1. Purpose
These Terms of Use (the “Terms”) govern access to and use of AInomics™ for Executives™ (the “Product”) and establish the respective rights and obligations of AInomics LLC (“AInomics”) and the person or entity acquiring the Product (the “Licensee”). The Product is a proprietary executive education and decision-support framework for Enterprise AI.
2. The Parties
These Terms constitute a binding agreement between AInomics and the Licensee. AInomics and the Licensee may each be referred to individually as a “Party” and collectively as the “Parties.” A Licensee may be either: (a) an individual acquiring the Product for that individual’s personal business or educational use (an “Individual Licensee”); or (b) a legal entity acquiring the Product for its internal business use (an “Organization”). An individual accepting these Terms on behalf of an Organization represents and warrants that the individual has authority to bind the Organization.
3. Acceptance
By clicking “I Agree,” accessing the Product, or using the Product, the Licensee accepts these Terms. If an individual purports to accept these Terms on behalf of an Organization but does not have authority to bind the Organization, the individual shall not click “I Agree,” access the Product, or use the Product on the Organization’s behalf.
4. Grant of Rights
Upon payment of the applicable fee, AInomics grants the Licensee a perpetual, non-exclusive, non-transferable right to use the Product as follows: (a) an Individual Licensee may use the Product solely for that individual’s personal business or educational purposes; and (b) an Organization may use the Product solely for its internal business purposes through its employees and contractors acting solely on its behalf. There is no per-seat limitation for an Organization. No ownership interest in the Product is transferred.
5. Transfer Restrictions
The rights granted under these Terms are personal to the Licensee and may not be assigned, delegated, sublicensed, transferred, sold, resold, pledged, encumbered, devised, inherited, conveyed, or otherwise disposed of, voluntarily, involuntarily, by operation of law, merger, consolidation, reorganization, sale of assets, or otherwise, without the prior written consent of AInomics. In the case of an Organization, parent entities, subsidiaries, affiliates, successors, joint ventures, and other related entities are not licensed unless expressly identified in writing by AInomics. In the case of an Individual Licensee, no other individual, employer, business, household member, estate, heir, or successor acquires any right to use the Product by reason of the Individual Licensee’s purchase, employment, relationship, death, incapacity, or other circumstance.
6. Permitted Use
An Individual Licensee may access, display, print, download, and reproduce reasonable portions of the Product solely for that individual’s personal business or educational use. An Organization may access, display, print, download, and internally reproduce reasonable portions of the Product for internal education, planning, governance, and decision-support purposes. An Organization may incorporate limited portions of the Product into internal work product, provided that all proprietary notices are preserved and the use does not create or support a competing commercial offering.
7. Prohibited Use
The Licensee shall not: (a) distribute the Product outside the scope of the rights granted under these Terms; (b) publish or post the Product publicly; (c) resell, sublicense, rent, lease, lend, or otherwise make the Product available to third parties; (d) create or market a competing educational, training, consulting, or decision-support product derived primarily from the Product; (e) remove, obscure, or alter proprietary notices; (f) permit unauthorized access; or (g) use the Product unlawfully. An Individual Licensee shall not make the Product available for use by any other person or entity. An Organization shall not make the Product available outside the Organization except to contractors acting solely on its behalf.
8. Intellectual Property
The Product, including all copyrights, trademarks, trade dress, trade secrets, methodologies, frameworks, text, graphics, layouts, Operating Artifacts, and related intellectual property, is owned exclusively by AInomics or its licensors. Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to the Product is transferred.
9. Reservation of Rights
AInomics reserves all rights not expressly granted in these Terms. No rights are granted by implication, estoppel, waiver, course of dealing, or otherwise.
10. Updates
Upon request by the Licensee, AInomics will provide generally released updates to the purchased Product for three (3) years following the original purchase date. This commitment applies only to updates to the purchased Product and does not include new products, substantially revised editions, separately licensed offerings, consulting services, implementation services, or custom development.
11. Feedback
If the Licensee voluntarily provides suggestions, recommendations, corrections, comments, or other feedback concerning the Product, AInomics may use and incorporate that feedback without restriction or obligation. No ownership interest in the Product is transferred by reason of such feedback.
12. Educational Purpose; No Professional Advice
The Product is provided solely for educational and decision-support purposes. It does not constitute legal, accounting, tax, investment, regulatory, engineering, cybersecurity, or other professional advice. The Licensee remains solely responsible for its or the individual’s decisions, actions, implementations, governance, and compliance obligations, as applicable.
13. Confidentiality and Protection of the Product
The Licensee acknowledges that the Product contains proprietary and confidential information. The Licensee shall use commercially reasonable safeguards to prevent unauthorized access, disclosure, copying, or misuse of the Product.
14. Limited Warranty
AInomics warrants that, when used as intended, the Product will substantially conform to its accompanying documentation. The Licensee’s exclusive remedy for breach of this limited warranty shall be, at AInomics’ option, correction, replacement, or refund of the amount paid for the Product.
15. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AINOMICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AINOMICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AINOMICS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCT OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE PRODUCT.
17. Equitable Relief
The Licensee acknowledges that unauthorized use or disclosure of the Product may cause irreparable harm for which monetary damages may be inadequate. AInomics may seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.
18. Assignment by AInomics
AInomics may assign these Terms, in whole or in part, in connection with a merger, reorganization, sale of substantially all of its assets, or other corporate transaction involving the Product.
19. Changes to These Terms
AInomics may revise these Terms prospectively. Revised Terms will apply to future purchases, future releases, or updates accepted by the Licensee. No revision will retroactively reduce rights already granted for the purchased Product without the Licensee’s express agreement.
20. Survival
The provisions concerning Intellectual Property, Reservation of Rights, Transfer Restrictions, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Equitable Relief, Governing Law, and any accrued rights or obligations shall survive expiration or termination of these Terms.
21. Waiver
A Party’s failure or delay in enforcing any provision of these Terms shall not constitute a waiver of that provision or of any other provision.
22. Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.
23. Governing Law and Venue
These Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Texas.
24. Entire Agreement
These Terms constitute the entire agreement between the Parties concerning the Product and supersede all prior or contemporaneous discussions, communications, proposals, representations, or understandings concerning the Product.