Terms of Service

1. Service Delivery. Subject to these Beta Terms of Service (the “Terms of Service”), Abell Labs LLC, (“Abell”) [will make certain limited features of the web based Abell Service] available at [https://app.abellfi.com/], (the “Services”) available at no cost to the customer (“Customer”) [for the period of time determined by Abell] (the “Term”). Each of Customer and Abell may be referred to as a “Party” or, collectively, the “Parties”. Customer will be able to access the Service at [https://app.abellfi.com/]. Customer will be responsible for creating an account pursuant to any directions provided by Abell (“Account”). Customer must maintain the confidentiality of their Account and log-in credentials and must not share any Account information or log-in credentials with any other entity or individual. Customer is responsible for all activities and actions that occur under its Account. If Abell has reasonable grounds to suspect that Customer is misusing the Beta Material (as defined in Section 2) or its Account, Abell reserves the right to suspend or terminate the Account. All information provided through each Account will be stored and used in accordance with Abell’s Privacy Policy and these Terms of Service. Although Abell has no obligation to provide support, Abell may, in its sole discretion, provide Customer with reasonable assistance with and support of the Services.

2. Grant of Rights. Abell hereby grants Customer, during the Term, a limited, non-exclusive, non-sublicenseable, non-transferable license to access and use the Services and any associated documentation solely for Customer’s internal evaluation purposes to determine the usability, desirability, functionality, and compatibility of the Services for Customer’s individual investment purposes. These Terms of Service do not provide a commercial license and any continued access to the Services, documentation related to the Services, or Abell Confidential Information, as defined in Section 7 of these Terms of Service (collectively, the “Beta Material”) after the Term. Customer’s access to the Beta Material after the Term (if any) is subject to the Parties entering into and executing a new agreement for the use of the Service with Abell on those terms provided by Abell. Immediately upon the expiration of the Term, Customer must cease all use of the Beta Materials unless Customer has executed such agreement.

3. AI Features. In response to Customer’s actions, prompts, questions, inputs, and other information that Customer provides through its use of or access the Service, (“Input”) together with AI-powered products and tools, including chatbots or concierge (“AI Features”), may generate new or revised content, materials, or suggestions (“Output”). Customer acknowledges that the Outputs are based on its Inputs and that Abell has no control over any such Inputs. Accordingly, all Outputs are provided “AS IS”, “WHERE IS" and with “ALL FAULTS”, and Abell makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability, or with respect to the ability for Outputs or Inputs to be protected by intellectual property rights under any laws, rules, or regulations. Customer is solely responsible for its use of Outputs created through its use of the Service and Customer assumes all risks associated with its use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure.

4. Third Party Services. The Service may (a) use AI Features offered by third parties, (b) contain links to third party websites or applications, and (c) require Customer’s use of and/or integration with third party Services as determined by Abell (“Third Party Services”). Abell has no control over these Third-Party Services or their content, and does not assume responsibility or liability for any content, opinions, or material available on them. Third Party Services may include websites operated by third parties that Abell engages to provide certain services to Customer on Abell’s behalf. The Service may also contain data or other materials that are made available by third parties, or content that are based on such third party data or other materials. Abell does not own or control these Third Party Services or the content and materials contained therein. Abell expressly disclaims, and does not assume, any responsibility or liability for any Third Party Services, or any content, opinions, or material available on Third Party Services, or such Third Party Services’ privacy practices with respect to information that Customer provide via the Third Party Services. Abell does not endorse the content of any Third Party Services or represent or warrant that a Third Party Service is or will be free of computer viruses or other harmful code that can impact Customer’s computer or other web-access device. Abell encourages the review of any Third Party Service's terms of use and privacy policy as those, and not the Terms of Service, are applicable to the use of such Third Party Service and any information that they collect.

5. No Implied Rights. Nothing in these Terms of Service shall be construed to grant either Party any rights other than those expressly provided herein. Any rights granted to a Party under these Terms of Service must be expressly provided herein, and there shall be no implied rights pursuant to these Terms of Service, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted herein are reserved.

6. Ownership. As between the Parties, the Beta Material (and all associated intellectual property rights) is the sole property of Abell and, except for the limited license expressly granted in these Terms of Service, Customer has any other rights in or to the Beta Material.

7. Feedback. The term “Feedback” means suggestions, ideas, feature requests, error descriptions, and recommendations made by Customer relating to the Beta Materials or other elements of Abell’s business. Customer agrees that all Feedback is and shall become the property of Abell, and Customer hereby assigns all its rights in and to the Feedback (including associated intellectual property rights) to Abell. All Feedback constitutes Abell Confidential Information. For the avoidance of doubt, Customer shall not acquire any ownership rights in the Beta Material, or in any associated intellectual property rights, including on account of Customer performance under these Terms of Service and even if Abell uses Feedback in connection with the Beta Materials, future product offerings, or otherwise.

8. Use and Restrictions. Customer is responsible and liable for all access and use of the Beta Material, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Customer expressly agrees that Abell shall have no obligation to protect or back-up any data Customer uses in connection with its use of the Beta Material. Customer shall not: (a) demonstrate, copy, sell, or market the Beta Material; (b) publish or otherwise disclose information relating to performance or quality of the Beta Material to any third party; (c) modify, reuse, disassemble, decompile, reverse engineer, or otherwise translate the Beta Material; (d) submit any sensitive personal information or the personal data of students through its use of the Beta Materials; (e) use the Beta Materials for any unlawful or discriminatory purposes or for the promotion of illegal activities (f) interfere or attempt to interfere with the proper functioning of the Beta Materials; (g) make any automated use of the Beta Materials; (h) bypass any robot exclusion headers or other measures we take to restrict access to the Beta Materials, or use any software, technology, or device to scrape, spider, or crawl the Beta Materials or harvest or manipulate data; or (i) circumvent, disable or otherwise interfere with any security-related features of the Beta Materials or features that prevent or restrict use or copying of content, or enforce limitations on use of the Services or the content accessible via the Services.

9. Confidentiality. The term “Confidential Information” means all information Customer accesses or receives from Abell pursuant to these Terms of Service or any demonstration related to the Services, whether oral or in writing (including electronic transmission) concerning Abell’s business, technology, finances, Customers or prospective Customers, investors or prospective investors, security, plans, methods, research and development, prototypes, software, books and records, and other similar information and materials: (a) that is designated as “Confidential” or “Proprietary” by Abell, or (b) that by the nature of the circumstances surrounding disclosure, or the information itself, should be treated as confidential. Customer shall be entitled to disclose such Confidential Information on a need-to-know basis to its employees, agents, and subcontractors provided such employees, agents, and subcontractors are bound by non-disclosure and confidentiality obligations no less protective than those set out in these Terms of Service. Customer shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own Confidential Information, but shall not use less than reasonable care and diligence. Customer shall be permitted to disclose Confidential Information in the event that a subpoena, discovery request, court order, or any other type of request or requirement of a governmental body (with requisite jurisdiction) or other applicable law requires that such Confidential Information be produced or disclosed, provided Customer (unless expressly prohibited by the governmental body) gives Abell notice of such requirement and cooperates with Abell in seeking a protective order or other applicable relief.

10. Statistical and Customer Data. Abell shall be entitled to collect, compile, analyze, and otherwise use and exploit statistical data related to the use of the Beta Material, without restrictions (“Statistical Data”). The term “Customer Data” means the Statistical Data, together with any content, materials, data and information that Customer provides, inputs, or submits into the Services or otherwise provides to Abell or to which Abell access through Customer’s use of the Services. Customer hereby grants to Abell a perpetual, irrevocable, non-exclusive, sublicensable, assignable, royalty free license to the use and otherwise exploit the Customer Data and derivatives thereof for Abell’s internal business purposes and to improve, further develop, enhance and provide the Services or other service or product offerings. No compensation shall be paid by Abell with respect to its use of the Statistical Data or Customer Data. Customer represents and warrants that Customer owns or has obtained all rights, consents, permissions, or licenses necessary to submit the Customer Data through the Beta Materials and to allow access to, or possession, manipulation, processing, or use of the Customer Data by Abell. Customer further represents and warrants that the Customer Data does not contain any sensitive personal data.

11. Disclaimer of Warranties. Customer agrees that: (a) its access to and use of the Beta Materials, including any associated Third Party Services and AI Features, is at its own sole risk; (b) the Beta Materials, Third Party Services, and AI Features may have errors, be incomplete, and may produce unexpected results or otherwise damage users’ device; and (c) Abell has the right, in its sole discretion, to add, delete, or modify any features or functionality of the Beta Material at any time and without any obligation or liability to Customer. THE BETA MATERIALS, THIRD PARTY SERVICES, AI FEATURES, AND ALL ABELL PERFORMANCE OBLIGATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ABELL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

12. Indemnification. Customer shall defend, indemnify, and hold Abell and its affiliates and their respective officers, directors, employees, licensors, and agents harmless from and against any third party claim, action, suit, or proceeding arising out of or related to (a) Customer Data; (b) Customer’s use of the Beta Material in a manner not authorized or contemplated by these Terms of Service; (c) any Account; or (d) Customer’s actions with relation to the Beta Material.

13. Limitation of Liability. ABELL AND ITS LICENSORS WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO THE BETA MATERIALS, THIRD PARTY SERVICE, AI FEATURES OR ANY SUBJECT MATTER RELATED TO THESE TERMS OF SERVICE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (a) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (b) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS PROFITS, EVEN IF ABELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (c) AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE IN AN AMOUNT GREATER THAN THE AMOUNT PAID TO ABELL BY CUSTOMER UNDER THESE TERMS OF SERVICE.

14. Termination. Either Party may terminate these Terms of Service for any reason (or no reason) prior to the expiration of the Term by providing the other Party written notice of its intent to terminate and the effective date of such termination. The expiration or termination of these Terms of Service shall not affect any obligation that accrued prior to such expiration or termination. Immediately upon termination or expiration of these Terms of Service: (a) Abell shall cease providing the Beta Materials to Customer; (b) all of Customer’s licenses and access rights shall end; (c) Customer shall return or permanently destroy all Confidential Information and certify the same in writing upon request from Abell; and (d) Customer shall, to the extent applicable (i) return any Services to Abell that consist of software in a tangible medium, and (ii) delete all copies of the Service (if the Service is software). If any Services are not returned or destroyed in accordance with this Section, then Customer shall be liable for, and shall immediately pay to Abell, any costs assessed by Abell for continued access of such Services.

15. Survival. Any right or obligation intended to survive, including the following Sections, shall survive any termination or expiration of these Terms of Service: (a) Error! Reference source not found. (No Implied Rights); (b) Error! Reference source not found. (Ownership); (c) Error! Reference source not found. (Feedback); (d) Error! Reference source not found. (Confidentiality); (e) 8 (Statistical and Customer Data); (f) Error! Reference source not found. (Disclaimer of Warranties); (g) Error! Reference source not found. (Indemnification); (h) Error! Reference source not found. (Limit of Liability); and (i) Error! Reference source not found. (General).

16. General. These Terms of Service shall be governed in all respects by the laws of the State of [Florida], without giving effect to its conflicts of law provisions. The Parties submit to the personal jurisdiction of and venue in, the state and federal courts in the State of [Florida]. The Parties further agree that any cause of action arising under these Terms of Service shall exclusively be brought in such courts. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Abell’s failure to act with respect to a breach by Customer or others does not waive Abell’s right to act with respect to subsequent or similar breaches.