Terms and Conditions

These terms and conditions of use constitute and are hereafter referred to as, the Agreement that governs your use of the “Website” (as defined below in this “Agreement”) of Gluon Solutions, Inc. (“GLUON” and/or the “COMPANY”). The Website is available for you only on the condition that you agree to the terms and conditions of this Agreement, all with the intention of making this Agreement legally binding upon you.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE GLUON WEBSITE, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE. GENERAL INFORMATION.

USER ELIGIBILITY. This Website is provided by GLUON and is available only to people and entities who can form legally binding agreements under applicable law. By using this Website, You represent that You are at least eighteen (18) years of age. If you do not qualify, do not use this Website.

YOU/YOUR/YOURS. Under this Agreement, “You,” “Your,” or “Yours” means the individual accessing or using the Website or Service (as defined below) or the company or other legal entity on behalf of which such individual is accessing or using the Website or Service, as applicable.

“CUSTOMER” refers to the individual, company, or legal entity that has agreed to these Terms and Conditions and is authorized to use the SaaS product and its associated services, and is used interchangeably with “You” as defined above. This includes any employees, agents, or third parties who access or use the SaaS product through the Customer’s account. The Customer is responsible for ensuring that all users accessing the SaaS product under their account comply with these Terms and Conditions.

ACCOUNT. Account means a unique account created for You to access GLUON’s Service or parts thereof.

SOFTWARE SUBSCRIPTIONS. Under this Agreement, “Software Subscription” or simply the “Subscription” refers to your use of the Services or Website access offered on a subscription basis by GLUON to You with or without an Account.

LICENSE AND SITE ACCESS. GLUON grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable, worldwide license to access and use the Website for the purpose of accessing, using, and benefiting from the Services provided by GLUON, including but not limited to purchasing products, utilizing SaaS subscriptions, IoT hardware integrations, analytics, reporting, and any other services offered by GLUON. Any rights not expressly granted by this agreement are reserved by GLUON.

CHANGES. GLUON reserves the right, at its discretion, to change the terms of this Agreement and/or change, suspend, discontinue or modify any aspect of the Website. Such modifications may include, without limitation, changes in content, in user priorities, and discontinuance of functional aspects of the Website.

NOTICES OF CHANGES. Any notice or statement of changes/modifications described above will be displayed online, and such display shall constitute effective notice under this Agreement. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions. Additionally, your continued use of the Website after the posting of any notice of a change in the terms and conditions shall constitute your acceptance to be bound by any such changes.

GLUON reserves the right at any time, at its sole discretion, to change or otherwise modify the Agreement, and such changes will be effective upon posting. Your continued access or use of the Website signifies your acceptance of the updated or modified Agreement. Unless otherwise indicated, any new material added to the Website will also be subject to the Agreement. Be sure to return to this page periodically to review the most current version of the Agreement.

THE WEBSITE. The “Website” means all areas and aspects of GLUON’s publicly or privately available web pages, including, without limitation, gluon.com, igluon.com, petromo.com, mypetromo.com, any of GLUON’s or any third-party iOS or Android applications that connect with GLUON’s servers or Website, any catalogs, text, data, photos, graphics and/or video or any information obtained through such web pages (collectively referred to herein as “Information”), and GLUON’s computers or network. “Service” means any subscription or software, product, service, or information provided by GLUON through or in connection with the Website, including SaaS subscriptions, IoT hardware integrations, analytics, and reporting. GLUON has entered into contractual relationships with certain vendors, sponsors, and advertisers of products or services (the “Vendors”), whereby GLUON may link to or display Information, advertisements, discounts, products, goods, or services offered by the Vendors. GLUON does not guarantee the availability or accuracy of any such Vendor Information or offers, nor does it endorse any Vendor products or services.

GLUON shall not be held liable, directly or indirectly, for any loss or damage caused by your use of: a) any external site linked to the Website, b) Vendor Information, or c) Vendor products or services. Statements made on the Website concerning the products or services of GLUON do not constitute an offer, but are merely solicitations of an offer.

In addition to this Agreement, your access to or use of certain GLUON web pages or products, such as the downloading and use of certain software, may be subject to a separate license for access or use. In case of any conflict between this Agreement and the terms of a separate specific license agreement between you and GLUON, the terms of such specific license agreement will govern.

SOFTWARE SUBSCRIPTIONS

SUBSCRIPTION PERIOD. The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

FREE TRIAL. GLUON may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). Free Trial refers to a limited period of time that may be free when purchasing a Subscription.

You may be required to enter your billing information to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by GLUON until the Free Trial has expired. On the last day of the Free Trial period, unless you canceled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, GLUON reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

PRICING POLICY. The prices quoted may be revised by the Company after accepting a Subscription or order for Services in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs, and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Subscription or order.

PAYMENTS. All Services and Subscriptions purchased are subject to payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards, or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.

FEE CHANGES. GLUON, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

GLUON will provide you with at least thirty (30) days’ prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

PROMOTIONAL PRICING. GLUON, at its sole discretion, may offer special promotional pricing for new customers only. These special prices are intended for new customers only and will not be applied retroactively to any existing customers. They are priced at GLUON’s sole discretion.

REFUNDS. Certain refund requests for Subscriptions may be considered by GLUON on a case-by-case basis and granted in its sole discretion. No refunds will be approved on pricing changes between an existing customer and lower prices that may be offered under new customer promotions. These promotional prices are intended to generate new business and may be offered due to market conditions.

SUBSCRIPTION CANCELLATIONS. You may cancel your Subscription renewal through your Account settings page or by contacting GLUON. You will not receive a refund for the fees you already paid for your current Subscription period and you will be able to access the service until the end of your subscription period.

BILLING. You shall provide Gluon with accurate and complete billing information, including full name, address, state, zip code, telephone number, and valid payment method information.

Should automatic billing fail to occur for any reason, GLUON will issue an electronic invoice indicating that you must proceed manually, within a specific deadline date, with the full payment corresponding to the billing period indicated on the invoice.

TAXES. All fees and charges payable under this Agreement are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including without limitation value-added, sales, use, goods and services, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases, except for those taxes based on GLUON’s net income. If GLUON is obligated to collect or pay Taxes for which You are responsible, such amounts will be invoiced to and paid by You unless You provide GLUON with a valid tax exemption certificate authorized by the appropriate taxing authority.

SUSPENSION OF SERVICE. In addition to any other rights or remedies available to it, GLUON may suspend or restrict Your access to all or any part of the Website or Services, with or without notice, if: (a) any amount payable by You is overdue; (b) GLUON reasonably determines that Your use of the Website or Services poses a security risk, may adversely affect GLUON’s systems or other users, or may subject GLUON to liability; or (c) You are in breach of this Agreement. GLUON will use commercially reasonable efforts to provide notice of any suspension where practicable. GLUON will restore access to the Website or Services promptly after the circumstances giving rise to the suspension have been resolved. Any suspension under this section shall not relieve You of Your payment obligations under this Agreement.

INTELLECTUAL PROPERTY OWNERSHIP AND USE. Any intellectual property associated with the Website and Services, including content, the trademarks, service marks, trade dress, copyrights, patents, trade secrets, algorithms, artificial intelligence models, machine learning outputs, Derived Data, and any other proprietary technology appearing on the Website or referenced in it, are the sole property of GLUON or other parties. Any rights associated with any intellectual property are retained by its owner, and are protected by applicable law. This agreement expressly prohibits any use of any intellectual property associated with the WEBSITE or Services except as expressly specified in this Agreement or elsewhere by GLUON in writing.

NO DERIVATIVE INTELLECTUAL PROPERTY. You shall not, and shall not permit or authorize any third party to, apply for, register, claim, assert, or otherwise seek to obtain any patent, copyright, trademark, trade secret, or other intellectual property right that is based on, derived from, incorporates, or otherwise arises out of the Website, Services, software, Hardware, algorithms, models, Derived Data, Program Data, or any other Information, technology, or confidential or proprietary information of GLUON, without GLUON’s prior express written consent. To the extent You or any of Your personnel, agents, or contractors nonetheless conceive, create, develop, or acquire any such intellectual property right (collectively, “Derivative IP”), You hereby irrevocably assign, and agree to assign, to GLUON all right, title, and interest in and to such Derivative IP, and You shall execute all documents and take all actions reasonably requested by GLUON to perfect, record, and enforce GLUON’s ownership of such Derivative IP. Nothing in this section grants You any license or right under any GLUON intellectual property except as expressly set forth in this Agreement.

IOT HARDWARE LICENSE AND OWNERSHIP:

License Grant: All Gluon IoT hardware, including but not limited to the PetroLink device (“Hardware”), provided to the Customer is done so on a license basis for the duration of the accompanying service agreement (“Service Term”). The Customer is granted a limited, non-exclusive, non-transferable right to use the Hardware solely in conjunction with the services provided by Gluon (“Services”).
Ownership: The Hardware is and shall remain the sole and exclusive property of Gluon. The Customer shall have no right, title, or interest in the Hardware other than the right to use it per the terms of this Agreement. Any fees paid by the Customer to Gluon in conjunction with the device are for a site license only and grant the right to use the Hardware during the Service Term, and do not constitute a transfer of ownership.

SITE-BASED LICENSING AND DEVICE ALLOCATION:

Site License Requirement: A separate Hardware license fee shall be payable for each Customer site where Gluon IoT hardware is installed (“Site License”). Each Site License includes the use of a single PetroLink device per location.

1. Scaling of Hardware: In the event additional PetroLink devices are required to support services at a particular location, including, but not limited to, back-office system connectivity or price sign integration, Gluon shall notify the Customer in advance. The Customer shall be responsible for paying additional Hardware license fees for each such additional device, as determined by the scope of services installed.
2. License Fee Purpose: The Site License fee(s) are licensing fees only, permitting the Customer to use the PetroLink hardware in connection with the Services during the Service Term. These fees do not confer any right of ownership or title to the Customer.
3. Notification of Device Needs: Gluon shall make commercially reasonable efforts to notify the Customer of the number of devices required for each location prior to installation. However, Gluon reserves the right to adjust the required device count based on the final configuration of services and integration requirements.

RETURN OF HARDWARE UPON TERMINATION:

Return Obligation: Upon the expiration or termination of the Services for any reason, the Customer shall promptly, and at their own expense, return all Hardware to Gluon at the address specified by Gluon The Hardware must be returned in good working condition, reasonable wear and tear excepted.
Penalty for Non-Return: In the event the Customer fails to return the Hardware within thirty (30) days following the termination of the Services, the Customer will be liable for and agrees to pay liquidated damages of $500.00 per unit not returned. This amount is a genuine pre-estimate of the damages that will be sustained by Gluon, and is not intended as a penalty. Gluon reserves the right to invoice the Customer for this amount, and such amount shall be immediately due and payable.

RESTRICTIONS ON IOT HARDWARE USE:

Prohibited Actions: The Customer shall not, and shall not permit any third party to: a. Open, disassemble, decompile, or otherwise attempt to reverse engineer the Hardware. b. Alter, modify, or tamper with the Hardware in any way. c. Remove, obscure, or alter any labels, tags, or markings on the Hardware that identify Gluon’s ownership. d. Use the Hardware for any purpose other than in connection with the Services.
Security and Care: The Customer agrees to take reasonable care of the Hardware and protect it from loss, theft, or damage. Any loss or damage to the Hardware (outside of normal wear and tear) must be reported to Gluon immediately. The Customer may be liable for the cost of repair or replacement of damaged Hardware.

PROGRAM DATA COLLECTION, USE, SHARING, AND RETENTION. Customer acknowledges and agrees that, in connection with GLUON’s services, platform integrations, purchasing programs, rebate programs, supplier programs, distributor programs, reporting tools, analytics, and related business services, GLUON may access, collect, receive, process, use, transmit, disclose, retain, and maintain copies of certain business, purchasing, invoice, item-level, point-of-sale, distributor, supplier, inventory, pricing, SKU, product, location, transaction, account, and related operational data generated by, stored in, or made available through Customer’s systems, including through Customer’s use of the services or through integrations with Customer’s point-of-sale, back-office, accounting, enterprise resource planning, distributor, supplier, or other business systems (“Program Data”). Customer acknowledges and agrees that all copies of Program Data collected, received, or maintained by GLUON shall be retained by GLUON, and Customer hereby grants to GLUON a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and create derivative works from such copies for the purposes described in this Agreement. Customer further acknowledges that GLUON shall exclusively own all aggregated, anonymized, de-identified, or derived data, models, insights, analytics, and outputs created by GLUON from or using Program Data, including trained artificial intelligence or machine learning model weights, parameters, embeddings, and fine-tuned outputs (“Derived Data”), and that GLUON may use Derived Data without restriction for any lawful business purpose, both during and after the term of this agreement, including to develop, offer, operate, and improve AI-powered services, programs, features, and add-on functionality that may be made available to Customer or other users of GLUON’s services, which may or may not be offered for an additional fee.

Customer authorizes GLUON to use Program Data for the purpose of providing, administering, supporting, validating, improving, developing, and reporting on the services, GLUON’s products, technologies, artificial intelligence systems, and related offerings, and any purchasing, rebate, savings, supplier, distributor, incentive, or related business programs in which Customer participates or is eligible to participate. These purposes may include identifying eligible purchases, matching purchases to applicable supplier, distributor, or program opportunities, calculating, processing, validating, reconciling, or reporting rebates, credits, incentives, discounts, or other savings, confirming Customer’s participation or eligibility, supporting audits and dispute resolution, maintaining program records, improving data accuracy, generating reports and analytics, training, developing, improving, and operating GLUON’s artificial intelligence systems, machine learning models, algorithms, automated processing tools, and related technologies, offering AI-powered services, programs, features, and add-on functionality to Customer or other users, and otherwise operating, improving, and developing GLUON’s services, products, technologies, and related business programs.

Customer further authorizes GLUON to disclose Program Data to GLUON’s affiliates, service providers, contractors, technology providers, artificial intelligence and machine learning providers, cloud infrastructure providers, integration partners, suppliers, distributors, program administrators, payment processors, rebate processors, data processors, reporting partners, analytics providers, and other third-party partners involved in providing, administering, supporting, validating, processing, reporting on, developing, delivering, or improving GLUON’s services, technologies, AI systems, AI-powered offerings, or related purchasing, rebate, savings, supplier, distributor, incentive, or business programs. GLUON may provide Program Data to such third parties as GLUON reasonably determines is necessary or appropriate for the foregoing purposes, provided that such third parties are authorized to use Program Data only for the purposes for which GLUON provides it, purposes reasonably related thereto, or as otherwise permitted by applicable law. Customer further acknowledges and agrees that GLUON may receive, collect, and incorporate data, insights, and feedback from third-party partners, vendors, suppliers, distributors, and other sources into GLUON’s systems, services, AI models, and technologies to enhance the accuracy, quality, and functionality of the Services, and that such received data, once incorporated into GLUON’s systems, shall be owned exclusively by GLUON. Notwithstanding the foregoing, GLUON may disclose, license, sell, or otherwise make available aggregated, anonymized, or de-identified Program Data and Derived Data to any third party for any lawful purpose, including but not limited to industry benchmarking, market research, commercial data products, and analytics, without restriction and without further consent from Customer.

Customer acknowledges that participation in certain purchasing, rebate, supplier, distributor, incentive, reporting, analytics, or savings programs may require ongoing access to, collection of, use of, retention of, and disclosure of Program Data. Customer agrees to provide and maintain all system access, integrations, permissions, authorizations, and data feeds reasonably required for GLUON and its applicable third-party partners to administer such programs and provide the related services. If Customer disables, limits, withdraws from, or opts out of data sharing required for a particular program or service feature, Customer acknowledges that GLUON may be unable to provide some or all related program benefits, including rebates, credits, incentives, discounts, savings, reporting, analytics, or validation services, and GLUON shall have no liability to Customer for any resulting inability to provide such benefits. Any such opt-out or withdrawal shall not affect GLUON’s rights to Program Data previously collected or already incorporated into GLUON’s systems, models, technologies, or Derived Data.

GLUON may retain and maintain copies of Program Data for as long as GLUON reasonably determines is necessary to provide the services, administer applicable programs, calculate, process, validate, reconcile, or report rebates, credits, incentives, discounts, or other savings, comply with legal, tax, accounting, audit, and recordkeeping obligations, resolve disputes, enforce agreements, prevent fraud or misuse, maintain the security and integrity of its systems, improve its services, train, develop, and operate artificial intelligence systems, machine learning models, and related technologies (which rights shall be perpetual, irrevocable, and survive the expiration or termination of this agreement), and support GLUON’s legitimate business purposes. Customer agrees that GLUON is not required to delete Program Data from backup, archival, audit, compliance, program, or AI training records except to the extent required by applicable law or expressly agreed in writing.

GLUON will treat Program Data as confidential business information and will use commercially reasonable administrative, technical, and organizational safeguards consistent with industry practices for similarly situated SaaS providers, designed to protect Program Data from unauthorized access, use, disclosure, alteration, or destruction. GLUON will not disclose Program Data to third parties except as described in this section, as authorized by Customer, as necessary to provide or improve the services or administer related programs, or as otherwise permitted or required by applicable law. Notwithstanding the foregoing, Derived Data (as defined above) and any other aggregated, anonymized, or de-identified data that does not identify or reasonably permit the identification of Customer or any individual, as determined in accordance with applicable law and industry standards, shall not be considered confidential business information and may be used, disclosed, licensed, sold, or otherwise commercialized by GLUON without restriction for any lawful purpose, including for training and operating AI systems and machine learning models, sharing with third parties, and creating commercial data products.

PRIVACY. GLUON’s collection, use, and disclosure of personal information in connection with the Website and Services is governed by GLUON’s Privacy Policy, which is maintained separately and incorporated into this Agreement by reference. By using the Website or Services, You acknowledge that You have read and understood the Privacy Policy. In the event of any conflict between this Agreement and the Privacy Policy with respect to the processing of personal information, the Privacy Policy shall govern.

CONFIDENTIALITY. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation GLUON’s software, Services, Hardware, algorithms, models, Derived Data, Program Data, pricing, technology, business and product plans, and the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party shall: (i) use the Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (ii) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; and (iii) not disclose the Confidential Information to any third party except to its employees, affiliates, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that, where legally permitted, it gives the Disclosing Party prompt prior written notice and reasonable cooperation to seek a protective order or other confidential treatment. Each party acknowledges that any breach of this section may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity. The Receiving Party’s obligations under this section shall continue for the term of this Agreement and for three (3) years thereafter, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

LIMITATIONS ON USE AND USER SUBMISSIONS. Copyright, Patent and Trademark Notice. All Information and content of the Website, including but not limited to, all text, photos, graphics, audio, software, and/or video is copyrighted by GLUON, or its affiliates or subsidiaries.

No portion of the Information or content may be directly or indirectly copied, published, reproduced, modified, performed, displayed, sold, transmitted, published, broadcast, rewritten for broadcast or publication or redistributed in any medium. Nor may any portion of the content be stored in a computer or distributed over any network except that you may download or print one copy of pages strictly for personal and non-commercial use. You shall not use any robot, spider, other automatic device or manual process or device to monitor, collect, aggregate or access Information from the Website without the prior, express written consent of GLUON.

GLUON, and its associated logos, page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, and/or federally registered trademarks of GLUON. GLUON trademarks include but are not limited to: GLUON, PETROMO, PETROLINK, EZ LISTER, EZ RETAIL, LOTTO LOCK, and others.

All other product names and GLUON logos mentioned herein are also trademarks of their respective owners. Neither these materials nor any portion thereof may be stored in a computer except as reasonably necessary for personal and non-commercial use.

RESTRICTED USE OF THE SITE. You agree to use the Website for lawful purposes only. You agree not to post or transmit any information through the Website which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, or (3) is protected by patent, copyright, trademark or other proprietary right without the express permission of the owner of such right. You shall be solely liable for any damages resulting from any infringement of patent, copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website.

SUBMISSIONS. GLUON does not want to receive any confidential or proprietary information from you. Any information, material, data, feedback, suggestions, ideas, or other submissions you provide to GLUON by any means, including through the Website, Services, or any communication channel, will be treated as non-confidential and non-proprietary and may be used by GLUON for any purpose whatsoever, including without limitation the development, improvement, and/or provision of products, services, AI systems, and technologies. Any proprietary information submissions must be made in writing and with the express written consent of GLUON Directors or Principals.

LINKING. Without the prior written consent of GLUON, you may not use any of GLUON’s proprietary logos, marks, or other distinctive graphics, video, audio material or Information in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by GLUON; 2) cause confusion, mistake, or deception; 3) dilute GLUON’s trademarks or service marks; or 4) otherwise violate state or Federal Law. GLUON reserves the right to disable any unauthorized links or frames and to bar any party from caching, framing or linking to any portion of the Website at any time. If you desire to provide a link from your website to the Website, or to frame it, you must first contact GLUON for written permission via the contact method provided on the Website. GLUON will be under no obligation, however, to permit any link or frame.

USER CONDUCT AND DUTIES

The content and information on the Website (including, but not limited to, transmissions, images, text, code, information, graphs, graphics, video, maps, icons, software, and other material) (collectively, the “Content”), as well as the infrastructure used to provide such Content, is proprietary to GLUON. Without GLUON’s written consent, you may not use, copy, reproduce, republish, upload, copy, mimic, post, transmit, reverse engineer, distribute or modify our trademarks or other proprietary information in any way.

Additionally, you agree not to:

Provide false or misleading information about yourself to GLUON;
Impersonate any other person, or otherwise attempt to mislead others about your identity or the origin of any Content, message or other communication to GLUON or third parties;
Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe any party for any services if you are not expressly authorized by such party to do so;
Collect information about other visitors to the GLUON Website without GLUON or the other visitors consent;
Mine or extract data or data fields, including without limitation any financial data or email addresses from the Website;
Breach the the Website in any unauthorized manner;
Utilize a robot, spider, scraper, deep link, or other automated or manual means to access the Website, to copy and/or redistribute any Website Content;
Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by GLUON in connection with the Website;
Input or upload to the Website or any third party visitor to the Website any content that contains unauthorized data or files such as viruses or other computer programming routines that are intended to damage or obstruct GLUON.

PROHIBITED ACCESS AND PROTECTION OF TRADE SECRETS. You shall not, and shall not permit or authorize any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or underlying ideas of the Website, Services, software, or Hardware, except to the extent such restriction is expressly prohibited by applicable law; (b) access or attempt to access the Website, Services, or GLUON’s systems, networks, or accounts by any unauthorized or unlawful means, or circumvent or attempt to circumvent any authentication, access control, security, or usage limitation measure; or (c) sell, rent, lease, sublicense, share, or otherwise provide Your Account credentials or access to the Website or Services to any third party not authorized under Your account. You acknowledge that the Website, Services, software, Hardware, algorithms, models, Derived Data, and related technologies constitute valuable trade secrets and proprietary information of GLUON.

Unauthorized access to, use of, or misappropriation of such trade secrets is prohibited by, and may give rise to civil and criminal liability under, applicable federal and state law, including without limitation the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the Computer Fraud and Abuse Act (18 U.S.C. § 1030). GLUON reserves all rights and remedies available to it at law and in equity in connection with any violation of this section.

ACCESS AND DELAYS IN THE WEBSITE. GLUON, its affiliates, subsidiaries, and Vendors do not guarantee uninterrupted, timely, or error-free access to the Website. Further, GLUON, its affiliates, subsidiaries, and Vendors shall not be liable to you for any loss or liability resulting, directly or indirectly, from delays, inaccuracies, errors, omissions or interruptions of the Website for any reason, including, without limitation, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.

FORCE MAJEURE. Except for payment obligations, neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from causes beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics or pandemics, fire, flood, war, terrorism, civil unrest, labor disputes or strikes, governmental action, failures or interruptions of the internet, telecommunications, hosting, cloud infrastructure, or third-party service providers, or shortages of equipment, materials, or supplies. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

MONITORING OF SITE AND SERVICES. You acknowledge that GLUON reserves the right to, and may from time to time, monitor for all lawful purposes any and all Information, content, and usage data transmitted, received, or generated through the Website and Services, including but not limited to usage patterns, feature utilization, system performance metrics, and other telemetry data. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes, including improving GLUON’s Services, training AI systems, and developing new features. All Information and content, including personal information, placed on or sent over the Website or Services may be monitored. Use of the Website or Services, authorized or unauthorized, constitutes consent to such monitoring and an acknowledgment that usage data and system telemetry collected through monitoring will be used in accordance with the Program Data and Privacy provisions of this Agreement.

REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

General Disclaimer and Limited Warranty. You acknowledge that certain aspects of the Information and/or Vendor Information and links provided through the Website are compiled from sources, which may be beyond the control of GLUON. Though such Information and links are recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur. GLUON, its licensors and Vendors do not warrant the accuracy or suitability of such Information. Neither GLUON, its licensees nor its Vendors represent or endorse the accuracy or reliability of the Information distributed through the Website. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS WITH ALL FAULTS BASIS.” GLUON, ITS LICENSORS, AND VENDORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING. FURTHER, GLUON, ITS LICENSORS, AND VENDORS NEITHER REPRESENT NOR WARRANT THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS.

You assume all risk of errors and/or omissions in the Website, including the transmission or translation of data. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website, including the Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement.

VIRUSES. YOU ACKNOWLEDGE AND AGREE THAT GLUON USES REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE WEBSITE OR THE INFORMATION. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD GLUON HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.

LIMITATION OF LIABILITY. YOU AGREE THAT GLUON AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITIES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO THE TOTAL FEES PAID TO GLUON BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM UNDER THE TERMS OF THIS AGREEMENT OR $100.00, WHICHEVER IS GREATER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY EVEN IF GLUON OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

INDEMNIFICATION. YOU SHALL RELEASE, DISCHARGE, AND RELINQUISH AND DEFEND AND INDEMNIFY AND HOLD HARMLESS GLUON AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS, AND EACH OF THEIR MEMBERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND CONTRACTORS OF WHATEVER TIER FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS AND CAUSES OF ACTIONS OF WHATEVER KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES INCURRED IN CONNECTION WITH ANY CLAIM BROUGHT BY ANY PERSONS OR ENTITIES ARISING FROM, IN CONNECTION WITH, OR RELATING TO YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING YOUR USE OF THE INFORMATION OBTAINED THROUGH THE WEBSITE. THE OBLIGATIONS TO RELEASE, TO DEFEND AND TO INDEMNIFY CONTAINED IN THIS SECTION SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, CONTRACTUAL LIABILITIES OF THIRD PARTIES, OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE INDEMNITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNITEES. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM.

MISCELLANEOUS PROVISIONS

GOVERNING LAW; LIMITATIONS; VENUE. The laws of the State of California, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern this Agreement. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website as contemplated by this Agreement must be instituted within one (1) year from the date upon which such claim or cause arose or was accrued, except where a shorter limitation period is prohibited by applicable law. To the extent any claim or cause of action is not subject to arbitration under this Agreement, such claim shall be brought EXCLUSIVELY in the state or federal courts located in Alameda County, California, and you agree to submit to the exclusive personal jurisdiction of such courts for such purposes and hereby appoint the Secretary of State of California as your agent for service of process. You agree to waive any objection that the state or federal courts of Alameda County, California, are an inconvenient forum.

DISPUTES RESOLUTION. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company and engaging in good-faith negotiations for a period of at least thirty (30) days before initiating any arbitration or other formal proceeding. The following arbitration and class action waiver provisions shall govern any dispute that is not resolved informally.

BINDING ARBITRATION. Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Website or Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding arbitration administered by JAMS in accordance with its applicable rules then in effect. The arbitration shall be conducted by a single arbitrator, seated in Alameda County, California, and the language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act. Notwithstanding the foregoing, either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

CLASS ACTION WAIVER. YOU AND GLUON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THAT CLAIM SHALL BE SEVERED AND ADJUDICATED IN A COURT OF COMPETENT JURISDICTION, BUT THIS WAIVER SHALL REMAIN IN EFFECT AS TO ALL OTHER CLAIMS.

FOR EUROPEAN UNION (EU) USERS. If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident, to the extent such provisions cannot be waived by contract under applicable law and to the extent such laws are determined to apply to GLUON’s provision of the Website and Services. Nothing in this Agreement is intended to override or limit your rights as a consumer under such mandatory provisions.

ASSIGNMENTS. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of GLUON. GLUON may freely assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without Your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment other than as provided for in this paragraph shall be null and void.

SEVERABILITY. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision to render it enforceable (or, if it is not possible to reform such provision to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.

NO WAIVER. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any further exercise of that or any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom the waiver is to be enforced, and any such waiver shall apply only to the specific instance for which it is given and shall not constitute a continuing waiver.

HEADINGS; INTERPRETATION. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision. As used in this Agreement, the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation,” and the word “or” is not exclusive. References to the singular include the plural and vice versa, and references to any law or regulation include any amendments or successors thereto. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting it.

RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on the other’s behalf, and neither party shall represent to any third party that it has any such authority.

THIRD-PARTY BENEFICIARIES. Except as expressly set forth in this section, this Agreement does not confer any rights or remedies upon any person or entity other than the parties. GLUON’s affiliates, subsidiaries, licensors, and Vendors, and each of their respective members, shareholders, directors, officers, employees, agents, representatives, and contractors, are intended third-party beneficiaries of, and shall be entitled to directly enforce, the disclaimers, limitations of liability, indemnification, intellectual property, and confidentiality provisions of this Agreement to the extent such provisions are expressed to be for their benefit.

SURVIVAL. Any provision of this Agreement that by its nature should survive termination or expiration shall so survive, including without limitation the provisions governing Intellectual Property Ownership and Use, No Derivative Intellectual Property, Program Data Collection, Use, Sharing, and Retention, Confidentiality, Submissions, Limitation of Liability, Indemnification, Governing Law, Disputes Resolution, Binding Arbitration, Class Action Waiver, and this Survival provision, together with any accrued payment obligations.

U.S. GOVERNMENT RESTRICTED RIGHTS. The materials on the Website are provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of GLUON’s proprietary rights in them.

TERMINATION. GLUON may terminate or suspend your use of the Website for any reason upon thirty (30) days’ prior notice, or immediately upon notice if You are in breach of this Agreement. Termination or cancellation of your use of the Website shall not affect any right or relief to which GLUON may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to GLUON. For the avoidance of doubt, GLUON’s rights to Program Data, Derived Data, and all copies thereof, as well as all rights and licenses granted to GLUON under the Program Data provisions of this Agreement, shall survive any termination or expiration of this Agreement in perpetuity.

NOTICE. Official correspondence to GLUON must be sent via postal mail to the address below. GLUON may provide any notice to You under this Agreement by: (a) posting a notice on the Website; (b) sending an email to the email address associated with Your Account; or (c) sending a message through the Services. Notices to You shall be deemed given when posted or sent. You are responsible for keeping Your Account contact information current. Official correspondence must be sent via postal mail to:

Gluon Solutions, Inc. – Attn: Legal Department

6951 Southfront Road, Livermore, CA 94551

ENTIRE AGREEMENT. This Agreement is complete and effective at the time you begin use of the Website. Except for separate license agreements for specific GLUON products or services, the Privacy Policy incorporated herein by reference, and any applicable order forms or subscription agreements between You and GLUON, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND GLUON.