Lyceum Technologies Terms & Conditions

1.1 Right to use the Service(s) excluding AI Assist: Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, non-transferable, revocable right to access and use the Services excluding AI Assist for Your internal business purposes in accordance with the Subscription Plan.

1.2 Right to use AI Assist: If You have chosen to use AI Assist as part of the Subscription Plan, You shall have the limited, non-transferable, non-exclusive, non-sublicensable right to use AI Assist to generate content for Customer Content(s) for Your internal business purposes. The Supplemental Terms under Clause 14 of these Terms shall apply to Your use of AI Assist, in addition to the rest of these Terms.

2.1 Lyceum offers the Services through Lyceum's online proprietary technology platform, named "HippoRev" through Our Website. The Services shall be inclusive of HippoRev web applications, integrations, and any other connected applications.

2.2 Lyceum reserves the right to enhance or modify features of the Services at any time, but will try not to materially reduce core functionality. Any enhancements, new features, or updates ("Updates") to the Services are also subject to these Terms.

3.1 Each User shall be identified using unique login information such as usernames and passwords ("User Login") and such User Login shall be used only by one individual.

3.2 Acceptable Use of Service(s): You agree not to:

1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms;
2. modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks;
3. use the Services to Process Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person's privacy rights, export control laws/regulations;
4. use the Services to store or transmit any content that infringes upon any person's intellectual property rights or is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory;
5. use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software;
6. use the Services for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages;
7. "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services (through use of manual or automated means);
8. access the Service(s) for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Service(s);
9. use, further share or modify Customer Content to create risks to a person's safety or health, for any unlawful, defamatory, disparaging, libelous, threatening, pornographic, harassing, hateful, religiously, racially or ethnically offensive purpose.

4.1 Services: Except for the rights granted to You under Clause 1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how shall belong to and remain exclusively with Lyceum.

4.2 Feedback: Lyceum shall have a right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.

4.3 Customer IP: You own all rights, title and interests in and to the Customer Data and Customer Content. You hereby grant Lyceum an irrevocable, perpetual, non-exclusive, transferable, and a worldwide license (with the right to sublicense) to use, copy, publish, stream, store, retain, publicly perform or display, transmit, scan, reformat, modify, edit, frame, translate, excerpt, adapt and distribute Customer Data and Customer Content solely for the purpose of providing, maintaining and improving the Services.

5.1 Lyceum may provide integration of Services with any Third-Party Services. In such a scenario, the features and functionalities of the Services may rely on the accuracy of the data provided by such third parties and proper functioning of such third-party systems. Lyceum shall not be liable for any failure of the features and functionalities of the Software arising out of such inconsistencies, failures of the third-party systems.

5.2 You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that Lyceum shall not be liable for Your enablement, access or use of such Third-Party Services, including Processing of Customer Data by such third-party.

5.3 Google Workspace Data Usage: Lyceum does not use any data from Google Workspace APIs to develop, improve, or train generalized or non-personalized AI or machine learning models. Lyceum's use of Google user data, if any, is strictly limited to providing and enhancing the specific services requested by the Customer.

6.1 All charges associated with Your Account ("Subscription Charges") shall be as set forth in the Subscription Plan opted by You. All Subscription Charges are due in full and payable in advance when You subscribe to the Services.

6.2 The Subscription Charges for access and use of the Service will be billed to Your credit card, provided during the registration process, at the beginning of every month/quarter/year as chosen by You in the applicable Subscription Plan.

6.3 You hereby authorize Lyceum or Lyceum's authorized agents, as applicable, to bill You upon Your subscription to the Services (and any renewal thereof) to Your credit card or any other payment instrument.

6.4 All Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by You.

6.5 Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

7.1 The Subscription Term shall be set forth in the Subscription Plan.

7.2 Termination by You: You may terminate the subscription to the Services at any time which would be effective at the end of the active subscription period. You may terminate one or more of the Account(s) in the event Lyceum materially breaches these Terms, provided that You provide advance notice of such breach to Lyceum and afford Lyceum not less than thirty (30) days to cure such breach.

7.3 Suspension and Termination by Lyceum: In addition to suspension for late payment or non-payment of Subscription Charges, Lyceum may suspend Your access to and use of Your Account or the Services if You are in violation of these Terms.

7.4 Effect of Terminating Your Account: Following the termination of Your Account either by You or Lyceum, You may export Customer Data and Customer Content from the Services within thirty (30) days of effective termination of Your Account ("Data Retention Period"), beyond which period Lyceum may delete all Customer Data and Customer Content.

8.1 If You choose or are provided with a User identification code, login, password, or any other piece of information as part of Lyceum's security procedures, You must treat such information as confidential. You must not disclose it to any third party.

8.2 Confidentiality obligations: Each of the Parties will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care.

9.1 You understand and acknowledge that, in connection with the use of the Services, Lyceum Processes any Personal Data of the Users for creation of account and authentication into the Service, respond to support requests or to send them promotional communication about the Service(s) in accordance with HippoRev's Privacy Policy available at https://hipporev.ai/privacy_policy

9.2 Lyceum shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the data.

9.3 Lyceum shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Personal Data processed by Lyceum.

10.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

10.2 YOU ACKNOWLEDGE THAT LYCEUM DOES NOT WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND LYCEUM'S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYCEUM'S AGGREGATE LIABILITY RELATING TO THE SERVICE WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICE(S) TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY CUSTOMER PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

You will indemnify and hold Lyceum harmless against any claim brought by a third party against Lyceum, and its respective employees, officers, directors and agents arising from Your acts or omissions in connection with Clause 3 of these Terms provided that (a) Lyceum promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such claim; and (c) Lyceum fully cooperates with You in connection therewith.

13.1 Entire Agreement and Revisions: These Terms and online policies incorporated herein by reference, contains the entire agreement and understanding of the Parties. Lyceum may amend or change these Terms at any time with 10 days notice.

13.2 Assignment: You may not directly or indirectly, assign all or any part of these Terms without the prior written consent of Lyceum.

13.3 Notices: All notices from Lyceum under these Terms may be delivered by electronic mail. Lyceum's address for notice is team@hipporev.ai

13.4 Governing Law and Jurisdiction: The Terms shall be governed under the laws of the State of Delaware, U.S.A., and the courts in State of Delaware, New Castle County, shall have exclusive jurisdiction over all matters arising under these Terms.

These terms apply to Your access and use of AI Assist features.

Definitions:

• "Input" refers to any Customer Data transmitted to the Service(s), through Your Account, to be processed by AI Assist.
• "Output" refers to any output generated and returned to You or the User based on the Input.
• "AI Assist" shall mean any machine learning capability or functionality made available by Lyceum, including any AI-powered features.

Acceptable Use: You are solely responsible for the usage of the Output, including complying with applicable laws and refraining from misleading any person that the Output was solely human-generated.

Disclaimer: YOU ACKNOWLEDGE THAT OUTPUT IS GENERATED BY MACHINE LEARNING CAPABILITIES AND THAT LYCEUM MAKES NO WARRANTY OR GUARANTEE AS TO THE UNIQUENESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE OUTPUT.

Account means an account or instance established for You to use or access the Service.

Customer Data means all electronic data including Personal Data, information, text, pictures, sound, video, graphic which is owned or licensed by You that has been submitted to the Services.

Customer Content(s) means any content including proposals, videos and/or images created by You using the Service(s).

Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services.

Services shall mean services offered by Lyceum including HippoRev and other features and/or tools including but not limited to hotel sales automation, RFP response automation, lead capture, engagement tracking, and any new services that Lyceum may introduce.