TERMS OF CONDITIONS

Article 1: Parties and Definitions

1.1. Service Provider

Heylean International, Inc., located at 651 N Broad St. Suite 206, Middletown, Delaware, 19709, United States, hereinafter referred to as “Heylean,” “the Company,” “We,” “Our,” “Us,” or “Service Provider.”

1.2. User

Any individual or legal entity, company, organization, or institution that accesses, uses, or intends to use the services provided by Heylean International, Inc., hereinafter referred to as “You,” “Your,” “User,” “Customer,” “Visitor,” or “Party Using the Services.”

1.3. Definitions

• Agreement: These Terms of Conditions and all incorporated Related Policies.
• Services: All websites, software, platforms, APIs, documentation, and all other products and services offered by Heylean.
• Related Policies: Heylean's Privacy Policy, Acceptable Use Policy and any other policies and notices that may be published from time to time.
• Affiliate: Any legal entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Confidential Information: Any commercial, technical, or operational information that is not public knowledge and is accessed through the Services.
• Intellectual Property: Copyrights, patents, trademarks, trade secrets, and all other proprietary rights.
• User Content: Any data or material uploaded, submitted, or created by the User on the Services.
• Sanctioned Person/Entity: Any person or entity included on sanctions lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or the United Kingdom.
• Sanctioned Territory: A country or region subject to comprehensive embargoes by the U.S. or international law, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

Article 2: Acceptance of the Agreement

2.1. Binding Acceptance

By using the Services, you represent and warrant that you have read, understood, and irrevocably agree to all terms and conditions of this Agreement.

2.2. Acceptance of Related Policies

This Agreement incorporates the Related Policies by reference. By using our Services, you declare that you have read and agree to our Privacy Policy and Acceptable Use Of Policy. These policies form an integral part of the Agreement.

2.3. User's Representations and Warranties

By using the Services, you represent and warrant to Heylean that:

• You have the legal capacity to enter into this Agreement (i.e., you are at least 18 years of age or the age of majority in your jurisdiction).
• If you are acting on behalf of an entity, you have the authority to bind that entity to this Agreement.
• Your use of the Services will comply with all applicable laws, regulations, and this Agreement.
• You own all rights to the User Content you upload to the Services, and that such content does not infringe upon any third-party rights.

Article 3: Account Management and Responsibility

You agree that all information you provide when creating an account is accurate, current, and complete, and you commit to keeping this information updated. You are solely and fully responsible for maintaining the confidentiality of your account credentials (e.g., passwords, API keys) and for all activities that occur under your account. You must immediately notify your designated contact at Heylean of any unauthorized access or security breach.

Article 4: License and Use Rights

Subject to your full compliance with these Terms of Conditions, Heylean grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for the purposes set forth in this Agreement.

4.1. Use Restrictions

The license granted to you strictly prohibits the following actions.

• Reselling, leasing, licensing, or otherwise commercializing the Services or any part thereof.
• Attempting to reverse engineer, decompile, or disassemble any portion of the Services, except as expressly permitted by applicable law.
• Monitoring, analyzing, or using the Services for the purpose of creating a competitive product or service.
• Taking any action that would jeopardize or disrupt the security, integrity, or performance of the Services.
• Removing, obscuring, or altering any copyright, trademark, or other proprietary rights notices contained in or on our Services.

4.2. U.S. Government End Users

If you are accessing the Services on behalf of the U.S. Government, or as a U.S. Government prime contractor or subcontractor (at any tier), you agree that the Services are "commercial items" as defined in 48 C.F.R. §2.101 and that the U.S. Government's rights are limited to those specified in this Agreement, pursuant to 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 (DFARS), as applicable.

Article 5: Intellectual Property

The Services and all associated software, algorithms, interfaces, graphics, trademarks, trade secrets, and other materials ("Heylean Property") are the exclusive property of Heylean and/or its licensors and are protected by international copyright, patent, and trade secret laws. This Agreement does not grant you any ownership rights in the Heylean Property.

Any feedback, comments, or suggestions you provide to us ("Feedback") is entirely voluntary and will become the exclusive property of Heylean. We will have an unrestricted, perpetual right to use, modify, and exploit the Feedback for any purpose, without any obligation or compensation to you.

Article 6: Confidentiality Obligation

During your use of the Services, you may gain access to non-public Confidential Information. You agree to hold all such information in strict confidence and not to disclose it to any third party or use it for your own commercial purposes without Heylean's prior written consent. This obligation shall survive the termination of the Agreement indefinitely.

Article 7: User Content

You retain all Intellectual Property Rights to the User Content you upload to our Services. However, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, reproduce, distribute, modify, and process your User Content for the purpose of operating, providing, developing, and improving the Services.

Heylean reserves the right to remove, without prior notice, any User Content that violates this Agreement or is unlawful. Heylean is not responsible for any damages arising from User Content.

Article 8: Acceptable Use

You may not use our Services for any purpose that is unlawful, fraudulent, discriminatory, deceptive, harmful, or that infringes on the rights of others. This includes, but is not limited to, activities such as harassment, bullying, defamation, threats, hate speech, or the dissemination of viruses, worms, spyware, or other malicious code.

Article 9: Global Trade Compliance, Sanctions, and Export Controls

Your use of our Services is subject to U.S. and other applicable international trade laws, sanctions, and export control regulations. It is your sole responsibility to comply fully with these laws.

9.1. Economic Sanctions and Embargoes

You may not use our Services in a manner that would violate sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or the United Kingdom. In this context:

• You may not act on behalf of any Sanctioned Person/Entity.
• You may not use our Services in, or make them available to individuals in, Sanctioned Territories.

9.2. Export Control Laws (ITAR & EAR)

Our Services are subject to export control laws, including the U.S. International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). You may not export, re-export, or transfer our Services in violation of these laws, especially for the following prohibited end-uses.

• The development, production, or use of weapons of mass destruction (nuclear, chemical, or biological).
• Missile technology applications.
• Terrorism or human rights abuses.

9.3. Anti-Corruption Laws

You agree to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010.

9.4. User's Representations and Warranties

By using the Services, you represent and warrant that you are not in a situation that violates the laws and regulations set forth in Articles 9.1, 9.2, and 9.3 above, and that you will not engage in any such activity. A breach of this representation and warranty will result in the immediate termination of the Agreement and may be reported to the relevant legal authorities.

Article 14: Governing Law and Jurisdiction

These Terms of Conditions and the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

For any legal action not subject to the arbitration provision, the parties irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Kent County, Delaware.

Article 15: Termination

We reserve the right, in our sole discretion, to suspend or terminate your access to the Services immediately and without prior notice for any or no reason, including for any breach of this Agreement.

Upon termination, all provisions of this Agreement which by their nature should survive termination shall remain in effect, including, without limitation, Article 5 (Intellectual Property), Article 6 (Confidentiality Obligation), Article 10 (Disclaimer of Warranties), Article 11 (Limitation of Liability), Article 12 (Indemnification), Article 13 (Dispute Resolution), Article 14 (Governing Law and Jurisdiction), and Article 16 (General Provisions).

Article 16: General Provisions

16.1. Entire Agreement

These Terms of Conditions constitute the entire agreement between you and Heylean regarding the use of the Services and supersede all prior oral or written agreements.

16.2. Severability

If any provision of these Terms of Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be severed from the Terms of Conditions, and the remaining provisions will remain in full force and effect.

16.3. No Waiver

Heylean's failure to enforce any right or provision of these Terms of Conditions will not be considered a waiver of that right or provision.

16.4. Amendments

We may modify these Terms of Conditions from time to time at our sole discretion. Changes become effective immediately upon being posted on this page. Your continued use of the Services after changes are posted constitutes your acceptance of the modified terms.

16.5. Assignment

You may not assign these Terms of Conditions or any of your rights or obligations hereunder without Heylean's prior written consent. Heylean may assign this Agreement at its sole discretion at any time.

16.6. Force Majeure

Heylean will not be liable for any failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, war, acts of terrorism, cyberattacks, acts of government, or power failures.

16.7. Headings

The article headings in these Terms of Conditions are for convenience only and will not be used in the interpretation of the Agreement.

16.8. Communication

For any questions regarding these Terms of Conditions, please do not hesitate to contact us.