Liminal Partner Ecosystem Program Terms and Conditions

Last modified: March 25, 2024

These Liminal Partner Ecosystem Program Terms and Conditions (these “Terms”) are an agreement between Liminal AI, Inc. (also referred to as “Liminal,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). These Terms take effect when you click an “Accept” button or check a box presented with these Terms indicating your acceptance or, if earlier, when you receive or use any Benefits (the “Effective Date”). You represent and warrant to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent and warrant to us that you have legal authority to bind that entity.

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These Terms govern your participation in the Liminal Partner Ecosystem Program (the “Program”) and your use of all information, data, reports, and other content (collectively “Content”) available through the Program or the Liminal Partner Ecosystem Portal site located at www.liminal.ai/partners (and any successor locations designated by us), as may be updated by us from time to time (the “Partner Portal”).

1. Definitions.

All capitalized terms used in these Terms and defined in the context in which they are used will have the meanings given to them herein. All other terms used in these Terms will have their plain English (U.S.) meaning.

2. Program Overview and Administration.

2.1

Joining the Program. To join the Program, you must complete and submit a Program application through the Partner Portal and be accepted by Liminal into the Program. Acceptance into the Program does not authorize you to resell or sublicense Liminal Offerings or receive commissions for referring business opportunities to Liminal.

2.2

Partner Portal Access. If you are accepted into the Program, you may create an account on the Partner Portal where you can manage your participation in the Program. Except to the extent Liminal is at fault, you are responsible for all activities that occur under your Program account. We may use the information you submit in connection with your Program application and account to send you information about Liminal, the Program, or other items that we think might be of interest to you. Liminal partners with Impartner to provide the Partner Portal and all access to and use of the Partner Portal is subject to the Impartner Master Services Agreement available at https://impartner.com/master-services-agreement/.

2.3

Liminal Code of Conduct. The following sets forth the “Liminal Code of Conduct”: You will at all times:

(a)

conduct your activities in relation to the Program in a professional and competent manner;

(b)

comply with all applicable laws, rules, and regulations, and orders of any governmental authority (collectively, “Laws”);

(c)

procure all approvals, certificates, licenses, permits, or inspections required by Law applicable to your performance under these Terms;

(d)

make no false, misleading, or disparaging representations, warranties, or statements concerning Liminal or any Liminal products, services, or offerings (“Liminal Offerings”);

(e)

refrain from any unethical conduct or any other conduct damaging to the reputation of Liminal or any Liminal Offering;

(f)

not engage in any harmful, false, or deceptive acts or practices;

(g)

not engage in any form of harassing, offensive, discriminatory, or threatening speech or behavior, including but not limited to relating to race, gender, gender identity and expression, national origin, religion, disability, marital status, age, sexual orientation, military or veteran status, or other protected category;

(h)

behave in a way that facilitates a safe and supportive environment for all Program participants;

(i)

not attempt to receive benefits that you are not entitled to at any Liminal events or programs;

(j)

not interfere with the operation of any Liminal events, programs, blogs, online forums, or social media platforms; and

(k)

comply with the instructions of Liminal program staff, and any Liminal blog, online forum, or social media platform moderators.

2.4

Your Materials. You represent and warrant that the use of Your Materials (defined below) by Liminal or any other user does not violate the Liminal Code of Conduct. Liminal reserves the right (but has no obligation) to review any of Your Materials, investigate, or take appropriate action against you in its sole discretion if you violate the Liminal Code of Conduct or otherwise create liability for Liminal or any other person or entity. Such acts may include removing or modifying Your Materials, terminating your account, or reporting you to law enforcement authorities.

3. Additional Agreements.

After you have been accepted into the Program, you may also desire to receive certain additional rights, which may include the right to referring opportunities to Liminal and receive commissions, resell Liminal Offerings, and develop technology in conjunction with Liminal. If you wish to receive any of these rights, you must (1) you must complete and submit an application through the Partner Portal, (2) be accepted by Liminal, and (3) enter into any additional agreements required by Liminal in connection with the additional rights you are requesting to receive (“Additional Agreements”). Any Additional Agreement is in addition to these Terms and, together with these Terms, will govern your exercise of the additional rights granted to you under the Additional Agreement. In the event of a conflict between the terms of these Terms and any Additional Agreement, the terms of the Additional Agreement will control.

4. Benefits and Content Provided by Liminal.

4.1

Program Benefits.

(a)

Generally. As part of the Program, we might invite you to participate in opportunities or provide you with funding or other benefits (collectively, “Benefits”) related to your activities that support usage, promotion, or knowledge of Liminal Offerings (collectively, “Projects”). Your participation in the Program, including any Projects, or your receipt of any Benefits, are governed by these Terms (and any applicable Annexes or Additional Agreements).

(b)

Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project proposal to Liminal (if and as directed by Liminal), (ii) receive Liminal’s approval that you are eligible for such Benefits prior to the Project start date, and (iii) complete the Project in accordance with your Project proposal, in jurisdictions approved by Liminal, and in compliance with these Terms. Benefits are provided by us pursuant to these Terms as determined by Liminal and subject to your compliance with these Terms and any other agreements between you and Liminal (e.g., applicable Annexes or Additional Agreements). If you receive Benefits for which Liminal determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.

(c)

Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by Liminal. Benefits may not be used by your employees or representatives (if any) for their personal benefit.

(d)

Anti-Bribery. Liminal prohibits the paying of bribes to anyone, for any reason. You will not violate or knowingly permit your employees or representatives to violate the foregoing prohibition or any applicable anti-corruption laws, and will immediately notify Liminal if you become aware of any investigation, complaint, litigation, or other proceedings against you or your employees or representatives regarding such violations related to any Project or the Program.

(e)

Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with Law. You will indemnify and hold harmless Liminal and its employees, officers, directors, and representatives from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project except to the extent directly caused by Liminal’s acts or omissions.

5. Program Content.

5.1

Program Content. Liminal may provide or make available to you Content regarding Liminal, the Liminal Offerings, and the Program, including, at Liminal’s discretion, names, logos, trademark, or other identifiers or brand materials, technical information, brochures, promotional literature describing the Liminal Offerings, and other relevant sales and marketing materials(the “Program Content”). As between the parties, all Program Content is owned by Liminal. All Program Content is for your informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Program Content prior to making use of that Program Content. Subject to your compliance with these Terms, Liminal will permit you to access and use the Program Content for the purpose of promoting Liminal and the Liminal Offerings. You will immediately cease use of any Program Content upon notice from Liminal. You shall cooperate with Liminal in facilitating the monitoring and control of the nature and quality of your use of the Program Content. All goodwill associated with any Liminal Content will inure to Liminal.

5.2

Restrictions. You agree that you will not, and will not permit any third party to: (a) modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover the design of operation of the Partner Portal or any Program Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer the Partner Portal or any Program Content; or (c) alter, obscure, or remove any copyright, trademark, or any other branding or notices that are provided on or in connection with the Partner Portal or any Program Content or Liminal Offerings. Liminal has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Program Content. As between the parties, Liminal retains all rights, title, and interest, including all intellectual property rights, in and to the Partner Portal, Program Content, and Liminal Offerings and any additions, improvements, updates, and modifications thereto. Except as set forth in these Terms, you are granted no licenses or rights in or to the Partner Portal or any Program Content or Liminal Offerings, or any intellectual property rights therein or related thereto.

6. Your Materials.

6.1

Your Materials. We may list your name, website, and other general contact information on the Partner Portal. If you provide to us any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (excluding software) (“Your Materials”), then you grant to us a worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable (except as permitted in Section 12.1 (Assignment)) license to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Program. You will ensure you have all rights necessary to grant to Liminal the rights described in this Section 6.1 (Your Materials). Liminal may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials.

6.2

Your Contributions, Submissions, Case Studies, and Software.

(a)

Contributions. If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to Liminal, then you hereby provide to us an irrevocable, perpetual, transferable, sublicensable, worldwide, paid-up, royalty-free license to use the Contributions.

(b)

Case Studies. If you provide any written or recorded case studies or testimonials (“Case Studies”) to Liminal, you authorize Liminal to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for marketing purposes on websites operated by Liminal (including the Partner Portal), on any Liminal video repository on www.YouTube.com, and in commercial presentations.

(c)

Software. If you provide any software to Liminal through your participation in the Program (“Software”), you hereby grant to us a worldwide, royalty-free, non-exclusive license to install, use, and copy the Software, and any and all documentation made available by you related to the Software (“Documentation”), for purposes of conducting testing, demonstrations, or validations as part of the Program, such as using the Software to determine whether you meet certain Program standards or otherwise qualify for Benefits under the Program, or to help you with your Liminal sandbox environments (if any). The foregoing rights may be sublicensed to any third parties as needed to perform services for Liminal in furtherance of such testing, demonstration, or validation purposes. Liminal will not (i) intentionally remove, alter, or obscure any copyright notice or other notice of proprietary rights present in or on any of the Software or Documentation, or (ii) sell, license, lend, or otherwise transfer the Software to any unaffiliated third party (except as set forth above).

(d)

No Obligation. Nothing in these Terms shall be construed to mean that you are required to provide Contributions, Submissions, Case Studies, or Software. You represent and warrant that (i) your Contributions, Submissions, Case Studies, Software, and Documentation do not violate the Liminal Code of Conduct, do not violate any rights of any third party, and are not subject to any license or other terms that grant any rights to Liminal’s materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge, and (ii) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third party.

6.3

Third Party Data and Sales Opportunity Information Provided to Liminal.

6.4

Third Party Data. For purposes of these Terms, “Third Party Data” means any information regarding any third party, including information relating to an identified or identifiable person. If you provide any Third Party Data to Liminal, you represent and warrant that you have received all necessary consents for (a) you to share the Third Party Data with Liminal, and (b) Liminal to process and use the Third Party Data. As reasonably requested, you will provide evidence of such consent and assist Liminal in responding to any inquiry regarding the Third Party Data.

6.5

Sales Opportunity Information. For purposes of these Terms: (i) “Sales Opportunity” means a pre-qualified opportunity with a customer or potential customer; and (ii) “Sales Opportunity Information” means any Sales Opportunity information you submit to Liminal through the Program (or its successor program) as directed by Liminal or the applicable Annex or Additional Agreement. Information independently developed by Liminal or information submitted to Liminal by third parties (including customers or other Liminal Partners) does not constitute Sales Opportunity Information. If you provide Sales Opportunity Information to Liminal, Liminal may use the Sales Opportunity Information for the purpose of marketing and selling Liminal Offerings in connection with your products and services. Liminal will not use Sales Opportunity Information to compete with your products and services.

7. Term; Termination.

7.1

Term. These Terms will commence on the Effective Date and will remain in effect until terminated under this Section 7 (Term; Termination) (the “Term”).

7.2

Termination. Either party can terminate these Terms: (a) for convenience by providing 30 days’ prior written notice; (b) immediately upon written notice if the other party is in material breach of these Terms and fails to cure within 10 days of a written cure notice; or (c) immediately upon written notice in order to comply with the law or requests of governmental entities. Liminal may immediately terminate these Terms or your participation in any aspect of the Program (such as a downgrade in Program tier as described on the Partner Portal) upon written notice to you if your participation in the Program violate the Code of Conduct or otherwise subject us to material harm.

7.3

Effect of Termination. Upon the expiration or termination of these Terms (a) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Materials (as defined in Section 8 (Disclaimers) below) in your possession, (b) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner” (including as any Program Type), and (c) Sections 3 (Additional Agreements), 2 (Program Overview and Administration), 4 (Benefits and Content Provided by Liminal), 5 (Program Content), 6 (Your Materials), 7 (Term; Termination), 8 (Disclaimers), 9 (Limitations of Liability), 10 (Confidentiality), 11 (Modifications), and 12 (Miscellaneous) will continue to apply in accordance with their terms.

8. Disclaimers.

THE PROGRAM AND THE PROGRAM CONTENT, THIRD PARTY DATA, AND ANY BENEFITS OR OTHER MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM OR PARTNER PORTAL (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE (1) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (2) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (A) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (B) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (C) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

9. Limitations of Liability.

WE WILL NOT HAVE LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, IN CONNECTION WITH: (1) YOUR PARTICIPATION IN THE PROGRAM; (2) YOUR USE OF MATERIALS; OR (3) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR THE PROGRAM. IN ANY CASE, THE AGGREGATE LIABILITY OF LIMINAL IN CONNECTION WITH THESE TERMS AND THE PROGRAM WILL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF ANY FEES PAID BY YOU TO US HEREUNDER (E.G., FOR YOUR PARTICIPATION IN THE PROGRAM OR FOR YOUR ACCESS TO OR USE OF THE PARTNER PORTAL) DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE, AND (B) $5,000. THE LIMITATIONS IN THIS SECTION 8 (LIMITATIONS OF LIABILITY) APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT APPLY TO LOSSES CAUSED BY OUR GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT.

10. Confidentiality.

Each party (“Recipient”) may receive Confidential Information from the other party (“Discloser”) during the Term of these Terms. Each Recipient agrees to: (1) hold the Confidential Information in strict confidence; (2) not use the Confidential Information for any purpose other than fulfilling its obligations under these Terms; (3) not disclose the Confidential Information to any third party without Discloser’s prior written consent; and (4) limit access to the Confidential Information to those of its employees (if any) having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations, at least as restrictive as those contained herein. For purposes of these Terms, “Confidential Information” means all information regarding a party’s business or affairs, including customer information, marketing information, financial information, data (including software code), business concepts, business strategy, processes, methods, systems, know-how, devices, formulas, product specifications, marketing methods, prices, and customer lists, whether in oral, written, or electronic form, that is either: (a) designated as confidential; (b) of a nature such that a reasonable person would recognize it as confidential; or (c) disclosed under circumstances such that a reasonable person would know it is confidential. The terms and conditions of these Terms shall constitute the Confidential Information of each of the parties. The following information will not be considered Confidential Information: (i) information that is publicly available through no fault of the party that was obligated to keep it confidential; (ii) information that was known by a party prior to commencement of discussions regarding the subject matter of these Terms; (iii) information that was independently developed by a party; and (iv) information rightfully disclosed to a party by a third party without continuing restrictions on its use or disclosure. Each Recipient may disclose the Confidential Information solely to the extent necessary to comply with an order or requirement of a judicial or administrative process, provided that Recipient promptly notifies Discloser (if lawful) and furnishes reasonable cooperation to the Discloser in its efforts to challenge, limit, or seek confidential protection under any such compelled disclosure. Each Recipient will return to Discloser, or destroy (if requested), all of Discloser’s Confidential Information in Recipient’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon Discloser’s written request or the expiration or termination of these Terms. The Recipient shall be responsible for any breach of this Section by its employees.

11. Modifications.

We may, at any time, (1) change or discontinue all or any part of the Program, or (2) modify these Terms by posting a revised version on the Partner Portal or by otherwise notifying you in accordance with Section 12.9 (Notices). Modified Terms will become effective upon posting or, if we notify you by email, as stated in the email message. If we modify these Terms in a way that is materially adverse to you (as reasonably determined by Liminal), we will give you at least 30 days’ prior notice of the modification by email or a reasonably substitutable alternative means. By continuing to participate in the Program or access or use the Partner Portal after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the Partner Portal regularly for modifications to these Terms. We last modified these Terms on the “Last Updated” date listed at the beginning of these Terms.

12. Miscellaneous.

12.1

Assignment. You will not assign or otherwise transfer these Terms or any of your rights or obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 12.1 (Assignment) will be null and void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Liminal as a party to these Terms and Liminal is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.

12.2

Entire Agreement. Except to the extent otherwise provided in Section 3 (Additional Agreements), these Terms (a) are the entire agreement between you and Liminal regarding the subject matter of these Terms, and (b) supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Liminal, whether written or verbal, regarding such subject matter.

12.3

Interpretation. In these Terms: (a) any headings are for reference purposes only and shall not be used in the construction and interpretation of these Terms; (b) whenever required by the context, the singular shall include the plural, the plural number shall include the singular, and the gender of any pronoun shall include all genders; (c) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (d) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (e) a monetary amount is in U.S. dollars; and (f) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms.

12.4

Force Majeure. Neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including acts of god, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, epidemics, or pandemics.

12.5

Governing Law. These Terms will be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to its choice of law rules. The parties hereby irrevocably submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts nearest to Denver, Colorado in any litigation arising out of these Terms.

12.6

Trade Compliance. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control.

12.7

Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “Liminal Partner” or “partner of Liminal” (or similar terms) refers solely to membership in the Program. You will not make any representations, warranties, or guarantees to any third party on behalf of Liminal. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude Liminal or you from entering into similar agreements with third parties. Both parties reserve the right to (a) develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third-party developers or systems integrators who might offer products or services which compete with the other party’s products or services.

12.8

Publicity. You will not issue any press release or make any other public communication regarding your participation in the Program without our prior written consent. Nothing in these Terms modifies or supersedes any nondisclosure agreement between you and Liminal.

12.9

Notices. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Liminal by postal mail to the address for Liminal listed on the Partner Portal or Liminal’s website. Liminal may provide you with any notices required or allowed under these Terms by sending you an email to any email address you provide to Liminal in connection with your Partner account or Program application, provided that in the case of any notice applicable both to you and other users of the Partner Portal, Liminal may instead provide such notice by posting on the Partner Portal. Notices provided to Liminal will be deemed given when actually received by Liminal. Notice provided to you will be deemed given 24 hours after posting to the Partner Portal or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

12.10

No Third Party Beneficiaries. Except as provided in Section 4.1(e) (Responsibility), these Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.

12.11

No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

12.12

Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.

12.13

Ratings. Liminal may use mechanisms that rate, or allow customers to rate, your products or services, and may make these ratings publicly available.