Terms of Use

1. Acceptance of Terms

Welcome to Halagon. These Terms of Use (“Terms”) govern your access to and use of the Halagon website located at halagon.com (the “Site”) and any related services, features, content, or applications offered by Halagon, Inc. (“Halagon,” “we,” “us,” or “our”).

By accessing or using our Site and services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site or services. We reserve the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting on the Site.

2. Eligibility

You must be at least 18 years of age to use our Site and services. By using our Site and services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Description of Services

Halagon provides a decisional AI platform for logistics operations. Our services include:

• Data infrastructure and integration services that unify operational data across logistics systems
• Process intelligence capabilities that build digital twins of logistics operations
• Machine learning models and optimization solvers for operational decision-making
• Implementation and execution of optimized decisions through connected systems
• Monitoring, observability, and continuous improvement tools

Access to certain features of our services may require a separate subscription agreement and payment of fees.

4. User Accounts

To access certain features of our services, you may be required to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or use of your account

We reserve the right to suspend or terminate your account if any information provided is inaccurate, false, or violates these Terms.

5. Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by Halagon, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Site and services for their intended purposes, subject to these Terms. This license does not include the right to: (a) modify or copy our materials; (b) use the materials for any commercial purpose without our express written consent; (c) attempt to reverse engineer any software contained on the Site; (d) remove any copyright or other proprietary notations; or (e) transfer the materials to another person or “mirror” the materials on any other server.

6. User Conduct

You agree not to use the Site or services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable
• To impersonate or attempt to impersonate Halagon, a Halagon employee, another user, or any other person or entity
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site or services
• To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or services
• To use any robot, spider, or other automatic device, process, or means to access the Site for any purpose

7. Confidentiality

In the course of using our services, you may share confidential information with us, and we may share confidential information with you. Each party agrees to protect the other's confidential information using the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is rightfully obtained from a third party.

8. Customer Data

You retain all rights, title, and interest in and to any data, information, or content that you provide to us in connection with your use of our services (“Customer Data”). You grant Halagon a non-exclusive, worldwide, royalty-free license to use, process, and display Customer Data solely to provide and improve our services.

You represent and warrant that you have all rights necessary to provide Customer Data to us and that your provision of Customer Data does not violate any applicable laws or third-party rights.

9. Third-Party Links and Services

The Site may contain links to third-party websites or services that are not owned or controlled by Halagon. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Halagon shall not be responsible or liable for any damage or loss caused by your use of any such third-party websites or services.

10. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HALAGON DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HALAGON DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HALAGON, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE OR SERVICES. THE TOTAL LIABILITY OF HALAGON FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO HALAGON IN THE TWELVE MONTHS PRIOR TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

12. Indemnification

You agree to defend, indemnify, and hold harmless Halagon, its directors, employees, partners, agents, suppliers, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site or services.

13. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with applicable laws. Any legal action or proceeding arising under these Terms shall be brought exclusively in the appropriate courts, and you hereby consent to personal jurisdiction and venue therein.

14. Termination

We may terminate or suspend your access to the Site and services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Site and services will cease immediately. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

15. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Site and services after any revisions become effective, you agree to be bound by the revised terms.

16. Contact Information

If you have any questions about these Terms, please contact us at: