting as a consumer and Applicable Law restricts a contractual indemnity of this nature, this Section applies only to the maximum extent permitted by that law.
11.1 The Company’s handling of information in connection with the Trial is governed by the separate Privacy Policy available at [Privacy Policy URL]. The Privacy Policy, rather than these Terms, contains the applicable privacy and data-protection information and shall control with respect to those matters.
12.1 These Terms and every dispute, claim, or controversy arising out of or relating to the Trial, the Product, these Terms, or the relationship between the User and the Company shall be governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-laws principles, except that the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., shall govern the interpretation and enforcement of the arbitration provisions in this Section. Mandatory consumer protections of the User’s place of residence apply to the extent they cannot lawfully be waived by contractual choice of law. Delaware law permits written Delaware choice-of-law provisions subject to the statutory and other limitations applicable to the particular agreement.
12.2 “Dispute” means any dispute, claim, or controversy between the User and any Company Party arising out of or relating in any way to the Trial, Product, Trial Materials, these Terms, statements or representations concerning the Trial, or the parties’ relationship, whether based in contract, tort, fraud, misrepresentation, statute, regulation, equity, or any other legal theory and whether arising before, during, or after termination of these Terms.
12.3 INFORMAL RESOLUTION. Before commencing arbitration or litigation, the claimant shall send a written notice describing the Dispute, the relevant facts, the relief requested, and the claimant’s contact information. Notices to the Company shall be sent to [Legal Notice Email] and [Legal Notice Postal Address]. The parties shall attempt in good faith to resolve the Dispute for at least thirty days after receipt of a complete notice. Any applicable limitation period shall be tolled during that thirty-day period to the extent permitted by law.
12.4 BINDING INDIVIDUAL ARBITRATION. Except for a matter expressly excluded under Section 12.9, each Dispute that is not resolved under Section 12.3 shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified by these Terms. The Federal Arbitration Act provides for enforcement of written arbitration agreements in transactions involving commerce, subject to generally applicable grounds for contract revocation and statutory exceptions.
12.5 The arbitration shall be conducted by one neutral arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute concerning the interpretation, applicability, enforceability, formation, scope, or validity of these Terms or this arbitration agreement, except that a court of competent jurisdiction shall decide any dispute concerning the enforceability of the class-action waiver in Section 12.7.
12.6 The arbitration may be conducted by videoconference, telephone, written submissions, or an in-person hearing, as determined under the applicable AAA rules. Any in-person consumer hearing shall occur at a reasonably convenient location in the User’s county of residence, unless the parties agree otherwise. The arbitrator may award any individual remedy available in court under Applicable Law but may award declaratory or injunctive relief only in favour of the individual claimant and only to the extent necessary to provide relief warranted by that claimant’s individual claim.
12.7 CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT EACH DISPUTE SHALL BE BROUGHT AND RESOLVED ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE CLAIMS OF DIFFERENT PERSONS OR PRESIDE OVER ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
12.8 Arbitration fees shall be allocated under the applicable AAA Consumer Arbitration Rules. The Company will pay administrative and arbitrator fees that Applicable Law or the AAA rules require the Company to pay. Each party shall bear its own lawyers’ fees and costs except where the arbitrator awards fees or costs under Applicable Law. If the AAA is unavailable or declines to administer the arbitration and the parties cannot agree upon a substitute, a court of competent jurisdiction may appoint an alternative arbitration provider or arbitrator consistent with the Federal Arbitration Act.
12.9 The arbitration requirement does not prevent either party from: (a) bringing an individual action in a small-claims court of competent jurisdiction, provided the action remains individual and within that court’s jurisdiction; (b) seeking temporary, preliminary, or emergency injunctive relief from a court to prevent actual or threatened infringement, misappropriation, unauthorized access, security compromise, or misuse of Intellectual Property Rights or Confidential Information; or (c) reporting conduct to, or participating in proceedings before, a governmental or regulatory authority where such rights cannot lawfully be waived.
12.10 OPT-OUT RIGHT. The User may opt out of the arbitration agreement and class-action waiver by sending an individually signed written notice to [Arbitration Opt-Out Email or Postal Address] within thirty days after the date on which the User first accepts these Terms. The notice must identify the User, provide the email address or other identifier used for the Trial, and state unequivocally that the User opts out of arbitration. An opt-out applies only to the individual submitting it and does not affect any other provision of these Terms.
12.11 JURY-TRIAL WAIVER. FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY.
12.12 For any Dispute not subject to arbitration or properly brought in small-claims court, the parties consent to the exclusive personal jurisdiction and venue of the state courts located in New Castle County, Delaware, and the United States District Court for the District of Delaware. If a mandatory consumer-protection law gives the User a non-waivable right to bring proceedings in another forum, that right is preserved solely to the extent required by that law.
12.13 If Section 12.7 is finally held unenforceable with respect to a particular claim or requested remedy and that determination permits a class, collective, mass, consolidated, or representative proceeding, then the arbitration agreement shall not apply to that proceeding, which shall be litigated in a court of competent jurisdiction. All enforceable portions of this Section shall remain effective for every other claim.
12.14 The arbitration agreement, class-action waiver, jury-trial waiver, and forum provisions survive expiration or termination of these Terms. The Delaware Uniform Arbitration Act shall not apply unless the parties expressly agree in a separate signed writing that it applies; otherwise, arbitration-related court proceedings shall be governed by the Federal Arbitration Act and applicable law.
13.1 Entire Agreement. These Terms, together with any document expressly incorporated by reference and any additional written terms accepted by the User for a distinct feature, constitute the entire agreement between the parties concerning the Trial and supersede all prior or contemporaneous discussions, proposals, representations, understandings, and agreements concerning the same subject matter.
13.2 Order of Precedence. If these Terms conflict with additional terms expressly applicable to a particular Trial feature, the additional terms control solely with respect to that feature. The Privacy Policy controls solely with respect to privacy and data-protection matters.
13.3 Severability. Except as otherwise expressly provided in Section 12.13, if any provision is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted and modified only to the minimum extent necessary to make it enforceable. The remaining provisions shall remain in full force.
13.4 No Waiver. A waiver is effective only if in writing and signed by an authorized representative of the waiving party. Failure or delay to exercise a right does not waive that right. A waiver on one occasion does not constitute a waiver on another occasion.
13.5 Assignment. The User may not assign, delegate, transfer, sublicense, or otherwise dispose of these Terms or any right under them without the Company’s prior written consent. Any attempted assignment in violation of this Section is void. The Company may assign or transfer these Terms, in whole or in part, to an Affiliate or in connection with a merger, reorganization, financing, sale of assets, change of control, operation of law, or transfer of the Trial or relevant business.
13.6 Force Majeure. No Company Party shall be liable for delay, interruption, unavailability, or failure caused by circumstances beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil disorder, labour dispute, governmental action, sanctions, power failure, telecommunications or internet failure, cyberattack, third-party service failure, supply shortage, or failure of infrastructure.
13.7 Notices from the Company. The Company may provide operational or legal notices by posting them on the Website, displaying them within the Trial, sending them to contact information supplied by the User, or using another reasonable electronic method. Notices are effective when posted or transmitted unless Applicable Law requires otherwise.
13.8 Notices to the Company. Legal notices to the Company must be sent to [Legal Notice Email] and, where required, by nationally recognized courier or certified or registered post to [Legal Notice Postal Address], marked “Attention: Legal.” A notice is effective upon confirmed receipt.
13.9 Electronic Communications. The User agrees that electronic records, notices, disclosures, and communications satisfy any legal requirement that such communications be in writing, subject to any non-waivable Applicable Law.
13.10 Independent Parties. The parties are independent contracting parties. These Terms do not create an employment, agency, partnership, joint venture, fiduciary, franchise, or representative relationship. The User has no authority to bind the Company.
13.11 No Third-Party Beneficiaries. Except for the Company Parties expressly protected under Sections 8, 9, and 10, these Terms do not create rights in any third party.
13.12 Interpretation. The words “including” and “includes” mean “including without limitation.” “Or” is inclusive unless the context requires otherwise. References to writing include electronic writing. Headings are for convenience only and do not affect interpretation. No presumption against the drafter applies to the maximum extent permitted by law.
13.13 No Support Commitment. The Company has no obligation to provide maintenance, technical support, service levels, updates, corrections, backups, compatibility assistance, or continued access. Any assistance provided is voluntary and may be discontinued at any time.
13.14 Remedies. Except where these Terms expressly provide an exclusive remedy, rights and remedies are cumulative. The User acknowledges that unauthorized use of Trial Materials, photographs, Confidential Information, or Intellectual Property Rights may cause irreparable harm for which monetary damages are inadequate, and the Company may seek injunctive or equitable relief without limiting other remedies.
13.15 Compliance with Law. Each party shall comply with Applicable Law. The User shall not access, export, re-export, transfer, or use the Trial in violation of trade sanctions, export controls, or restrictions applicable to the User or the Company.
13.16 Consumer Rights. Nothing in these Terms is intended to deprive a consumer of a right that cannot lawfully be waived. Where a provision conflicts with a mandatory consumer-protection requirement, the provision shall apply only to the maximum extent legally permitted, without affecting the enforceability of the remainder.
13.17 Language. These Terms are drafted in the English language. Any translation is provided solely for convenience. To the extent permitted by Applicable Law, the English-language version controls in the event of inconsistency.
13.18 No Reliance on Continued Availability. The User shall not make any commitment, incur any expense, or take any action in reliance on continued availability, functionality, commercial release, or future development of the Trial.
13.19 Changes in Ownership or Operation. The Company may change the entity operating the Trial, transfer operation to an Affiliate or successor, or change the Website through which the Trial is provided, subject to Applicable Law and the assignment provisions of these Terms.
13.20 Survival. Any provision that by its nature is intended to survive expiration or termination shall survive, including provisions concerning ownership, confidentiality, disclaimers, liability, indemnification, dispute resolution, and interpretation.
14.1 Questions concerning these Terms may be directed to:
Harmonia Engine Co. Doing business as Harmonia131 Continental Drive, Suite 301Newark, DE 19713-4323 USEmail: [email protected] Website: https://harmoniaengine.com/
14.2 Notices concerning privacy or information-handling matters should be submitted using the contact method identified in the Privacy Policy rather than the contact details in Section 14.1, unless the Privacy Policy states otherwise.