TERMS OF USE

These Terms of Use (“Terms”) govern access to and use of the websites, applications, AI-powered platforms, hologram-enabled systems, digital humans, conversational AI technologies, APIs, software, and related services (collectively, the “Services”) provided by HoloLabsAI, Inc. (“HoloLabsAI,” “Company,” “we,” “us,” or “our”).

By accessing or using the Services, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Use of the Services is also governed by HoloLabsAI’s Privacy Policy, Master Services Agreements (“MSAs”), Statements of Work (“SOWs”), and other applicable agreements.

1. ELIGIBILITY

You must be at least eighteen (18) years old and legally capable of entering into binding agreements to access or use the Services.

If you access or use the Services on behalf of an organization, you represent and warrant that:

• You are authorized to bind such organization;
• You possess authority to accept these Terms;
• Your organization agrees to be bound by these Terms; and
• Your use of the Services complies with all applicable laws, regulations, and organizational policies.

HoloLabsAI reserves the right to refuse access to the Services at its sole discretion.

2. SERVICES

HoloLabsAI provides an AI-powered operating system enabling organizations to deploy emotionally aware digital humans, conversational AI assistants, branded avatars, hologram-enabled experiences, customer engagement technologies, and related software and infrastructure.

References to “emotionally aware,” “emotionally intelligent,” “human-like,” or similar terminology describe simulated conversational responsiveness and engagement behavior only and do not imply:

• Human consciousness;
• Emotional understanding;
• Psychological evaluation;
• Mental health analysis;
• Medical assessment;
• Human cognition; or
• Sentient behavior.

Users acknowledge they may be interacting with AI-generated conversational systems and not human individuals. The Services are intended solely for informational, operational, engagement, educational, entertainment, marketing, customer service, and conversational purposes.

Certain features, tools, or functionalities may be:

• Experimental;
• Beta;
• Under development;
• Evolving; or
• Modified over time.

HoloLabsAI reserves the right to modify, suspend, discontinue, or replace any aspect of the Services at any time without notice.

3. NO PROFESSIONAL, THERAPEUTIC, OR ADVISORY RELATIONSHIP

Use of the Services does not create any fiduciary, advisory, therapeutic, counseling, agency, partnership, employment, joint venture, or professional-client relationship between HoloLabsAI and any user, customer, organization, or third party.

HoloLabsAI is a technology provider only and does not provide:

• Medical advice;
• Mental health advice;
• Psychological counseling;
• Legal advice;
• Financial advice;
• Emergency response services;
• Crisis intervention services; or
• Licensed professional services.

The Services, including AI-generated conversations, avatar interactions, responses, recommendations, and outputs, are intended solely for informational, engagement, operational, educational, and conversational purposes.

Users acknowledge and agree that:

• AI-generated interactions are automated computational outputs and not human judgment;
• The Services are not designed to diagnose, treat, cure, monitor, or prevent any medical, emotional, psychological, or psychiatric condition;
• The Services are not intended to replace human interaction, companionship, professional care, counseling, or support systems;
• Users remain solely responsible for their own decisions, actions, health, safety, and well-being.

The Services are not intended to create emotional dependency or substitute for real-world human relationships or professional support.

If you are experiencing an emergency, contact qualified professionals or emergency services immediately.

4. AI-GENERATED CONTENT DISCLAIMER

HoloLabsAI utilizes artificial intelligence, machine learning systems, large language models, automation technologies, and algorithmic systems to generate conversational interactions, recommendations, summaries, workflows, and related outputs.

Users acknowledge and agree that AI-generated outputs:

• May be inaccurate, incomplete, delayed, fabricated, misleading, offensive, or unreliable;
• May generate content that appears authoritative despite being incorrect;
• May vary between interactions;
• May not reflect current laws, regulations, standards, or factual developments;
• Are generated probabilistically and not through human reasoning or verification.

HoloLabsAI makes no representation or warranty regarding:

• Accuracy;
• Reliability;
• Completeness;
• Legality;
• Availability;
• Safety;
• Appropriateness; or
• Suitability for any purpose of AI-generated outputs or interactions.

Users are solely responsible for:

• Evaluating AI-generated outputs;
• Independently verifying information;
• Reviewing outputs prior to implementation or reliance;
• Determining the appropriateness of use.

HoloLabsAI shall not be liable for:

• Decisions made based upon AI-generated outputs;
• Business losses;
• Operational failures;
• Reputational harm;
• Emotional distress;
• Regulatory violations; or
• Damages arising from reliance upon AI-generated content.

Although HoloLabsAI implements commercially reasonable safeguards intended to reduce harmful or inappropriate outputs, no AI system can guarantee complete accuracy, reliability, safety, or appropriateness under all circumstances.

5. NO GUARANTEE OF RESULTS

HoloLabsAI does not guarantee:

• Revenue generation;
• Customer acquisition;
• Customer retention;
• Frontend stickiness;
• Conversion rates;
• SaaS adoption;
• Engagement metrics;
• Business growth;
• Operational efficiency;
• Financial performance; or
• Any specific business outcomes.

Business performance depends on numerous factors outside HoloLabsAI’s control, including implementation quality, market conditions, customer behavior, operational execution, marketing effectiveness, and customer adoption.

6. ACCOUNT REGISTRATION

Certain Services may require account registration.

You agree to:

• Provide accurate and complete information;
• Maintain updated account information;
• Maintain confidentiality of login credentials;
• Accept responsibility for all activity occurring under your account.

You are responsible for all actions occurring under your account whether authorized or unauthorized.

HoloLabsAI reserves the right to:

• Suspend;
• Restrict;
• Investigate; or
• Terminate accounts at its sole discretion.

7. ACCEPTABLE USE

Users may access and use the Services solely for lawful and authorized purposes.

Users shall not, directly or indirectly:

• Use the Services in violation of applicable laws or regulations;
• Use the Services to generate unlawful, harmful, abusive, fraudulent, deceptive, defamatory, discriminatory, or infringing content;
• Harass, manipulate, exploit, impersonate, or harm others;
• Reverse engineer, decompile, disassemble, scrape, extract, copy, or derive source code, prompts, workflows, models, operational logic, or system architecture;
• Utilize automated systems, bots, crawlers, spiders, scraping technologies, prompt harvesting tools, or extraction methodologies without written authorization;
• Use the Services to train, benchmark, improve, or develop competing AI systems or products;
• Circumvent security protections or access restrictions;
• Upload malware, harmful code, or malicious software;
• Interfere with system integrity, performance, or availability;
• Misrepresent AI-generated content as human-generated where legally required;
• Use the Services for unlawful surveillance, biometric identification, or prohibited facial recognition activities.

Users are solely responsible for all content submitted, generated, uploaded, or distributed through the Services.

HoloLabsAI reserves the right to investigate suspected violations and may suspend or terminate access at any time.

8. CUSTOMER DEPLOYMENTS

Organizations deploying HoloLabsAI’s Services acknowledge and agree that they are solely responsible for:

• Deployment configuration;
• Workflow implementation;
• Prompt configuration;
• End-user disclosures and notices;
• Compliance with applicable laws and regulations;
• Obtaining legally required consents;
• Voice, image, video, and likeness permissions;
• Human oversight where appropriate;
• Customer interactions and deployment operations.

HoloLabsAI acts solely as a technology provider and does not control customer deployment decisions.

Organizations deploying the Services are solely responsible for evaluating and managing risks associated with their implementations.

9. SENSITIVE DATA RESTRICTIONS

Unless expressly authorized under a separate written agreement, users may not submit:

• Protected Health Information (PHI);
• Medical records;
• Social Security numbers;
• Financial account information;
• Payment card information;
• Government identification numbers;
• Biometric identifiers;
• Passwords;
• Sensitive confidential information; or
• Regulated protected data.

HoloLabsAI shall not be responsible for information submitted in violation of this section.

10. BIOMETRIC AND FACIAL RECOGNITION DISCLAIMER

Unless expressly agreed in writing, HoloLabsAI does not intentionally collect, store, process, or use biometric identifiers for identification purposes.

HoloLabsAI does not provide facial recognition or biometric identification services unless separately agreed in writing.

11. INTELLECTUAL PROPERTY

All rights, title, and interest in the Services, including:

• Software;
• Source code;
• AI systems;
• Conversational frameworks;
• APIs;
• Infrastructure;
• Hologram technologies;
• Operational systems;
• Workflows;
• Branding;
• Documentation;
• Interfaces; and
• Related technologies are owned exclusively by HoloLabsAI or its licensors.

No ownership rights are transferred except as expressly stated in separate written agreements.

Unauthorized use of HoloLabsAI intellectual property may result in:

• Immediate suspension;
• Termination;
• Legal action;
• Injunctive relief; and
• Monetary damages.

HoloLabsAI reserves the right to seek equitable relief for unauthorized use of its intellectual property.

12. CUSTOMER CONTENT

Users retain ownership of content submitted to the Services.

Users grant HoloLabsAI a limited, non-exclusive license to host, process, analyze, store, transmit, and utilize submitted content solely for:

• Operating the Services;
• Supporting deployments;
• Maintaining functionality;
• Security and compliance purposes;
• Improving platform performance.

Users represent and warrant that they possess all rights necessary to submit such content.

13. AI TRAINING AND PLATFORM IMPROVEMENT

HoloLabsAI may utilize anonymized, aggregated, and de-identified data to improve:

• AI systems;
• Conversational quality;
• Platform functionality;
• Operational performance;
• Reporting capabilities; and
• Analytics systems.

HoloLabsAI does not use customer-specific confidential information to train public AI models. Enterprise customers may request additional restrictions pursuant to separate written agreements.

14. PLATFORM DEPENDENCY

Certain functionality of customer-branded avatars, hologram systems, conversational deployments, and AI-powered environments may depend upon continued access to HoloLabsAI’s proprietary infrastructure, APIs, hosting environments, AI frameworks, deployment architecture, and operational systems.

Ownership of customer avatars or deployment-specific assets does not transfer ownership of:

• HoloLabsAI infrastructure;
• Software;
• Source code;
• AI systems;
• APIs;
• Hosting environments;
• Conversational frameworks; or
• Operational technologies.

Customers acknowledge that:

• Certain Services require ongoing hosting, support, maintenance, or subscription agreements;
• Functionality may be unavailable without access to HoloLabsAI infrastructure;
• HoloLabsAI may update or modify platform technologies over time.

Unauthorized attempts to separate, replicate, extract, or independently operate HoloLabsAI technologies are strictly prohibited.

15. THIRD-PARTY SERVICES

The Services may integrate with:

• Third-party AI systems;
• Cloud hosting providers;
• Payment processors;
• Voice technologies;
• Infrastructure providers; and
• Related third-party software.

HoloLabsAI is not responsible for:

• Third-party outages;
• Delays;
• Inaccuracies;
• Security failures;
• Interruptions; or
• Third-party operational failures.

16. SERVICE AVAILABILITY

The Services are provided on an “as is” and “as available” basis.

HoloLabsAI does not guarantee:

• Continuous operation;
• Uninterrupted service;
• Error-free functionality;
• Availability;
• Compatibility; or
• Accuracy of outputs.

Maintenance periods, outages, interruptions, delays, and technical failures may occur from time to time.

17. RIGHT TO MONITOR

HoloLabsAI reserves the right to monitor use of the Services for:

• Security purposes;
• Compliance purposes;
• Operational purposes;
• Fraud prevention;
• Abuse detection; and
• Enforcement of these Terms.

Monitoring may include review of system activity, interactions, prompts, uploaded materials, and deployment behavior where legally permitted.

18. PAYMENT TERMS

Certain Services may require payment of:

• Subscription fees;
• Usage fees;
• Hosting fees;
• Development fees;
• Setup fees; or
• Other applicable charges.

All payment obligations are governed by applicable MSAs, SOWs, invoices, or commercial agreements.

Failure to pay amounts due may result in suspension or termination of Services.

19. TERMINATION

HoloLabsAI may suspend or terminate access to the Services at any time for:

• Violation of these Terms;
• Security concerns;
• Fraudulent activity;
• Nonpayment;
• Operational reasons;
• Legal or regulatory concerns.

Upon termination:

• Access rights immediately cease;
• Users must discontinue use of the Services;
• Certain provisions survive termination including intellectual property rights, payment obligations, disclaimers, arbitration provisions, indemnification obligations, and limitation of liability protections.

20. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”;
• HOLOLABSAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED;
• HOLOLABSAI DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, AND ACCURACY.

AI-generated outputs may contain:

• Errors;
• Inaccuracies;
• Offensive content;
• Inappropriate material; or
• Unintended results.

Users assume all risks associated with use of the Services.

21. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOLOLABSAI SHALL NOT BE LIABLE FOR:

• Indirect damages;
• Incidental damages;
• Consequential damages;
• Special damages;
• Exemplary damages;
• Punitive damages;
• Loss of profits;
• Loss of revenue;
• Loss of data;
• Business interruption;
• Reputational harm;
• Operational failures;
• Emotional distress claims;
• Regulatory penalties; or
• Damages arising from AI-generated outputs or customer deployments.

THIS LIMITATION APPLIES REGARDLESS OF:

• LEGAL THEORY;
• CAUSE OF ACTION;
• FORESEEABILITY OF DAMAGES; or
• WHETHER HOLOLABSAI WAS ADVISED OF THE POSSIBILITY OF DAMAGES.

HOLOLABSAI’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO HOLOLABSAI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

22. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless HoloLabsAI, its affiliates, officers, directors, employees, contractors, licensors, suppliers, and agents from and against all claims, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Services;
• Your content;
• Your deployments;
• Your violation of these Terms;
• Your violation of applicable laws or regulations;
• Claims brought by your customers, users, employees, contractors, or third parties;
• Your misuse of AI-generated outputs;
• Your failure to obtain legally required consents or disclosures; or
• Your infringement of third-party rights.

HoloLabsAI reserves the right to assume exclusive defense and control of any matter subject to indemnification.

23. FORCE MAJEURE

HoloLabsAI shall not be liable for delays, interruptions, failures, or damages caused by events outside its reasonable control, including:

• Internet failures;
• Cloud outages;
• AI provider outages;
• Infrastructure failures;
• Cyberattacks;
• Natural disasters;
• Government actions;
• Labor disputes;
• Utility failures; or
• Acts of war or terrorism.

24. ARBITRATION & CLASS ACTION WAIVER

Any dispute arising from these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association.

YOU WAIVE ANY RIGHT TO PARTICIPATE IN:

• CLASS ACTION LAWSUITS;
• CLASS-WIDE ARBITRATION; or
• REPRESENTATIVE ACTIONS.

25. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware without regard to conflict of law principles.

26. ASSIGNMENT

HoloLabsAI may assign or transfer these Terms without restriction. Users may not assign these Terms without prior written consent from HoloLabsAI.

27. EXPORT COMPLIANCE

Users may not access or use the Services in violation of:

• U.S. export laws;
• Trade sanctions;
• International trade regulations; or
• Applicable import/export restrictions.

28. ELECTRONIC COMMUNICATIONS

By using the Services, you consent to receive electronic communications from HoloLabsAI, including:

• Notices;
• Disclosures;
• Agreements;
• Updates;
• Billing communications; and
• Operational communications.

Electronic communications satisfy legal communication requirements.

29. CHANGES TO TERMS

HoloLabsAI may update these Terms at any time. Updated Terms become effective upon posting. Continued use of the Services constitutes acceptance of revised Terms.

30. SURVIVAL

The following provisions survive termination:

• Intellectual property rights;
• Payment obligations;
• Arbitration provisions;
• Class action waivers;
• Indemnification obligations;
• Disclaimers;
• Limitation of liability provisions; and
• Confidentiality obligations.

31. CONTACT INFORMATION

HoloLabsAI, Inc. legal@hololabsai.com