End User License Agreement (EULA)

This Software License Agreement (the “Agreement”) constitutes a legal agreement between JuliaHub, Inc. (“JuliaHub”, “Company”, or “We”) and you, the user of the Licensed Software (as defined below) (“Customer” or “You”).

JULIAHUB IS WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND ALLOW YOU TO USE THE LICENSED SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING “I ACCEPT” OR BY DOWNLOADING, INSTALLING, OR USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. YOU MUST AGREE TO ALL OF THE PROVISIONS IN THIS AGREEMENT IN ORDER TO USE THE LICENSED SOFTWARE. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE.

IMPORTANT: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW, REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT CUSTOMER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS ACTIONS OF ANY KIND.

1. Software License.

1. Licensed Software. Subject to the terms of this Agreement and any limitations set forth within the Licensed Software (as defined below), for the Term, Company grants to Customer a nonexclusive, nontransferable, revocable, fee-bearing, non-sublicensable limited (i) license to install and use the executable version of the Installable Software identified on the applicable Company or third-party marketplace website and (ii) right to access and use the SaaS Software identified on the applicable Company or third-party marketplace website, each in accordance with all applicable Documentation (as defined below), in each case solely for the Permitted Purpose. For purposes of this Agreement: “Effective Date” means the date on which Customer accepts this Agreement; “Installable Software” means software that is downloaded and installed on Customer’s systems; “SaaS Software” means software that is accessed via the internet as a hosted service; and “Term” means the period beginning on the Effective Date and continuing until this Agreement is terminated in accordance with Section 10. Each of the Installable Software and the SaaS Software, as updated and modified by Company from time to time, may be referred to herein as the “Licensed Software”. The license and right to access granted to Customer in this subsection may be referred to herein as the “Access Rights”. For purposes of this Agreement, “Documentation” means the textual or graphical materials provided by JuliaHub to Customer in writing that describe the features, functions, and use of the Licensed Software, as updated from time to time by JuliaHub.

2. Permitted Purpose; Free Trial. “Permitted Purpose” means: (a) during the first thirty (30) days following Customer’s initial access to the Licensed Software (the “Trial Period”), Customer’s internal business purposes, including commercial use for evaluation purposes; and (b) following expiration of the Trial Period, non-commercial and academic purposes only. FOLLOWING EXPIRATION OF THE TRIAL PERIOD, CUSTOMER MAY NOT USE THE LICENSED SOFTWARE FOR ANY COMMERCIAL PURPOSE WHATSOEVER WITHOUT FIRST ENTERING INTO A SEPARATE ORDER FORM AND/OR LICENSE AND SERVICES AGREEMENT WITH JULIAHUB THAT AUTHORIZES SUCH USE.

3. Source Code; Additional License. Nothing in this Agreement will be deemed to grant to Customer any right to receive a copy of the executable code or source code of any SaaS Software or to receive a copy of any source code underlying any Installable Software. Notwithstanding the foregoing, Company may in its sole discretion expressly provide the source code to certain Installable Software to Customer (“Provided Source Code”). Company grants Customer a nonexclusive, nontransferable, revocable, non-sublicensable limited license under Company’s intellectual property rights to view any Provided Source Code and use such Provided Source Code strictly in accordance with the Documentation and all applicable instructions and guidelines made available by Company, subject to the terms of any open-source or other third-party licenses referenced within the Provided Source Code, and subject to any and all limitations and restrictions provided by Company including without limitation those set forth in Section 3(c).

4. Registration. In order to gain access to the Licensed Software, or certain features or functionality of the Licensed Software, you may be required to register with JuliaHub by submitting all information requested by JuliaHub (the “Registration Information” and such process, the “Registration Process”). You represent that all information You provide to JuliaHub is true, accurate, complete, and current and that You will promptly update the Registration Information as necessary. You hereby represent and warrant that you have the right and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation enforceable against you. To complete the Registration Process, you must be at least 18 years old. You represent and warrant that you have the legal ability (capacity) to enter into a binding contract and are at least 18 years old.

5. Subscription Plans. JuliaHub may offer or limit certain features, functionality, and Customer rights within the Licensed Software on a differentiated basis among various subscription plans, levels, or packages as provided by JuliaHub from time to time (each, a “Subscription Plan”). The Access Rights shall be limited as set forth in each Subscription Plan as it may vary from time to time. Fees may be differentiated among Customers based on the applicable Subscription Plan.

6. Users. The Licensed Software may be used only by Customer’s Authorized Users. The number of Authorized Users that Customer may authorize may be restricted, subject to a cap, or result in additional Fees, as set forth within the applicable Subscription Plan. As used herein, an “Authorized User” is an employee or contractor of Customer authorized by Customer to access and use the Licensed Software. Customer is responsible for authorizing and de-authorizing all individuals as Authorized Users, for designating the role of each such Authorized User, and for granting permissions and rights to Authorized Users within the Licensed Software. Customer will at all times be responsible for any breach of this Agreement by any Authorized User, regardless of whether such action was authorized by Customer or not. Any action taken by an Authorized User in connection with the Licensed Software shall be deemed to be an action taken by Customer for purposes of compliance with this Agreement.

7. Suspension. Company may suspend Customer’s or any Authorized User’s Access Rights: (a) during any time that a reasonable threat to the technical security or technical integrity of the Licensed Software exists, provided that Company promptly recommences performance upon the cessation of the threat; or (b) if Company reasonably determines that Customer or any Authorized User has violated any term of this Agreement. For the avoidance of doubt, Customer’s obligation to pay the Fees shall continue in full force and effect during any suspension of access to the Licensed Software under this Agreement.

2. Fees, Expenses.

a. To the extent any fees or charges are listed on the applicable website for AI tokens or any other services in connection with your acceptance of this Agreement, you agree to pay JuliaHub such amounts as listed and understand that all such payments are non-refundable. If you provide a credit card for the payment of any amount, you represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any purchase; and that (ii) the information you supply to us is true, correct and complete. You acknowledge and agree that we may use a third-party payment processor. By agreeing to this Agreement, you agree to be bound by all applicable terms, conditions, and the like of all applicable third parties, including third-party payment processors, and you authorize us to share information about you and the transaction as reasonably necessary in connection with such payment processing.

3. Customer Obligations.

1. Customer is responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications, as provided by Company from time to time, to enable Authorized Users to access and use the Licensed Software (the “Customer Network”).

2. Customer will safeguard the Customer Network and any other devices, computers, and networks used to access the Licensed Software, and Customer will safeguard all login information, passwords, identity and security protocols, and policies through which Authorized Users access and use the Licensed Software (“Access Credentials”). Customer agrees to: (1) keep the Access Credentials secure and confidential and not to allow any of Customer’s Authorized Users to provide their Access Credentials to anyone else; and (2) not permit any individual who is not an Authorized User from using any Access Credentials. Customer will notify Company and will ensure that Authorized Users notify the Company immediately (within 48 hours) if Customer or any Authorized User learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security relevant to the Licensed Software. Company reserves the right, in its sole discretion and without liability to Customer or its Authorized Users, to take any action Company deems necessary or reasonable to ensure the security of the Licensed Software.

3. Customer will not directly or indirectly do or authorize any other party to do any of the following: (a) transmit, display, broadcast, or otherwise make the Licensed Software available to anyone other than the Authorized Users; (b) commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the Licensed Software or include the Licensed Software or any derivative works thereof in a service bureau or outsourcing offering; (c) copy, photograph, or otherwise reproduce any part of the Licensed Software or modify or make derivative works based upon the Licensed Software (except with respect to Provided Source Code, as set forth in Section 1(c)), provided that Customer may make a small number of backup copies of any licensed Installable Software; (d) create internet “links” to the Licensed Software or “frame” or “mirror” any portion of the Licensed Software on any other website, software application, server, or device; (e) use or access the Licensed Software for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, including without limitation to create any competing product or service; (f) remove or obscure any proprietary or other notices contained within the Licensed Software or on any materials provided by or through the Licensed Software, including any reports or data printed or downloaded from the Licensed Software; (g) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the object code or source code from which any software component underlying Licensed Software is compiled or interpreted (for the avoidance of doubt except with respect to Provided Source Code), reverse engineer any output of the Licensed Software, or otherwise attempt to discover or recreate any method of service or algorithm of the Licensed Software; (h) use the Licensed Software, any Output, or any other data derived therefrom to develop, train, fine-tune, validate, or improve any artificial intelligence, machine learning, deep learning, or other algorithmic, statistical, or inference-based model or system; (i) interfere with or disrupt the integrity or performance of the Licensed Software or the data contained therein or disrupt any servers or networks controlled by Company; (j) disable or circumvent any security measures used by the Licensed Software or otherwise attempt to gain unauthorized access to any portion or feature of the Licensed Software or any other systems or networks controlled by Company; or (k) utilize the Licensed Software in order to send spam or otherwise duplicative or unsolicited messages or to send or store Prohibited Content (as defined below). All limitations and restrictions in this Agreement regarding the Licensed Software also apply to the Documentation made available to Customer or Authorized Users. Customer will promptly notify Company if Customer becomes aware or reasonably suspects that the Licensed Software is being used for any illegal or unauthorized purpose, including, without limitation, where such use is being conducted by an Authorized User.

4. Customer shall use the Licensed Software in a manner that complies with all laws and regulations that are applicable to Customer or to any Customer Data (as defined below), including laws related to privacy, personal data, and data protection. Customer covenants and warrants that it will obtain any authorizations and consents, and provide any notices, that are or may be required under all applicable laws or regulations in connection with its provision of any Customer Data to JuliaHub, in each case prior to providing JuliaHub with such Customer Data or using the Licensed Software to collect, store, process, or transmit such Customer Data.

5. Customer acknowledges that the Installable Software is of U.S. origin and is subject to U.S. export control and sanctions laws (“Export Control Laws”), including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, and the U.S. Department of State. Customer agrees that it will not export, reexport, transfer, or permit the use of any Licensed Software to or from (a) any country or region that is subject to comprehensive sanctions or embargo by the U.S. Government (currently, Cuba, Iran, North Korea, the Crimea region of Ukraine, and the “Covered Regions” of Ukraine set forth in Executive Order 14065) (collectively, the “Embargoed Territories”) or Russia or Belarus; (b) any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any governmental entity of any Embargoed Territory; (c) a national of an Embargoed Territory; or (d) any organization, entity, or individual identified on a list of designated, sanctioned, or prohibited parties maintained under Export Control Laws (a “Prohibited Party”) or owned or operated by a Prohibited Party. Customer further agrees that it will not export, transfer, or use the Licensed Software for any end-use that is prohibited by U.S. Export Control Laws, including activities relating to biological weapons.

6. JuliaHub may suspend or revoke Customer’s right to access and use the Licensed Software if JuliaHub reasonably determines that Customer has violated any term of this Agreement or for any other reason, in JuliaHub’s sole discretion.

4. Confidential Information.

1. For purposes of this Agreement, the term “Confidential Information” means any information received by one Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) that is either marked as confidential or proprietary, or that a reasonable person in the industry would understand as being confidential, including without limitation a Party’s pricing, business plans, strategies, technology, research and development, records, products, software code, non-public features and functionality of the Licensed Software, and other services. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (1) is or becomes generally available to the public through no act or omission of the Receiving Party; (2) was in the Receiving Party’s possession prior to the disclosure and had not been obtained from the Disclosing Party or from a third party who is under an obligation of confidentiality with the owner of the Confidential Information; (3) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (4) is independently developed by the Receiving Party without reference to the Confidential Information of the other Party.

2. The Confidential Information of the Disclosing Party may be used by the Receiving Party only in connection with this Agreement, to exercise its rights, or perform its obligations. Each Party shall limit access to the Confidential Information of the Disclosing Party to the Receiving Party’s employees, consultants, contractors, subcontractors, attorneys, accountants, banks and other financing sources as reasonably required in connection with this Agreement (each of whom, a “Representative”), each of whom must be subject to obligations of confidentiality and non-use comparable to those set forth herein. Receiving Party shall be liable for any breach of this Section by any of its Representatives.

3. Each Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own Confidential Information of like kind and in all events with not less than a reasonable degree of care.

4. The Receiving Party may make a limited disclosure of the Disclosing Party’s Confidential Information if and to the extent required to do so by applicable law, regulation, court order, or the like; provided, however, that in any such event, the Receiving Party will give the Disclosing Party advance notice where legal and practicable so that the Disclosing Party may seek to take reasonable actions to prevent or limit the scope of any such disclosure. The Receiving Party agrees to reasonably cooperate with the Disclosing Party in such an instance at the Disclosing Party’s expense.

5. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon written request by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall have no obligation to return or destroy any data or information that it is required to maintain to comply with any law or regulation; the Receiving Party may retain one (1) copy of Confidential Information in its confidential files solely for the purposes of verifying compliance with the terms of this Agreement; and the Receiving Party is not required to destroy any computer files containing the Disclosing Party’s Confidential Information that are created during routine computer system backup. With respect to such retained and backup computer files, the non-use and confidentiality obligations set forth in this Agreement shall apply to such files.

5. Intellectual Property.

1. As between JuliaHub and Customer, JuliaHub shall retain all right, title, and interest in and to (a) all content, materials, tools, technology, and other intellectual property developed, owned, or controlled by it prior to the Effective Date and (b) all content, materials, tools, technology, and other intellectual property developed, owned, or controlled by it after the Effective Date, including Aggregated Data (as defined below), which for the avoidance of doubt shall not include any Confidential Information of Customer ((a) and (b) collectively, the “JuliaHub Content”).

2. The Licensed Software, including without limitation all software code related thereto, the Software Analytics (as defined below), the JuliaHub Content, all descriptions and documentation related to the Licensed Software, and any information, data, or other content provided by JuliaHub (other than Output (as defined below)), as well as all improvements, modifications, derivative works, and innovations made to each of the foregoing and all intellectual property rights in each of the foregoing, are the exclusive property of JuliaHub and its licensors. Except for the Access Rights expressly granted herein, all rights in and to all of the foregoing are reserved by JuliaHub. This Agreement does not convey to Customer any rights of ownership or other intellectual property right in, to, or under the Licensed Software. JuliaHub shall own all intellectual property rights related to any feedback, comments, or suggestions Customer or its Authorized Users provide to JuliaHub with respect to the Licensed Software, or any services of JuliaHub, and Customer hereby assigns all such intellectual property rights to JuliaHub.

3. As used herein, “Software Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from the Licensed Software, or regarding Customer’s or its Authorized Users’ use of the Licensed Software, including without limitation performance metrics. Company may create, collect, use, and disclose Software Analytics for product improvement and other Company business purposes. Software Analytics will not identify Customer or any Authorized User as the source of the information.

6. Content; Customer Data; Personal Data Processing.

1. The Licensed Software may from time to time include, feature, make available, or link-to information, applications, data, and other content, websites, or services that have been created or made available by third parties (collectively, the “Third Party Content”). JuliaHub is not responsible or liable for, and makes no representations with respect to, any Third Party Content or any such third party provider. JuliaHub shall have no liability whatsoever in connection with any Third Party Content. Each provider of Third Party Content retains all right, title, and interest in and to all Third Party Content. Except as set forth herein, the use of any Third Party Content shall be governed by the terms of use or other legal conditions applicable to such Third Party Content, by and between the provider of such Third Party Content and Customer or Authorized User, as applicable. ALL THIRD PARTY CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND JULIAHUB MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH CONTENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ITS AVAILABILITY, COMPLETENESS, CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. IT SHALL BE CUSTOMER’S AND EACH AUTHORIZED USER’S RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF ANY THIRD PARTY CONTENT FOR USE BY CUSTOMER AND EACH SUCH AUTHORIZED USER.

2. Without limiting the foregoing, Customer acknowledges and agrees that certain Licensed Software may include features or functionality made available by, powered by, or supported by Anthropic, PBC (“Anthropic” and such features or functionality, the “Anthropic Services”), OpenAI OpCo, LLC (“OpenAI” and such features or functionality, the “OpenAI Services”), or another provider of artificial intelligence services (collectively, “AI Services”). The AI Services constitute Third Party Content under this Agreement. The Anthropic Services are subject to the terms set forth on this website https://www.anthropic.com/legal/commercial-terms, as updated from time to time by Anthropic (the “Anthropic Terms”). The OpenAI Services are subject to the terms set forth on this website https://openai.com/policies/services-agreement/, as updated from time to time by OpenAI (the “OpenAI Terms”). All other AI Services are and shall be governed by the legal terms made available by the provider of such services from time to time (“Other Terms”). Customer shall comply with all provisions of the Anthropic Terms, the OpenAI Terms, and all Other Terms that relate to “Users”, “End Users”, or the like, including without limitation all usage policies referenced therein or otherwise made available by each such provider.

3. As between Company and Customer, Customer is the exclusive owner of and shall remain the exclusive owner of all data Customer and the Authorized Users upload to the Licensed Software or otherwise provide to Company in connection with the Licensed Software, including without limitation data, text, writing, and any other types of content (“Customer Data”), including all modifications to Customer Data (other than Aggregated Data) and all intellectual property rights in or to any of the foregoing. Customer hereby grants to Company a non-exclusive, royalty-free license to access, copy, create derivative works of, and otherwise use the Customer Data as necessary to provide any services, including without limitation for troubleshooting purposes; to develop, train, fine-tune, validate, or improve any artificial intelligence, machine learning, deep learning, or other algorithmic, statistical, or inference-based model or system; to compile de-identified, aggregated data (“Aggregated Data”) that Company may use for any lawful purpose; and to sublicense Customer Data to third party providers for those purposes. Customer represents, warrants, and covenants that it has and will have throughout the Term all rights necessary to provide Company with the Customer Data and the license set forth above.

4. Customer represents and warrants that the Customer Data will not include any content or other data that: (a) is defamatory, libelous, abusive, obscene, pornographic, or harmful; (b) is unlawful, tortious, or fraudulent; (c) has been obtained in violation of Customer’s privacy policies or equivalent terms or that includes information or data of any type (including photos or videos) from or of a person to which such person has not consented; (d) includes information protected under any law, agreement, or fiduciary relationship, including but not limited to, proprietary or confidential information of others, without all necessary authorizations, permissions, and consents; (e) infringes, misappropriates, breaches, or violates the intellectual property, privacy, or publicity rights of any person or entity; or (f) contains any viruses, Trojan horses, spyware, malware, ransomware, worms, time bombs, cancelbots, or other disabling or harmful computer code, file, script, agent, or program (the content described in subsections (a) through (f) collectively, “Prohibited Content”). Company has no obligation to monitor the Customer Data; provided, however, that Company reserves the right to monitor Customer Data and further reserves the rights to remove or refuse to accept, transmit, store, or display any Customer Data if such Customer Data, in Company’s sole discretion violates or would violate any term of this Agreement.

5. The Licensed Software may include functionality that allows Authorized Users to generate certain content based on Customer Data and/or inputs provided by each such Authorized User (“Output”). Some Output may constitute Third Party Content. As between Company and Customer, to the extent permitted by law and the legal terms applicable to any Third Party Content, Customer shall own all Output, and Company hereby assigns its interest, if any, in Output to Customer. Customer hereby grants to Company a non-exclusive, royalty-free license, to access, copy, and use Output in connection with its provision of the Licensed Software to Customer.

6. If and to the extent the Customer Data includes Personal Data (as that term is defined in the DPA), Customer agrees that the terms of the JuliaHub Customer Data Processing Agreement (“DPA”), available at [INSERT HYPERLINK] and incorporated by reference, will apply with respect to JuliaHub’s Processing of such Personal Data.

7. Disclaimers of Warranties.

1. THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED HEREUNDER ON AN “AS-IS” BASIS, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, JULIAHUB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE, THE JULIAHUB CONTENT, AND OUTPUT AND MAKES NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY: (1) OF MERCHANTABILITY; (2) OF FITNESS FOR A PARTICULAR PURPOSE; (3) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (4) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS; AND (5) TITLE. WITHOUT LIMITING THE FOREGOING, JULIAHUB: (A) DOES NOT REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE, ANY JULIAHUB CONTENT, OR ANY OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED AND (B) DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OR RESULTS FROM THE LICENSED SOFTWARE, INCLUDING ANY OUTPUT, INCLUDING WITH RESPECT TO ACCURACY, QUALITY, RELIABILITY, CORRECTNESS, TIMELINESS, COMPLETENESS, AVAILABILITY, OR OTHERWISE. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, DATA LOSS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF THEIR REASONABLE CONTROL. JuliaHub will not be responsible for loss or corruption of data, in each case caused by acts within the control of Customer or any Authorized User or otherwise outside of the control of JuliaHub.

8. Indemnification.

1. Customer shall indemnify, defend and hold harmless JuliaHub, its directors, officers, employees, and agents, and its licensors and suppliers from and against any and all losses, damages, liabilities, fines, reasonable attorney fees, court costs, and expenses (collectively “Losses”), arising from any third-party claims, actions, proceedings, investigations, or litigation (any of which a “Third Party Claim”) arising from (a) Customer’s access to or use of the Licensed Software or any Output, except to the extent arising from Company’s material breach of this Agreement, failure to comply with any applicable law, or infringement or violation of any third party’s intellectual property rights; or (b) Customer’s breach or failure to comply with this Agreement or any applicable law or regulation.

9. Limitations of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT JULIAHUB SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, NETWORK DOWNTIME, LOST PROFITS OR LOSS OF DATA) ARISING FROM OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE OR THIS AGREEMENT, OR JULIAHUB’S PRIVACY POLICY EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE TOTAL MAXIMUM LIABILITY OF JULIAHUB FOR ALL LOSSES, COSTS, LIABILITIES OR DAMAGES TO THE CUSTOMER FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER HEREUNDER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO JULIAHUB IN THE SIX (6) MONTHS PRECEDING THE MONTH IN WHICH THE FIRST ACTION IS ALLEGED TO HAVE ARISEN. JULIAHUB IS NOT RESPONSIBLE FOR ANY LOSSES, COSTS, LIABILITIES, OR DAMAGES ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE SOFTWARE. IN ADDITION, IN NO EVENT SHALL JULIAHUB HAVE ANY LIABILITY FOR ANY CLAIM MADE MORE THAN TWO YEARS AFTER THE TERMINATION OF THIS AGREEMENT. THE TERMS OF THIS SECTION 9 (LIMITATIONS OF LIABILITY) FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. JULIAHUB WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR MADE THE LICENSED SOFTWARE AVAILABLE TO CUSTOMER ABSENT THE TERMS OF THIS SECTION 9 (LIMITATIONS OF LIABILITY).

10. Termination.

1. Either party may terminate this Agreement at any time. Upon the termination of this Agreement: (a) all licenses granted to Customer shall terminate; and (b) Customer shall immediately cease using and destroy all copies of the Installable Software in Customer’s possession, custody, or control. JuliaHub may destroy any Customer Data in its possession or control at any time thereafter. All payment obligations accrued prior to the date of termination as well as Sections 4 (Confidential Information), 5 (Intellectual Property), 6 (Content; Customer Data), 7 (Disclaimers of Warranties), 8 (Indemnification), 9 (Limitations of Liability), 10 (Termination), 11 (Governing Law, Arbitration, and Class Action Waiver), and 12 (Miscellaneous) shall survive the expiration or earlier termination, for any reason, of this Agreement.

11. Governing Law, Arbitration, and CLASS ACTION WAIVER.

1. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Massachusetts, without giving effect to conflicts-of-law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

2. This arbitration provision provides for binding arbitration of all Claims by either You or Us against the other if either You or We choose to refer the Claim to arbitration. A “Claim” covered by this provision is any claim, dispute or controversy by either You or Us against the other, arising from or relating in any way to this Agreement, JuliaHub’s privacy policy, or the Licensed Software, our relationship, data collected, accessed, or generated through or in connection with the Licensed Software and the use, disclosure, and other processing of such data, or products or services provided by Us or a third party in connection with this Agreement, including (without limitation) claims, disputes, or controversies based on contract, tort (including intentional torts), fraud, agency, negligence, statutory or regulatory provisions or any other source of law (except as otherwise specifically provided in this Agreement). All issues shall be for the arbitrator to decide except issues related to the scope, enforceability, interpretation, or formation of this arbitration agreement, which shall be for the court to decide.

3. In arbitration, a neutral arbitrator-not a judge or a jury-decides whether to award relief. Procedures are also simpler in arbitration than in court. For example, discovery is more limited. Review of the arbitrator's decision by appeal is also limited (as described below in this arbitration provision). You and We agree that all Claims must be arbitrated on an individual basis between You and us, and not on a class, representative, or any other kind of collective basis. As a result, class actions and other representative or collective basis proceedings are not available for resolution of Claims. Apart from Claims arising from You, no claims may be joined together in the arbitration. The arbitrator shall not have any authority to entertain a claim, or to award any relief, on behalf of or against anyone other than a named party to the arbitration proceeding.

4. TO BE CLEAR, ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT. IN ARBITRATION YOU AND WE WILL NOT HAVE THE RIGHTS THAT ARE PROVIDED IN COURT INCLUDING THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL ARE ALSO LIMITED OR ELIMINATED BY ARBITRATION. ALL OF THESE RIGHTS ARE WAIVED AND ALL CLAIMS MUST BE RESOLVED THROUGH ARBITRATION.

5. If any Claim is advanced in a court, arbitration may be elected under this provision instead, and the right to elect arbitration shall not be deemed to have been waived if the election is made at any time before commencement of trial. Notwithstanding the above, You and We both agree that neither of Us waive or limit our rights to (a) bring an individual action in a U.S. small claims court, (b) bring an individual action that relates to intellectual property rights, or (c) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

6. The arbitration shall be administered by the American Arbitration Association (the “Administrator”). The Administrator provides information about arbitration, its arbitration rules and procedures, fee schedule and claims forms at its website or by mail as set forth above. The arbitration hearing may be conducted in person, by telephone, or based on documents, as appropriate. The Administrator will apply the rules and procedures in effect and applicable to the claim at the time the arbitration is filed. The Claim will be heard before a single arbitrator. The arbitration will not be consolidated with any other arbitration proceedings. The Administrator shall resolve each dispute in accordance with applicable law.

7. If You commence arbitration, You must provide Us the notice required by the Administrator's rules and procedures. The notice may be sent to Us as set forth in Section 12(d) below. If We commence arbitration, We will provide You notice as set forth in Section 12(d) or otherwise at Your last known address. Any in-person arbitration hearing at which You appear will take place at a location within the federal judicial district that includes Your address at the time the Claim is filed. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. No class actions, joinder or consolidation of any Claim with a Claim of any other person or entity shall be allowable in arbitration, without the written consent of both You and us. In the event that there is a dispute about whether limiting arbitration of the parties' dispute to non-class proceedings is enforceable under applicable law, then that question shall be resolved by litigation in a court rather than by the arbitrator; and to the extent it is determined that resolution of a Claim shall proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration.

8. A party can appeal an arbitrator's award pursuant to the AAA's Optional Appellate Arbitration Rules (“Appellate Rules”) within 30 days of the date of the issuance of the arbitrator's award. As specified in the Appellate Rules, a party may appeal on the grounds that the arbitrator's award is based on an error of law that is material and prejudicial; or that the award is based on determinations of fact that are clearly erroneous. As further specified in the Appellate Rules, the decision by the appellate tribunal shall become the final award for purposes of judicial enforcement proceedings. Any final arbitration award will be binding on the named parties and enforceable by any court having jurisdiction. Judgment upon any arbitration award may be entered in any court having jurisdiction. We will pay, or reimburse You for, all fees or costs to the extent required by law or the rules of the arbitration Administrator. Whether or not required by law or such rules, if You prevail at arbitration on any Claim against us, We will reimburse You for any fees paid to the Administrator in connection with the arbitration proceedings. Under no circumstances will We seek from You payment or reimbursement of any fees that We incur in connection with arbitration. If You are required to advance any fees or costs to the arbitration Administrator, but You ask Us to do so in Your stead, We will consider and respond to Your request.

9. This arbitration agreement applies to all Claims now in existence or that may arise in the future, and it survives the assignment or termination of this Agreement and Your account. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by either party to the other under this Agreement.

10. For any Claim for which arbitration is not available, either as set forth above or as a result of this arbitration provision being held unenforceable under applicable law as to a particular Claim brought by one party against the other, then legal proceedings involving only that Claim may be instituted solely in the state and federal courts located in Massachusetts. For all purposes of this Agreement, all parties hereby irrevocably consent to the jurisdiction of such courts over their person and waive any defense based on improper or inconvenient venue or lack of personal jurisdiction.

12. Miscellaneous.

1. Independent Contractor. JuliaHub provides the Licensed Software as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties or between Customer and JuliaHub or its employees, and neither JuliaHub nor any of its employees, shall, in any sense, be considered employees or agents of Customer. No employee of JuliaHub shall be eligible or entitled to any benefits, perquisites or privileges given or extended to Customer employees.

2. Assignment. Customer may not assign this Agreement.

3. Publicity. Customer hereby consents to JuliaHub’s use of Customer’s name, trademarks, and logo on JuliaHub’s website and in other advertising and promotion materials, including press releases, together with a statement of Customer’s status as a Customer of JuliaHub and a general description of the services provided hereunder. Customer agrees to provide a statement to be used in a press release on JuliaHub’s website.

4. Notice. Any notices or consents pursuant to this Agreement shall be in writing and shall be sent to Customer at Customer’s address set forth in the Registration Information and to JuliaHub at 68 Harrison Ave #605, PMB 91487, Boston, MA 02111, Attn: Legal, or at such other address as shall be provided by a Party to the other Party in writing from time to time during the Term. Such notices, consents or other communications shall be deemed to have been duly given and received (i) on the day of delivery if sent by personal delivery, (ii) on the day of delivery if sent by FedEx or other similar express overnight delivery service with confirmation of receipt, or (iii) when delivered, if sent by registered or certified mail (return receipt requested).

5. Entire Agreement. This Agreement sets forth the entire agreement between Customer and JuliaHub pertaining to the subject matter described herein and supersedes in its entirety any and all written or oral agreements previously existing between the Parties with respect to such subject matter. Customer acknowledges and agrees that it has not entered into this Agreement based on any promise or understanding that is not set forth in this Agreement, including with respect to any anticipated features or functionality of any service that may be implemented in the future.

6. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect.

7. Amendment. JuliaHub may update this Agreement at any time in its sole discretion.

8. No Waiver. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such Party to enforce such provision and every other provision.

9. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10. Force Majeure. Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement, other than Customer’s payment obligations, where and to the extent that such failure or delay results from causes outside the reasonable control of such party. Such causes shall include, without limitation, Acts of God or of a public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, catastrophic weather events, terrorist acts, epidemics, quarantine restrictions, civil commotions, denial of service attacks, computer hacking and utility or telecommunications failures.

Last Modified: August 3, 2026