Terms of Service
Effective Date: November 2025
These Terms of Service (“Terms”) govern your access to and use of the Alva Intelligence LLC’s product (“Alva, A-Leads”) platform (a-leads.co, joinalva.ai & any sub domains i.e app.a-leads.co/app.joinalva.ai), products, and related services. By using our platform, you agree to these Terms. Please read them carefully.
We operate the websites A-Leads.co & joinalva.ai (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).
Last Updated: 1st of November 2025
Please read carefully. These Terms of Service form a binding contract between Alva Intelligence LLC and each customer, account holder, and Authorized User who accesses or uses the Service. By creating an account, clicking to accept, or using any part of the Service, you agree to these Terms. If you do not agree, do not access or use the Service.
These Terms are read together with the following documents, which are incorporated by reference:
Order of precedence. In the event of a conflict, the following order applies:
(a) a mutually executed order form or statement of work,
(b) these Terms of Service,
(c) the Data Processing Agreement and its schedules,
(d) the Policies,
(e) the Security Documentation,
(f) any online checkout or plan description.
Purchase order terms or other unilateral terms provided by Customer that are not expressly accepted in writing do not apply and are rejected.
Business Use. The Service is a business-to-business (B2B) data-intelligence and software platform made available for the Customer’s internal business operations. It is designed to support commercial analytics, lead intelligence, and related lawful business activities. The Service is not intended for personal, family, or household use.
Service Components. The Service includes access to the Alva web application, application programming interfaces (APIs), software tools, data outputs, analytics, and associated documentation, along with standard technical support and any optional features specified in the applicable order.
Third-Party Services. Certain functions of the Service may depend on or integrate with third-party software, data, or APIs. Use of any third-party features may require acceptance of the third party’s own terms and conditions. The Company is not responsible for third-party availability, performance, or practices and does not control third-party data handling.
Laws and Industry Rules. Customer and each Authorized User must use the Service in compliance with applicable laws and regulations, including privacy, marketing, export control, and sanctions laws, and any industry rules that apply to Customer’s activities.
International Use. The Service may be accessed globally. Customer is responsible for compliance with local laws in each jurisdiction where the Service is used or where data is accessed.
Export and Sanctions. The Service and any technical data may be subject to export, re-export, and sanctions controls. Customer will not use the Service in violation of such controls and will not permit access from embargoed or restricted jurisdictions or by restricted parties.
ARTICLE I – DEFINITIONS AND INTERPRETATION
The definitions and interpretive provisions in this Article govern the construction of every other provision of this Agreement. Each capitalized term has the meaning assigned to it below or elsewhere in this Agreement. Headings and formatting are for convenience only and do not affect meaning or scope. To ensure precision, terms appearing in plural shall include the singular and vice versa, and references to one gender include all genders.
(a) “Account.” The secure, credential-protected environment established by or on behalf of Customer that enables access to the Service, management of Authorized Users, configuration of features, and storage of Data. All transactions, usage logs, and service activity occurring under Customer’s credentials are deemed actions of the Customer.
(b) “Affiliate.” Any corporation, partnership, limited liability company, or other entity that directly or indirectly controls, is controlled by, or is under common control with a party. For this purpose, “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through ownership of voting securities, contract, or otherwise. References to Customer include its Affiliates when they are granted access pursuant to this Agreement.
(c) “Agreement.” Collectively, these Terms of Service, all Orders, addenda, schedules, policies, and exhibits expressly incorporated herein, and any subsequent amendments agreed to in writing. All such documents are intended to form a single integrated contract.
(d) “Applicable Law.” All international, federal, state, and local statutes, regulations, directives, and judicial or administrative orders that apply to the rights or obligations of either party, including but not limited to laws governing privacy, data protection, export control, consumer protection, marketing communications, and intellectual property.
(e) “Authorized User.” An individual who (i) is an employee, contractor, or service provider of Customer or its Affiliate; (ii) is authorized by Customer to access and use the Service for Customer’s internal business purposes; and (iii) has agreed to comply with this Agreement and any usage instructions issued by the Company. Customer is responsible for all actions of its Authorized Users.
(f) “Confidential Information.” All non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, source code, pricing, customer lists, and technical data. It does not include information that (1) becomes public through no breach of this Agreement, (2) was lawfully known to the Receiving Party prior to disclosure, (3) is independently developed without use of the Disclosing Party’s information, or (4) is received lawfully from a third party without restriction. The obligations of confidentiality are further detailed in Article XI (Confidentiality and Non-Disclosure).
(g) “Customer.” The individual or legal entity that has entered into this Agreement and on whose behalf the Service is accessed. If an individual accepts this Agreement on behalf of an organization, “Customer” means that organization and its Affiliates.
(h) “Data.” All information, records, datasets, and other content submitted to or generated within the Service by Customer or its Authorized Users, including business contact data, firmographic information, metadata, and any personal data within such submissions. Aggregated or anonymized information generated by the Company from Customer Data is excluded from this definition once it no longer identifies Customer or any natural person.
(i) “Documentation.” All written or electronic user guides, release notes, FAQs, and other materials describing the operation or use of the Service that are made available by the Company. Documentation may evolve with product updates.
(j) “Effective Date.” The earliest of (i) the date on which Customer clicks to accept these Terms, (ii) the date an authorized representative signs an Order, or (iii) the first date Customer or any Authorized User accesses the Service.
(k) “Fees.” All charges, subscription amounts, usage-based fees, taxes, and other payments owed by Customer for the Service or related deliverables, as specified in the applicable Order Form or billing statement.
(l) “Force Majeure Event.” Any event beyond the reasonable control of a party that prevents or delays performance, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, or cyberattacks, as described in Article XIX (Force Majeure).
(m) “Intellectual Property Rights.” All present and future rights throughout the world in patents, patent applications, inventions, trademarks, service marks, trade names, domain names, logos, copyright and related rights, trade secrets, know-how, moral rights, database rights, and all other proprietary rights, whether registered or unregistered.
(n) “Order” or “Order Form.” The online checkout, signed statement of work, or similar ordering document executed between the parties that specifies the Service plan, subscription term, quantities, pricing, and any special conditions.
(o) “Personal Data.” Information relating to an identified or identifiable natural person as defined under Applicable Law, including identifiers such as name, email address, IP address, or any element that may directly or indirectly identify an individual.
(p) “Platform” or “Service.” The proprietary software-as-a-service environment marketed as Alva Intelligence, including its web interface, APIs, analytics modules, data repositories, and supporting systems, together with any updates, enhancements, or derivative works provided by the Company during the Subscription Term.
(q) “Policies.” The supplemental documents published by the Company and incorporated by reference, including the Privacy Policy, Cookie Policy, Do Not Sell or Share My Information Notice, and any Acceptable Use Policy.
(r) “Security Documentation.” The technical and organizational measures implemented by the Company to protect the confidentiality, integrity, and availability of Data, including encryption standards, access-control protocols, incident-response procedures, and audit logs, as further detailed in Article X (Data Handling, Privacy, and Security Standards).
(s) “Subscription Term.” The initial and any renewal periods during which Customer is entitled to use the Service, as specified in the Order Form. The Subscription Term begins on the Effective Date unless otherwise stated.
(t) “Third-Party Services.” Any external platforms, applications, APIs, or data sources that interoperate with or are accessed through the Service and that are owned or operated by third parties. The rights and obligations relating to such services are further described in Article XVII (Third-Party Services and Integrations).
(u) “User Content.” All data, text, images, or other materials uploaded or transmitted by Authorized Users through the Service, including annotations, generated reports, and feedback. User Content remains the property of the Customer subject to the license rights granted in Article XII (Intellectual Property Ownership and Feedback License).
(v) “Wyoming Law.” The laws of the State of Wyoming, United States of America, without regard to conflict-of-law rules, as governing law under Article XX (Governing Law, Dispute Resolution, and Venue).
(a) Inclusive Language. Terms such as “include,” “including,” “for example,” and similar expressions shall be construed as illustrative and not limiting.
(b) References. References to Articles, Sections, Schedules, or Exhibits are to those within this Agreement unless expressly stated otherwise.
(c) Headings. Headings and sub-headings are inserted for organizational convenience only and shall not affect interpretation.
(d) Governing Language. This Agreement is drafted in English, which shall prevail over any translation. All communications and notices under this Agreement shall be in English unless the parties agree otherwise in writing.
(e) Currency. All monetary references are in United States Dollars (USD) unless explicitly stated otherwise in an Order.
(f) Computation of Time. Where an act is required within a number of days, the period begins the day after the event triggering the obligation and includes all calendar days except when the last day falls on a weekend or public holiday in Wyoming, in which case the next business day applies.
(g) No Waiver by Course of Dealing. Failure or delay by either party in exercising any right or remedy shall not operate as a waiver thereof.
(h) Independent Covenants. Each obligation set forth herein is a separate covenant; a breach of one does not excuse performance of another unless expressly provided.
(i) Priority of Documents. If an inconsistency arises among the documents constituting this Agreement, the order of precedence specified in the Preamble § B shall govern.
(j) Good Faith and Commercial Reasonableness. Each party shall perform its obligations in good faith and according to commercially reasonable standards consistent with the nature of the Service.
(k) Statutory References. Any reference to a statute or regulation includes all amendments, replacements, or successor legislation, and any subordinate legislation enacted under that statute.
(l) Contra Proferentem Waiver. Each party participated in drafting this Agreement; therefore, no provision shall be construed against either party by reason of authorship.
(m) Survival of Interpretation Article. The interpretive rules contained in this Article I survive termination or expiration of this Agreement and apply to any continuing obligations or dispute arising therefrom.
ARTICLE II – AGREEMENT AND ACCEPTANCE OF TERMS
This Agreement governs all access to and use of the Service. A legally binding contract is formed between Alva Intelligence LLC (“Company”) and the Customer upon the earliest occurrence of any of the following events: (a) Customer’s electronic acceptance of these Terms during registration or checkout; (b) execution of an Order Form, statement of work, or other instrument referencing these Terms; or (c) Customer’s or any Authorized User’s first access to or use of the Service. Each access to or continued use of the Service reaffirms Customer’s acceptance of the current version of these Terms.
All Orders, Policies, and exhibits referenced in the Preamble or elsewhere are incorporated into and form part of this Agreement. The Agreement constitutes the entire contract between the parties concerning the Service and supersedes all prior communications, proposals, and agreements, whether written or oral. Any Customer purchase order or other document purporting to impose additional or inconsistent terms is void unless expressly accepted in writing by the Company.
The contracting entity providing the Service is Alva Intelligence LLC, a Wyoming limited liability company. The individual accepting these Terms represents that he or she has full legal authority to bind the Customer. If the individual lacks such authority or does not agree with these Terms, neither the individual nor the organization may access or use the Service.
Customer’s continued access to or use of the Service after publication of an updated version of these Terms constitutes acceptance of the updated Agreement. It is the Customer’s responsibility to review the then-current Terms periodically. The Company will make the current version available through the Service and may notify Customer of material changes through reasonable means, including email or in-product notification.
This Agreement begins on the Effective Date and continues for the duration of each active Subscription Term and any renewal periods. If no active Subscription Term remains, sections that by their nature are intended to survive shall continue in effect, including but not limited to Articles X, XI, XII, XIV, XV, XVI, XIX, XX, XXII, and XXIII.
This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. Electronic acceptance and electronic signatures are deemed originals and are enforceable to the fullest extent permitted by law.
The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary, agency, or employment relationship. Neither party has authority to bind the other except as expressly stated herein.
Customer’s Affiliates may access and use the Service under Customer’s Account, provided that (a) each Affiliate is bound by the terms of this Agreement as if it were the Customer, and (b) Customer remains responsible for the acts and omissions of its Affiliates and their Authorized Users. References to “Customer” in this Agreement include such Affiliates.
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other, except that the Company may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any prohibited assignment is void. Subject to the foregoing, this Agreement binds and benefits the parties, their successors, and permitted assigns.
In the event of any inconsistency between these Terms and any document incorporated by reference, the order of precedence set forth in the Preamble shall govern. In the absence of an explicit order, the document later in time shall prevail over any earlier conflicting provision only with respect to the subject matter of the conflict.
The parties agree that this Agreement may be formed, executed, and maintained in electronic form, and that no physical signature is required for enforceability. Electronic records maintained by the Company are admissible evidence of the contents and execution of this Agreement.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be replaced with a valid one that most closely reflects the parties’ original intent and economic allocation of risk.
Headings are for convenience and do not affect interpretation. Cross-references are provided for clarity and do not limit the scope of the referenced sections.
Obligations that by their nature should survive termination or expiration such as confidentiality, data protection, intellectual-property ownership, limitation of liability, and indemnification shall remain in full effect until satisfied or extinguished according to their terms.
This Agreement may be executed in multiple counterparts, including through digital signature platforms or click-through acceptance mechanisms. All counterparts together constitute one and the same instrument.
ARTICLE III – ELIGIBILITY, AUTHORIZED USERS, AND COMPETITOR RESTRICTIONS
(a) Business Use Only. The Service is intended solely for commercial use by entities and individuals acting in a business capacity. By accessing or using the Service, Customer represents and warrants that it is engaged in lawful business activities and will use the Service only through the Alva platform for its internal business operations and not for personal or consumer use.
(b) Age and Capacity. Each Authorized User must be at least the age of majority in his or her jurisdiction and possess full legal capacity to enter into binding contracts. The Company does not knowingly permit access to the Service by minors or any person prohibited from entering legally binding agreements.
(c) Authority to Bind Organization. If the individual accepting these Terms acts on behalf of a business entity, that individual represents that he or she has actual authority to bind the entity to this Agreement. If such authority is lacking, the individual accepts personal liability for any use of the Service.
(a) Designation of Authorized Users. Customer may permit only its employees, contractors, or service providers who are expressly authorized by Customer to access the Service on Customer’s behalf (collectively, “Authorized Users”). Customers must maintain an up-to-date list of Authorized Users and ensure that each has accepted the usage terms and privacy disclosures incorporated into this Agreement. Customers shall ensure that all Authorized Users are aware of and comply with Alva’s Privacy Policy and Data Processing Agreement.
(b) Responsibilities of Customer. Customer is responsible for all activities that occur under its Account and for the acts and omissions of its Authorized Users. Customer will ensure that each Authorized User uses the Service only as permitted herein and complies with Applicable Law. If Customer becomes aware of any unauthorized use or compromise of credentials, Customer shall promptly disable the affected account and notify the Company.
(c) User Conduct. Customer shall cause its Authorized Users to act professionally and lawfully while using the Service. Harassment, abuse, spamming, or attempts to gain unauthorized access to systems or data are strictly prohibited.
(d) Account Ownership. All rights to and control of an Account belong to the Customer organization identified in the Order Form, not to any individual user or administrator. The Company may rely on instructions originating from Customer’s designated administrative contact unless it receives contrary written notice.
(a) Restriction on Competitors. No individual or entity that directly competes with the Company in the field of lead intelligence, data analytics, or similar software offerings may access or use the Service without the Company’s prior written consent.
(b) Prohibited Evaluation or Benchmarking. Customer and Authorized Users shall not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other competitive or benchmarking analysis without the Company’s written approval.
(c) Resale and Redistribution. The Service may not be resold, sub-licensed, leased, rented, assigned, shared, or otherwise transferred to any third party except as expressly permitted in this Agreement or in an Order Form approved by the Company. Data outputs or reports derived from the Service may not be republished or used to create a competing database or service.
(d) Compliance Verification. The Company may, on reasonable notice, conduct remote reviews or require Customer to certify compliance with this Article III. Failure to comply constitutes a material breach subject to immediate suspension or termination under Article XVIII (Term and Termination).
(a) Restricted Territories. The Service may not be used or accessed from jurisdictions subject to U.S. or international export sanctions, including countries or regions designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or any similar authority. Customer shall not permit use by any individual listed on a governmental restricted-party list.
(b) Regulated Industries. If Customer operates in a heavily regulated sector (financial services, healthcare, telecommunications, or education), Customer is solely responsible for determining whether its use of the Service satisfies applicable industry-specific rules. The Company does not represent that the Service meets sector-specific requirements unless explicitly stated in writing. The Company does not represent that the Service meets sector-specific regulatory or data-handling standards unless expressly stated in a separate written agreement.
(a) Right to Suspend Access. The Company reserves the right to suspend or terminate any Authorized User’s access immediately if it reasonably believes that such use is unauthorized, fraudulent, abusive, or in violation of this Agreement or Applicable Law.
(b) Notification. Where practicable, the Company will notify Customer before suspending access and will work with Customer to remedy the underlying issue. However, the Company may act without prior notice when necessary to protect the integrity of the Service or other customers’ data.
(c) Reinstatement. Access may be restored after verification that the breach or violation has been remedied to the Company’s reasonable satisfaction. Reinstatement does not waive any right to seek damages or other remedies arising from the violation.
Customer shall not provide third parties with access to the Service except as Authorized Users. If Customer grants access to any consultant or contractor to perform services on Customer’s behalf, Customer remains responsible for that party’s compliance and for all acts and omissions as if they were Customer’s own.
Customer acknowledges that its eligibility and the compliance of its Authorized Users are fundamental conditions of this Agreement. Any violation of this Article III constitutes a material breach and grounds for immediate termination under Article XVIII (Term, Termination, and Post-Termination Duties).
ARTICLE IV – ACCOUNT REGISTRATION, SECURITY, AND ACCESS CONTROL
(a) Registration Requirement. To access and use the Service, the Customer must register for an Account by providing complete and accurate information. Registration may occur through the Company’s website, via single sign-on integration, or through an approved reseller or partner.
(b) Accuracy of Information. Customer represents and warrants that all registration information is true, current, and complete, and shall promptly update it to maintain accuracy. The Company may reject or suspend registration if information is incomplete, inaccurate, misleading, or violates Applicable Law.
(c) Account Activation. The Company may require verification of identity or business credentials before enabling full access. Access credentials are personal to the Customer or its designated administrative users and shall not be shared outside the organization.
(a) Primary Administrator. Upon registration, Customer shall designate at least one primary administrator who will serve as the point of contact and hold authority to manage the Account. The primary administrator may add or remove Authorized Users, assign roles, and configure security permissions.
(b) Delegated Access. The primary administrator may delegate administrative control to additional users within the Customer’s organization. The Customer remains responsible for all actions of its administrators, including any changes to permissions or configuration.
(c) Administrative Changes. The Company may rely on communications from Customer’s current administrator until notified in writing of a change. The Company shall not be responsible for losses arising from unauthorized administrative actions unless caused by the Company’s willful misconduct.
(a) Confidentiality of Credentials. Customer and its Authorized Users must maintain the confidentiality of all usernames, passwords, API keys, and tokens associated with the Service. Credentials may not be shared, transferred, or reused across multiple individuals.
(b) Authentication Methods. The Company may implement multi-factor authentication or other security protocols. Customer must comply with all authentication requirements and shall not attempt to bypass or disable them.
(c) Responsibility for Use. Customer is solely responsible for all actions taken through its Account, whether or not authorized by Customer. If any credential is compromised or suspected of compromise, Customer must immediately revoke or change it and notify the Company.
(d) API Access Keys. Where the Service includes API functionality, Customer will manage API keys securely, rotate them periodically, and use them only within authorized systems. The Company may suspend or revoke API keys to protect the integrity or security of the Service.
(a) Customer Controls. Customer is responsible for implementing reasonable administrative, physical, and technical safeguards for its systems that connect to the Service. This includes using strong passwords, limiting access to Authorized Users, and maintaining up-to-date antivirus and patching standards.
(b) Monitoring and Audit. The Company maintains internal monitoring and logging to detect unusual or unauthorized activity. Customer acknowledges that such monitoring is essential to maintain security and agrees not to disable or interfere with such controls.
(c) Incident Notification. Each party shall notify the other without undue delay of any actual or suspected security incident involving the Service or Customer Data. Customer will cooperate with the Company’s investigation and remediation efforts.
(d) Third-Party Integrations. If Customer connects the Service to external systems or third-party software, Customer is responsible for verifying the security and authorization of such integrations and for any data exchanged through them.
(a) Protective Suspension. The Company may suspend access to the Service, in whole or in part, without prior notice if it reasonably believes that (i) Customer or an Authorized User has violated this Agreement; (ii) the Account has been compromised; (iii) suspension is required to comply with Applicable Law; or (iv) continued access could result in material harm to the Service or other users.
(b) Notice of Suspension. Where feasible, the Company will provide prompt written notice stating the reason for suspension and will restore access once the underlying issue is resolved. Suspension shall not relieve Customer of its obligation to pay Fees during the suspension period.
(c) Investigation Cooperation. Customer shall cooperate with any investigation conducted by the Company or competent authorities related to misuse, data breaches, or policy violations. The Company may preserve and provide records as required by law or necessary to protect its rights.
(a) Reinstatement. Upon resolution of a suspension event, the Company may reinstate access after verifying that appropriate remediation measures have been implemented.
(b) Data Retention During Suspension. Unless terminated, Customer Data remains preserved during a suspension period subject to standard retention practices. The Company will not delete Data except as required by law or this Agreement.
(c) Recovery Requests. The Company may require written verification of identity or authority before restoring administrative control. Where recovery requests are disputed between multiple parties, the Company may, in its discretion, maintain suspension until ownership is resolved by competent authority.
(a) Termination by Customer. Customer may request termination of its Account at the end of a Subscription Term by providing written notice in accordance with Article XXI (Notices and Amendments). Upon termination, Customer shall ensure that all Authorized Users discontinue access.
(b) Deletion of Data. Following termination or upon Customer’s written request, the Company shall delete or anonymize Customer Data within a commercially reasonable period consistent with its Data Retention Policy, except where retention is required by law or necessary to resolve outstanding obligations.
(c) Effect of Termination. Termination of the Account automatically terminates all associated user credentials and integrations. Sections that by their nature survive termination remain in full effect.
(a) Determination of Ownership. In case of dispute between multiple parties claiming rights to the same Account, the Company may, in its discretion, rely on the entity listed in the latest executed Order Form or the entity that made payment for the most recent Subscription Term as the lawful Account owner.
(b) Suspension Pending Resolution. The Company may suspend the disputed Account and all access privileges until the parties provide joint written direction or a final determination from a court of competent jurisdiction.
(c) Limitation of Liability. The Company shall not be liable for losses, claims, or damages arising from a suspension or reliance decision made in good faith under this Section.
The obligations of Customer regarding security, confidentiality, and data protection shall survive termination or expiration of this Agreement for as long as Customer Data remains in the Company’s possession or control.
ARTICLE V – LICENSE GRANT, RIGHTS, AND LIMITATIONS
(a) Scope of License. Subject to Customer’s timely payment of all Fees and continued compliance with this Agreement, the Company grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to access and use the Service and related Documentation solely for Customer’s internal business operations.
(b) License Purpose. The Service and all associated software, data, and content are provided solely to enable Customer to perform legitimate business intelligence, data analysis, and related activities that support its lawful operations. Use of the Service for any purpose not expressly authorized by this Agreement is prohibited.
(c) License to Documentation. The Company grants Customer a limited right to copy and use the Documentation for internal reference and training of Authorized Users, provided that all proprietary notices are retained.
(d) Reservation of Rights. All rights not expressly granted to Customer are reserved by the Company. No rights or licenses are implied by estoppel, statute, or otherwise.
(a) Company Property. The Service, the underlying software, algorithms, database structures, system interfaces, user interfaces, graphical design elements, and all related Intellectual Property Rights are and remain the exclusive property of the Company and its licensors.
(b) No Ownership Transfer. Nothing in this Agreement conveys to Customer any title or ownership in the Service, any derivative works thereof, or any Intellectual Property Rights therein.
(c) Feedback and Suggestions. Customer may provide comments, suggestions, or feedback regarding the Service (“Feedback”). The Company may use such Feedback freely without obligation or restriction. Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into current or future products and services.
(d) Derivative Works. Customer shall not create derivative works, translations, or modifications of the Service or attempt to develop competing products based on the Company’s proprietary technology.
(a) Internal Business Purpose. Customer may use the Service solely for its internal business operations, including analytics, client development, and business research. Customer may generate reports or insights derived from lawful use of the Service for its internal decision-making.
(b) Compliance with Law. Customer must ensure that all use of the Service complies with Applicable Law, including privacy and data-protection laws, marketing regulations, and export-control restrictions.
(c) User Limits. Access is limited to the number of Authorized Users specified in the applicable Order Form. Additional users require an updated Order and payment of any corresponding Fees.
(d) Data Export. Customer may export or download permitted outputs from the Service solely for internal use and shall not redistribute or publish those outputs except as expressly permitted herein.
Without limiting any other restrictions in this Agreement, Customer and its Authorized Users shall not, directly or indirectly:
(a) Trial Access. The Company may, at its discretion, offer free or discounted trial access to the Service. Such access is provided “as-is,” without warranties or obligations.
(b) Beta Features. Beta or evaluation features may be released for testing and feedback. These are provided for temporary evaluation only and may be modified or withdrawn at any time.
(c) Termination of Evaluation. Upon expiration of a trial or beta period, continued use of the Service requires a paid subscription. Customer acknowledges that any data stored in a trial account may be deleted upon termination of the evaluation period.
(a) Preservation of Notices. Customer shall not remove, alter, or obscure proprietary notices, trademarks, or attribution statements appearing within the Service or Documentation.
(b) Trademarks. The names “Alva Intelligence,” “A-Leads,” the associated logos, and any other Company marks are trademarks of Alva Intelligence LLC. Use of these marks by Customer is limited to identifying the Service in compliance with this Agreement and applicable trademark guidelines.
(c) Third-Party Components. Certain open-source or third-party components may be included in the Service. Such components are subject to their own license terms, which shall prevail with respect to the component. A list of such components and licenses is available upon request.
(a) Usage Verification. The Company may periodically review usage metrics to confirm compliance with authorized user counts, feature entitlements, or data-export limits.
(b) Audit Cooperation. Upon reasonable notice, Customer shall cooperate with any audit designed to verify compliance with the scope of the license. Any such audit shall be conducted in a manner that minimizes disruption to Customer’s business.
(c) Excess Use. If an audit reveals unauthorized or excess usage, Customer shall promptly pay additional Fees at the Company’s then-current rates and reimburse reasonable audit costs if excess usage exceeds five percent (5%) of the authorized level.
(a) Right to Suspend. The Company may suspend or revoke the license immediately if it reasonably determines that Customer’s use violates this Agreement or Applicable Law, jeopardizes system integrity, or infringes intellectual-property rights.
(b) Effect of Revocation. Upon suspension or revocation, all license rights cease immediately. The Company may restrict access to the Service or Data until the breach is cured or the Agreement is terminated.
(c) Non-Waiver. Suspension or revocation does not waive or limit the Company’s right to seek damages or other remedies.
Except as expressly stated, this Agreement grants no rights to use or exploit the Service, the Company’s trademarks, or other Intellectual Property Rights. Customer obtains no ownership interest through its subscription or use of the Service.
The provisions of this Article V that by their nature should survive particularly those concerning intellectual-property ownership, feedback, and restrictions shall remain in effect after any expiration or termination of this Agreement.
ARTICLE VI – PROHIBITED USES AND USER RESPONSIBILITIES
Customer and its Authorized Users shall use the Service only for lawful, legitimate business purposes and in accordance with this Agreement, the Documentation, and all Applicable Laws. The Service may not be used in any manner that could damage, disable, overburden, impair, or otherwise interfere with the integrity or security of the Service, Company infrastructure, or other users’ data.
Each Authorized User is required to maintain standards of honesty, diligence, and good faith in all activities performed through the Service. Customer shall ensure that all usage reflects the principles of fairness, accuracy, and professional conduct consistent with industry norms and this Agreement.
Without limiting the generality of the foregoing, Customer and its Authorized Users shall not, directly or indirectly:
(a) Unauthorized Access or Use. Access or attempt to access any part of the Service or related systems that are not expressly authorized, including servers, networks, or databases.
(b) Data Misuse. Upload, transmit, or process data that (i) infringes intellectual property or privacy rights, (ii) contains malware, spyware, or harmful code, or (iii) constitutes unlawful or fraudulent information.
(c) Disruption or Abuse. Interfere with, disrupt, or negatively affect the operation or performance of the Service or other users’ access. This includes overloading, denial-of-service attacks, or introducing any code that alters functionality.
(d) Security Circumvention. Bypass or attempt to circumvent authentication, access-control, or billing mechanisms. Customer shall not test system vulnerabilities or perform penetration testing without prior written authorization.
(e) Improper Communications. Use the Service to send unsolicited commercial messages (“spam”), chain letters, or any other unauthorized marketing or promotional communications.
(f) Violation of Law. Use the Service to engage in any unlawful activity, including but not limited to activities violating data protection, export control, consumer protection, or intellectual-property laws.
(g) Content Misrepresentation. Impersonate any person or entity, falsify identity or affiliation, or misrepresent Customer’s relationship with the Company.
(h) Redistribution or Data Harvesting. Extract, scrape, or copy data, reports, or other content from the Service for the purpose of resale, redistribution, or competitive analysis, except as expressly permitted under Article V (License Grant, Rights, and Limitations).
(i) Excessive Usage or Abuse of Resources. Engage in usage patterns that materially exceed normal usage parameters or impose undue load on Company systems, as determined by the Company in its reasonable discretion.
(j) Reverse Engineering. Decompile, disassemble, or otherwise attempt to discover or derive the source code or underlying algorithms of the Service, except to the limited extent permitted under Applicable Law notwithstanding this restriction.
(k) Export Violations. Export, re-export, or transfer the Service or any technical data in violation of U.S. export control laws or the laws of any other applicable jurisdiction.
(a) Accuracy Obligation. Customer shall ensure that all data uploaded or entered into the Service is accurate, current, and complete to the best of its knowledge. The Company shall not be responsible for errors resulting from inaccurate or incomplete data provided by Customer or its Authorized Users.
(b) Data Quality Controls. Customer shall maintain internal policies and procedures to prevent the introduction of false, misleading, or unauthorized content into the Service.
(c) Verification of Outputs. All analytics, insights, or recommendations generated through the Service are dependent on the quality of input data. Customer is solely responsible for verifying accuracy and suitability before relying on any outputs for commercial or legal decisions.
(a) Security Best Practices. Customer shall implement reasonable technical and administrative measures to safeguard its login credentials, network environment, and devices used to access the Service.
(b) Notification of Breach. Customer shall notify the Company promptly upon discovering any actual or suspected breach of security involving the Service, including unauthorized access to credentials or data.
(c) Cooperation in Investigation. Customer shall fully cooperate with the Company and applicable authorities in investigating and mitigating any breach or suspected misuse related to its Account.
(a) Compliance with Laws and Policies. Customer agrees to comply with all Applicable Laws, including laws related to data protection (such as the GDPR, CCPA, or equivalent regimes), anti-corruption, and competition.
(b) Prohibition on Harmful or Discriminatory Content. Customer shall not use the Service to process, distribute, or facilitate material that promotes hatred, discrimination, harassment, or other behavior contrary to public policy or human rights principles.
(c) Professional and Contractual Integrity. Customer must not use the Service to breach contractual, fiduciary, or confidentiality obligations owed to third parties.
(d) Use in Connection with Regulated Activities. Where Customer operates in industries such as financial services, health, or education, it is solely responsible for ensuring compliance with applicable regulatory standards, including data storage and reporting obligations.
(a) Third-Party Consultants and Contractors. If Customer engages third parties to perform services involving access to the Service, such parties must be bound by confidentiality and security obligations at least as protective as those in this Agreement.
(b) Liability for Actions. Customer is responsible for any actions or omissions of third parties accessing the Service under its Account. A breach by such parties constitutes a breach by Customer.
(a) Monitoring Rights. The Company may monitor usage of the Service to ensure compliance with this Agreement, subject to applicable privacy laws. Monitoring may include automated tools and audit logs designed to detect misuse.
(b) Investigation of Violations. The Company reserves the right to investigate suspected violations and cooperate with law enforcement or regulators. Customer shall provide reasonable assistance during such investigations.
(c) Suspension and Termination. The Company may suspend or terminate access, in whole or in part, where it determines that Customer or its Authorized Users have engaged in prohibited or abusive conduct. Such suspension or termination is without prejudice to any other remedies available under law or this Agreement.
Customer shall promptly respond to all reasonable inquiries from the Company concerning compliance with this Article. Where misuse or unauthorized access is suspected, Customer shall take immediate corrective measures, provide written certification of remediation upon request, and implement additional safeguards to prevent recurrence.
The provisions of this Article VI, including all representations, obligations, and prohibitions concerning proper use of the Service, shall survive termination or expiration of this Agreement and remain binding for as long as Customer or its Authorized Users retain access to or data derived from the Service.
ARTICLE VII – SUBSCRIPTION MODELS, FEES, TAXES, AND PAYMENTS
(a) General Framework. The Service is provided on a subscription basis according to the plan, term, and usage limits specified in the applicable Order Form. Each plan defines the permitted number of Authorized Users, data-processing capacity, storage limits, and functionality levels.
(b) Subscription Term. Unless otherwise stated in an Order, each subscription begins on the Effective Date and continues for the initial Subscription Term specified in the Order. Upon expiration, the subscription renews automatically for successive periods of equal duration unless either party gives written notice of non-renewal at least thirty (30) days prior to the renewal date.
(c) Upgrades and Downgrades. Customer may upgrade its plan at any time during the Subscription Term. Any upgrade becomes effective immediately, and the associated Fees are prorated for the remainder of the current term. Downgrades take effect at the end of the current Subscription Term unless otherwise agreed.
(d) Multiple Subscriptions. If Customer subscribes to multiple modules or service tiers, each subscription shall be governed by this Agreement, and the obligations (including Fees) are cumulative.
(a) Payment Obligation. Customer agrees to pay all Fees set forth in the applicable Order or invoice in U.S. Dollars (USD) without set-off, deduction, or withholding.
(b) Invoicing. Unless otherwise provided, subscription Fees are billed annually in advance and are due within thirty (30) days of invoice date. Usage-based or overage Fees are billed monthly in arrears.
(c) Payment Method. Fees may be paid by credit card, ACH, wire transfer, or other methods approved by the Company. Customer authorizes the Company or its processor to automatically charge Customer’s designated payment method for all recurring Fees.
(d) Past-Due Accounts. Any undisputed amount not paid when due accrues interest at one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lower. The Company may suspend access to the Service until all overdue amounts are paid.
(e) Disputed Charges. Customer must notify the Company in writing of any dispute within fifteen (15) days of invoice receipt, identifying the disputed amount and basis for dispute. The parties shall use good-faith efforts to resolve the matter. Undisputed portions remain payable when due.
(a) Exclusion of Taxes. Fees are exclusive of all taxes, levies, duties, or similar assessments, including value-added, sales, use, or withholding taxes (“Taxes”). Customer is responsible for all Taxes associated with its purchase except for taxes based on the Company’s net income.
(b) Withholding Taxes. If Customer is required by law to withhold any Taxes from payments, it shall (i) withhold only the legally required amount, (ii) remit such Taxes to the appropriate authority, and (iii) furnish the Company with official receipts or other documentation evidencing payment.
(c) Tax Exemption. If Customer claims exemption from Taxes, it must provide a valid exemption certificate. The Company reserves the right to charge Taxes until such certificate is received and validated.
(a) Annual Review. The Company may adjust Fees at renewal to reflect changes in market conditions, product scope, or inflationary factors. Notice of any price adjustment will be provided at least forty-five (45) days before renewal.
(b) Mid-Term Adjustments. Except as otherwise specified in an Order, Fees are fixed during the current Subscription Term and not subject to mid-term increase unless Customer upgrades its plan or adds additional users or features.
(c) Change of Usage. If Customer exceeds licensed limits (e.g., user count, API calls, or data storage), overage Fees apply at the Company’s then-current rates.
(a) Suspension. The Company may suspend access to the Service if Fees remain unpaid more than fifteen (15) days after written notice of delinquency. Suspension does not relieve Customer of its payment obligations or extend the Subscription Term.
(b) Termination for Default. If non-payment continues for thirty (30) days after notice, the Company may terminate the Agreement immediately and pursue all legal remedies for collection.
(c) Collection Costs. Customer shall reimburse the Company for all reasonable costs incurred in collecting past-due amounts, including attorneys’ fees and court costs.
(d) No Refunds. Except as expressly provided in this Agreement or required by law, all Fees are non-refundable once paid, including upon termination or downgrade of the Service.
(a) Service Credits. If the Company provides service credits pursuant to a Service Level Agreement (“SLA”), such credits constitute Customer’s exclusive remedy for any failure to meet performance standards. Credits apply only to future invoices and may not be redeemed for cash.
(b) Billing Adjustments. The Company may issue credits or adjustments for erroneous charges or prorations resulting from plan changes, at its reasonable discretion.
(c) Application of Payments. The Company may apply payments first to accrued interest, then to the oldest outstanding balance, unless otherwise directed by Customer.
All Fees are payable in U.S. Dollars unless otherwise specified in writing. If Customer pays in a different currency, the conversion rate shall be based on the exchange rate published by a reputable financial institution on the date payment is processed, and Customer is responsible for any conversion or bank fees.
(a) Indirect Purchases. If Customer purchases the Service through an authorized reseller or partner, payment terms are governed by Customer’s agreement with such reseller. The reseller, not the Company, is responsible for billing, collection, and related customer support.
(b) No Liability for Reseller Actions. The Company is not responsible for any act or omission of a reseller, including errors in invoicing, unauthorized representations, or failure to remit payment.
(a) Temporary Promotions. The Company may, from time to time, offer promotional pricing or trial access. Any promotional term will automatically convert to the applicable standard pricing upon expiration unless otherwise stated.
(b) Non-Transferability. Promotional offers are non-transferable and may not be combined with other discounts unless expressly authorized in writing.
Customer agrees that pricing, discount levels, and other commercial terms of this Agreement constitute the Company’s Confidential Information and shall not be disclosed to any third party, except as required by law or to Customer’s legal or financial advisers under obligations of confidentiality.
All payment obligations accrued prior to termination and all terms relating to taxes, confidentiality of pricing, and audit rights shall survive termination or expiration of this Agreement.
ARTICLE VIII – RENEWALS, REFUNDS, AND CANCELLATION
(a) Automatic Renewal. Unless otherwise specified in an applicable Order, each subscription shall automatically renew for successive renewal periods of equal duration to the initial Subscription Term at the then-current pricing, subject to any notice of non-renewal provided under Section 8.2.
(b) Renewal Notification. The Company shall provide Customer with a renewal notice, including any pricing or plan changes, at least forty-five (45) days before the renewal date. Continued use of the Service beyond the expiration of the then-current term constitutes acceptance of the renewal.
(c) Plan Review. Prior to renewal, Customer may request modification of its plan, number of Authorized Users, or features. Any such modification shall be reflected in a new or amended Order Form executed prior to renewal.
(d) Adjustments upon Renewal. If the Customer fails to notify the Company of non-renewal or desired changes, the existing plan automatically renews and billing continues uninterrupted. Renewal shall not constitute a waiver of any past-due Fees or existing breach.
(a) Customer Notice. Customer may elect not to renew a subscription by delivering written notice to the Company at least thirty (30) days before the end of the current Subscription Term. Notices must comply with Article XXI (Notices and Amendments).
(b) Company Notice. The Company may choose not to renew a subscription by giving Customer written notice at least thirty (30) days prior to expiration.
(c) Effect of Non-Renewal. Upon non-renewal, the Agreement remains in effect until the end of the current Subscription Term, after which access to the Service will automatically terminate unless otherwise agreed.
(a) Voluntary Cancellation. Customer may terminate its subscription prior to expiration by providing written notice; however, early termination does not relieve Customer of payment obligations for the remainder of the current term.
(b) Effect of Early Cancellation. Upon receipt of such notice, the Company will disable auto-renewal, and Customer’s access will continue until the end of the current Subscription Term. All prepaid Fees remain non-refundable unless otherwise expressly stated herein.
(c) Data Retention Post-Cancellation. Following cancellation, Customer Data will be retained in accordance with the Company’s Data Retention Policy and Article IV (Account Registration, Security, and Access Control).
(a) Termination for Breach. The Company may terminate the subscription immediately upon written notice if Customer materially breaches this Agreement, including failure to pay Fees when due or violation of use restrictions.
(b) Termination for Convenience. The Company may terminate a subscription for convenience upon at least sixty (60) days’ written notice. In such cases, the Company shall refund any prepaid, unused Fees on a prorated basis.
(c) Termination Due to Legal or Regulatory Change. If continued performance under this Agreement becomes unlawful or impracticable due to a change in law, regulation, or governmental order, the Company may terminate the Agreement without liability upon written notice.
(d) Effect of Company Termination. Upon termination by the Company for cause, all outstanding Fees become immediately due and payable, and Customer shall cease all access to and use of the Service.
(a) Refund Eligibility. Except as expressly provided in Section 8.4(b) or under an applicable Service-Level Agreement, Fees are non-refundable once paid. Refunds, if any, shall be limited to the unused portion of prepaid Fees when termination occurs without fault of the Customer.
(b) Processing of Refunds. Refunds will be issued in the same form of payment originally used and within thirty (30) days after the effective date of termination or cancellation.
(c) Exclusions. Refunds do not apply to (i) one-time setup or onboarding Fees; (ii) overage or usage-based charges incurred prior to cancellation; or (iii) Fees related to third-party integrations or data providers.
(d) Service Credits. In lieu of a cash refund, the Company may, at its discretion, issue service credits to be applied toward future subscriptions or renewals.
The Company may, at its discretion, temporarily suspend the Service instead of canceling it if Customer demonstrates intent to remedy the underlying cause of termination. Suspension does not extend the Subscription Term or relieve payment obligations during the suspension period.
(a) Dispute of Renewal Charges. If Customer disputes any renewal charge, it must notify the Company within fifteen (15) days of the invoice date, specifying the basis for dispute. The Company will review and respond in good faith.
(b) Retroactive Adjustments. If a renewal was processed in error or without proper notice, the Company may, upon verification, issue an adjustment or credit to correct the billing.
(c) Waiver of Claims. Failure to notify the Company within the specified time frame constitutes waiver of the right to dispute renewal charges.
(a) Cessation of Access. Upon expiration or termination of a subscription, all access credentials and integrations will be disabled, and the license granted under Article V (License Grant, Rights, and Limitations) shall cease.
(b) Return or Deletion of Data. Customer may request, within thirty (30) days after termination, a copy of its Data in a standard industry format. Thereafter, the Company may delete or anonymize all Customer Data in accordance with its Data Retention Policy.
(c) Outstanding Fees. Termination does not relieve Customer of payment obligations for Fees accrued or invoiced before the termination date.
(d) Survival. Provisions intended to survive, including Articles X (Data Handling, Privacy, and Security Standards), XI (Confidentiality), XII (Intellectual Property), XV (Limitation of Liability), and XX (Governing Law), shall remain in effect.
Termination or non-renewal of this Agreement does not constitute a waiver of either party’s rights or remedies under law or equity, including the right to recover damages for prior breaches.
ARTICLE IX – SERVICE LEVELS, UPTIME, AND MAINTENANCE WINDOWS
(a) General Availability. The Company shall use commercially reasonable efforts to make the Service available at least 99.5% of the time, measured monthly, excluding scheduled maintenance, emergency maintenance, and causes beyond the Company’s reasonable control.
(b) Standard of Performance. The Service will be operated in a professional manner consistent with generally accepted industry standards for security, reliability, and scalability.
(c) Exclusions from Availability Calculation. Downtime caused by any of the following shall not count toward unavailability: (i) scheduled maintenance; (ii) Customer or third-party systems, networks, or software; (iii) Internet or hosting infrastructure not under the Company’s direct control; (iv) acts or omissions of Customer; or (v) events of Force Majeure as described in Article XIX.
(a) Uptime Measurement. Availability is measured by total minutes in a calendar month minus minutes of downtime, divided by total minutes in the month.
(b) Service Credit Eligibility. If monthly uptime falls below 99.5%, Customer may request a service credit equal to a percentage of the monthly Fees for the affected Service, as follows:
| Uptime Percentage | Credit Percentage |
|---|---|
| 99.0%–99.49% | 5% |
| 98.0%–98.99% | 10% |
| Below 98.0% | 20% |
(c) Credit Request Procedure. To receive a credit, Customer must submit a written request within fifteen (15) days after the end of the month in which the downtime occurred, with supporting logs or evidence.
(d) Exclusive Remedy. Service credits represent Customer’s sole and exclusive remedy for failure to meet uptime targets. Credits may be applied against future invoices but may not be converted to cash.
(a) Regular Maintenance Windows. The Company may perform routine maintenance that may cause temporary service interruptions. Routine maintenance typically occurs outside normal business hours (00:00–06:00 U.S. Mountain Time) and shall not exceed four (4) hours per maintenance event.
(b) Notice of Maintenance. The Company will provide at least twenty-four (24) hours’ advance notice for scheduled maintenance expected to affect Service availability, except where shorter notice is required to protect security or system integrity.
(c) Minimization of Impact. The Company shall perform maintenance using commercially reasonable efforts to minimize downtime and performance degradation.
(a) Immediate Action. In the event of an urgent threat to the Service (e.g., security breach, data corruption, or critical system failure), the Company may perform emergency maintenance at any time without prior notice.
(b) Notice After the Fact. The Company will provide prompt notice following completion of emergency maintenance, describing the cause and corrective actions taken.
(c) Service Restoration Priority. The Company shall prioritize restoration of service continuity and data integrity over feature deployment or non-critical improvements.
(a) System Response Time. The Service is designed to process standard queries and operations within commercially reasonable response times. The Company monitors performance continuously and commits to addressing significant latency issues in a timely manner.
(b) Resource Allocation. The Company maintains sufficient computing capacity and redundancy to handle anticipated user volumes and ensure stable performance.
(c) Customer Cooperation. Customer shall use the Service in accordance with published best practices and shall not initiate automated activities that unduly strain system resources.
(a) Backups. The Company performs daily incremental and weekly full backups of all production databases. Backups are encrypted and stored in geographically separate data centers.
(b) Retention Period. Backup data is retained for at least thirty (30) days unless otherwise required by Applicable Law.
(c) Restoration. In the event of system failure, the Company will use commercially reasonable efforts to restore data from the most recent backup within twenty-four (24) hours.
(d) Disaster Recovery Plan. The Company maintains a documented business continuity and disaster recovery plan that is reviewed and tested at least annually.
(a) Connectivity. Customer is responsible for providing and maintaining Internet connectivity, hardware, and software necessary to access the Service.
(b) Security Configurations. Customer shall follow Company-recommended configurations, including authentication and network settings, to ensure optimal uptime.
(c) Monitoring and Reporting. Customer shall promptly report any observed service degradation or incidents through the designated support channels to allow timely investigation.
The uptime commitment does not apply to performance issues or downtime resulting from:
The Company reserves the right to modify service levels, maintenance schedules, or performance metrics upon thirty (30) days’ written notice. Any such modification will not materially diminish the overall reliability of the Service.
(a) Reporting. The Company maintains logs of system availability, performance metrics, and incident reports. Summary reports may be made available to Customer upon request.
(b) Independent Verification. At the Company’s discretion, uptime performance may be reviewed by a qualified independent auditor or attestation body (e.g., SOC 2).
(c) Transparency. The Company may publish anonymized uptime statistics for transparency and benchmarking purposes.
The commitments and obligations under this Article IX shall survive any termination or expiration of this Agreement for any period necessary to resolve outstanding service-credit claims or disputes arising from downtime events.
ARTICLE X – DATA HANDLING, PRIVACY, AND SECURITY STANDARDS
This Article governs the collection, use, storage, and protection of Data processed through the Service. The Company recognizes that maintaining the confidentiality, integrity, and availability of Customer Data is fundamental to its business and contractual obligations. The provisions in this Article apply to all forms of Data, whether provided directly by Customer or collected automatically through the Service. Alva does not provide legal, compliance, or consulting services of any kind and does not offer advice on how Customers should meet their own regulatory obligations.
(a) Customer Ownership. Customer retains all rights, title, and interest in and to its Data, including any personal or business information uploaded, transmitted, or otherwise processed through the Service. The Company acknowledges that it acquires no ownership rights to Customer Data.
(b) Company Role. For purposes of data protection laws, the Company acts as a “data processor” or “service provider,” processing Data solely on behalf of and under the lawful instructions of the Customer, who acts as the “data controller.”
(c) Limited Rights of Use. The Company may process Customer Data only to provide, maintain, and improve the Service, prevent or address technical problems, comply with law, and perform obligations under this Agreement. Any other processing requires Customer’s prior written consent.
(d) Derived Data. The Company may create aggregated or anonymized data that no longer identifies Customer or any individual. Such derived data is owned by the Company and may be used for legitimate business, statistical, or product-development purposes.
(e) Data Sale and Use Limitations. The Company does not sell, rent, or share Customer Data, including any Google user data, with any third party for marketing or unrelated purposes. All processing of Customer Data is performed solely to operate, secure, and improve the Service in compliance with applicable law.
(a) Collection Practices. The Company collects Data provided by Customer through account registration, uploads, and API integrations, as well as usage data generated automatically through the Service (e.g., device information, IP addresses, and log files).
(b) Processing Activities. Processing includes collection, recording, organization, storage, adaptation, retrieval, analysis, and deletion of Data as necessary to fulfill contractual obligations.
(c) Data Minimization. The Company will collect only the minimum Data necessary to provide the Service, consistent with the principle of proportionality under applicable privacy frameworks.
(d) Retention. Customer Data shall be retained only for as long as necessary to fulfill the specific business purposes for which it was collected or as required by applicable law. Unless a shorter period is agreed in writing, retention shall not exceed five (5) years. After that period, all Data will be securely deleted or irreversibly anonymized in accordance with industry standards.
(a) Technical and Organizational Measures. The Company maintains comprehensive safeguards designed to protect Data against unauthorized access, alteration, loss, or destruction. These safeguards include, among others:
(b) Confidentiality of Personnel. All Company employees and contractors with access to Customer Data are bound by written confidentiality and data-protection obligations and receive periodic training on data-security principles.
(c) Physical Security. Data hosting facilities are protected by layered access controls, surveillance, and environmental safeguards in compliance with industry standards such as ISO 27001 or SOC 2 Type II.
(d) Business Continuity. The Company maintains disaster-recovery and incident-response plans to ensure continuity of operations and rapid restoration of service in the event of disruption.
(a) Compliance with Laws. The Company shall process Data in accordance with all Applicable Laws governing data privacy and protection, including, where applicable, the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), and any similar state, federal, or international statutes. Nothing in this Agreement shall be interpreted as providing legal advice or creating an attorney-client relationship between the Company and any Customer.
(b) Cross-Border Data Transfers. Where Data is transferred outside its country of origin, the Company ensures lawful transfer mechanisms are in place, such as Standard Contractual Clauses, adequacy decisions, or other lawful safeguards recognized by Applicable Law.
(c) Third-Party Sub-Processors. The Company may engage sub-processors to assist in providing the Service. All sub-processors are subject to written agreements requiring protections equivalent to those in this Article. A current list of sub-processors is maintained in Exhibit A (Sub-Processor List).
(d) Data-Subject Rights. The Company will assist Customer, to the extent reasonably possible, in responding to data-subject requests for access, correction, deletion, or portability of personal data, in accordance with Applicable Law.
(e) Government Access. The Company shall not disclose Customer Data to governmental authorities except as required by law and, where legally permissible, will provide prompt notice to Customer before making such disclosure.
(a) Incident Detection. The Company employs continuous monitoring tools and incident-response procedures to detect unauthorized access or exfiltration of Data.
(b) Notification Obligation. In the event of a confirmed personal-data breach or material security incident, the Company shall notify Customer without undue delay (and in any case within seventy-two (72) hours where required by law) after becoming aware of the incident, providing details of the nature of the breach, the likely consequences, and remedial actions taken.
(c) Cooperation. The Company shall cooperate fully with Customer and relevant regulators in investigating and mitigating any breach, including assisting in preparation of legally required notifications to affected individuals.
(d) Remediation. Following a breach, the Company shall promptly take corrective measures to prevent recurrence and document the root cause, scope, and resolution.
(a) Lawful Basis for Data. Customer represents that it has obtained all necessary consents and legal bases for the collection, use, and processing of Data through the Service.
(b) Accuracy and Legality. Customer shall ensure that all Data provided to the Company is accurate, lawful, and compliant with Applicable Law, and shall not upload data containing sensitive categories (e.g., health, biometric, or financial information) unless explicitly authorized.
(c) Configuration and Access Controls. Customer is responsible for managing access rights, maintaining security of credentials, and implementing appropriate internal data-handling practices to safeguard Data.
(d) No Transfer of Ownership. Customer acknowledges that Data storage on Company systems does not transfer ownership or control of the Company’s infrastructure or intellectual property.
(a) Return of Data. Upon termination or expiration of the Agreement, Customer may request return of its Data in a commonly used electronic format. The Company shall provide such Data within thirty (30) days of the request.
(b) Deletion. After the applicable retention period, the Company shall securely delete all remaining Customer Data, including backups, using certified data-destruction methods consistent with NIST 800-88 or equivalent standards.
(c) Certification. Upon written request, the Company shall certify in writing that Data has been permanently deleted in accordance with this Section.
(a) Independent Audits. The Company engages independent auditors to assess and certify its security and privacy controls, including SOC 2 Type II and related attestations. Summary audit reports may be provided to Customer under confidentiality upon request.
(b) Customer Audit Rights. Upon reasonable notice and subject to confidentiality, Customer may request a review or audit limited to verification of compliance with this Article. Audits shall be conducted no more than once per calendar year and in a manner that avoids undue disruption.
(c) Costs. Each party shall bear its own costs associated with an audit unless a material non-compliance is found, in which case the Company shall bear reasonable audit costs.
(a) Hosting Regions. The Service is hosted within secure cloud environments operated by Azure and Hetzner, located in the European Union, unless otherwise agreed in writing.
(b) Regional Requests. If Customer requires Data storage in a specific jurisdiction (e.g., EU or APAC), such request must be set forth in an Order Form or applicable Data-Processing Addendum (“DPA”).
(c) Data Replication. For redundancy, the Company may replicate Data across multiple data centers within permitted jurisdictions, subject to equivalent security and privacy protections.
The Company maintains up-to-date documentation evidencing its compliance with applicable data-protection standards, including:
Such documentation may be reviewed by Customer under confidentiality upon reasonable request.
The obligations in this Article X regarding data protection, confidentiality, and privacy shall survive termination or expiration of this Agreement for as long as the Company retains any Customer Data or as otherwise required by Applicable Law.
ARTICLE XI – CONFIDENTIALITY AND NON-DISCLOSURE
This Article governs the handling, use, and protection of Confidential Information exchanged between the parties in connection with this Agreement. Each party acknowledges that it may receive or have access to Confidential Information belonging to the other and agrees to preserve its confidentiality using the same degree of care it employs to protect its own confidential information, and in no event less than a reasonable degree of care.
(a) Confidential Information Defined. “Confidential Information” means all information, whether written, oral, electronic, or in any other form, that is disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) and that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
(b) Examples of Confidential Information. Confidential Information includes, but is not limited to:
(c) Exclusions. Confidential Information does not include information that:
(a) Use Limitation. The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement and for no other purpose.
(b) Disclosure Limitation. The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, affiliates, or professional advisers who have a need to know such information for the permitted purpose and who are bound by confidentiality obligations no less protective than those herein.
(c) Protection Standard. The Receiving Party shall maintain physical, administrative, and technical safeguards adequate to prevent unauthorized disclosure, access, or use of Confidential Information.
(d) Notification. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information and shall cooperate in every reasonable way to mitigate the effects of such breach.
(a) Obligation to Notify. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party before making such disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.
(b) Scope of Disclosure. If compelled to disclose, the Receiving Party shall limit disclosure to the portion of Confidential Information required by law and shall continue to protect such information as confidential to the extent possible.
(a) Upon Termination. Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, extracts, or summaries, except to the extent retention is required by law or necessary for enforcement of rights under this Agreement.
(b) Certification of Destruction. Upon written request, the Receiving Party shall certify in writing that all such materials have been destroyed or returned.
The Receiving Party may disclose Confidential Information to its attorneys, accountants, and auditors under a duty of confidentiality as necessary for professional services relating to this Agreement. Such advisors shall use the information solely for the purpose of providing their services and not for any commercial purpose.
The confidentiality obligations under this Article shall continue for five (5) years from the date of disclosure, except that obligations concerning trade secrets shall continue for as long as such information remains a trade secret under Applicable Law.
The Receiving Party may retain in the unaided memory of its employees general know-how and experience derived from exposure to the Confidential Information, provided that such use does not result in the disclosure or misuse of any specific Confidential Information or violation of intellectual property rights.
(a) Injunctive Relief. The parties agree that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, or other equitable remedies in addition to any legal remedies available.
(b) Liability for Misuse. The Receiving Party shall be liable for any breach of this Article by its employees, contractors, affiliates, or agents, and shall indemnify the Disclosing Party against losses arising from unauthorized use or disclosure.
The confidentiality obligations in this Article XI operate in addition to, and not in limitation of, any data-protection obligations set forth in Article X (Data Handling, Privacy, and Security Standards). Where the same information constitutes both Confidential Information and Personal Data, the stricter obligation shall apply.
The obligations of confidentiality and non-disclosure set forth in this Article XI shall survive termination or expiration of this Agreement for the periods specified herein and remain enforceable against both parties, their successors, and permitted assigns.
ARTICLE XII – INTELLECTUAL PROPERTY OWNERSHIP AND FEEDBACK LICENSE
(a) Company Property. The Company retains all right, title, and interest in and to the Service, its software, architecture, algorithms, user interfaces, databases, documentation, and all related Intellectual Property Rights, whether registered or unregistered. This includes any improvements, updates, modifications, or derivative works developed by or on behalf of the Company.
(b) No Transfer or Assignment. Except for the limited license expressly granted in Article V (License Grant, Rights, and Limitations), nothing in this Agreement shall be construed as transferring any ownership or Intellectual Property Rights from the Company to Customer or any third party.
(c) Retention of Rights. The Company reserves all rights not expressly granted to Customer under this Agreement. Any unauthorized use of the Service or Company intellectual property constitutes a material breach and may subject Customer to injunctive relief and damages.
(a) Customer Content Ownership. Customer retains all rights, title, and interest in and to its Data, User Content, trademarks, and any materials uploaded or provided to the Service.
(b) License to Company. Customer grants to the Company a limited, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and improve the Service, maintain security, and comply with legal obligations.
(c) No Secondary Use. The Company shall not sell, lease, or otherwise commercially exploit Customer Data, except to the extent that aggregated or anonymized data is used for legitimate analytics, product development, or benchmarking purposes, consistent with Article X (Data Handling, Privacy, and Security Standards).
(a) Deliverables Created for Customer. If the Company produces any specific deliverables, configurations, or written materials (“Deliverables”) at Customer’s request, the intellectual property in such Deliverables shall, unless otherwise agreed in writing, remain the property of the Company. Customer receives a non-exclusive, non-transferable license to use such Deliverables internally for its own business operations.
(b) Customizations. Any customizations, configurations, or integrations developed for Customer shall not constitute “works made for hire.” The Company retains ownership of the underlying code, templates, and tools, while granting Customer the right to use such modifications as part of the Service during the Subscription Term.
(c) Third-Party Materials. To the extent Deliverables incorporate third-party software, data, or materials, those components remain subject to the applicable third-party license terms, and Customer’s rights are limited accordingly.
(a) Restrictions on Use. Customer shall not use the Company’s trademarks, trade names, or logos except with the Company’s prior written consent. All goodwill arising from authorized use of such marks shall inure solely to the benefit of the Company.
(b) Attribution. The Company may, with Customer’s prior written consent (not to be unreasonably withheld), list Customer’s name and logo on its website or marketing materials to identify Customer as a user of the Service.
(c) Prohibited Uses. Customer shall not register, attempt to register, or claim ownership of any mark, domain name, or social media handle confusingly similar to the Company’s trademarks.
(a) Voluntary Submissions. The Company welcomes feedback, suggestions, ideas, or recommendations regarding improvements to the Service (“Feedback”). Any Feedback provided by Customer is voluntary and shall not create any confidentiality obligation for the Company.
(b) License to Use Feedback. Customer grants the Company an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, copy, modify, distribute, create derivative works from, or otherwise exploit such Feedback for any purpose, including improving or developing products and services.
(c) No Compensation. Customer acknowledges that the Company is not obligated to provide compensation or acknowledgment for use of Feedback and that any improvements developed as a result thereof shall be the sole property of the Company.
(d) Waiver of Moral Rights. To the maximum extent permitted by law, Customer and its contributors waive any moral rights or rights of attribution in Feedback incorporated into the Company’s products.
(a) Prohibition on Infringement. Customer shall not copy, reproduce, reverse-engineer, decompile, or otherwise attempt to obtain the source code or trade secrets underlying the Service.
(b) Enforcement. Each party agrees to promptly notify the other of any known or suspected infringement or misappropriation of the other party’s Intellectual Property Rights.
(c) Remedies. In addition to monetary damages, either party may seek injunctive or equitable relief for any actual or threatened infringement or unauthorized use of its intellectual property without the need to post a bond.
(a) Company Indemnity. The Company shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that Customer’s authorized use of the Service infringes a valid U.S. patent, copyright, or trademark, provided that Customer promptly notifies the Company in writing of the claim and cooperates fully in the defense.
(b) Exclusions. The Company’s indemnity obligations do not apply to claims arising from (i) unauthorized modifications to the Service, (ii) use of the Service in combination with third-party products not supplied by the Company, (iii) use not in accordance with Documentation, or (iv) continued use after notice of alleged infringement when a non-infringing alternative has been provided.
(c) Remedial Actions. If the Service becomes the subject of a claim, the Company may, at its option:
Customer shall defend, indemnify, and hold harmless the Company and its affiliates against any claim arising from (i) Customer Data or User Content, (ii) Customer’s use of the Service in violation of law, or (iii) infringement of any third-party rights by materials provided or uploaded by Customer.
All ownership, license, indemnity, and intellectual-property-related obligations under this Article XII shall survive termination or expiration of this Agreement indefinitely.
ARTICLE XIII – EXPORT CONTROL, SANCTIONS, AND LEGAL COMPLIANCE
(a) General Compliance Obligation. Each party shall comply with all Applicable Laws in connection with the performance of this Agreement and use of the Service, including those relating to data protection, trade regulation, export control, anti-bribery, anti-corruption, and sanctions.
(b) Governing Standards. The Company’s operations are subject to the laws of the United States, including regulations administered by the U.S. Department of Commerce (Export Administration Regulations, “EAR”), the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and other relevant authorities.
(c) Scope of Application. These restrictions apply globally and to all uses, transfers, and reexports of the Service, whether performed physically, digitally, or through remote access.
(a) Export Authorization. Customer shall not export, re-export, transfer, or access the Service or related technical data in any manner that violates U.S. export laws or the export or import laws of any other jurisdiction.
(b) Prohibited Destinations. Customer shall not use or permit access to the Service from, or transfer the Service to, countries or regions that are subject to comprehensive U.S. embargoes or sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, or Luhansk regions of Ukraine, or any other jurisdiction as may be designated from time to time by OFAC or the U.S. Department of State.
(c) Prohibited Parties. Customer shall not use the Service on behalf of or for the benefit of any individual or entity that (i) appears on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List; (ii) appears on the U.S. Department of Treasury’s Specially Designated Nationals (SDN) List; or (iii) is otherwise subject to trade or financial restrictions.
(d) Prohibited End Uses. The Service may not be used for the design, development, or production of nuclear, chemical, or biological weapons, or for any other military end use prohibited by export control regulations.
(a) Legal Eligibility. Customer represents and warrants that it and its Authorized Users (i) are not located in, under the control of, or nationals or residents of any country subject to U.S. embargoes; (ii) are not identified on any restricted-party list; and (iii) will not use the Service for any purpose prohibited under Applicable Law.
(b) Compliance Responsibility. Customer shall be solely responsible for compliance with all import, export, and re-export laws applicable to its use of the Service, including obtaining any required licenses or authorizations.
(c) Notification Obligation. Customer shall immediately notify the Company if it becomes subject to sanctions, debarment, or any governmental restrictions that would prevent performance under this Agreement.
(a) Prohibition on Corruption. Neither party shall, directly or indirectly, offer, pay, promise, or authorize any bribe or other improper advantage to any person, including government officials, for the purpose of obtaining or retaining business or influencing any act or decision in connection with this Agreement.
(b) Compliance Frameworks. Each party represents that it is and shall remain in compliance with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and other equivalent laws of applicable jurisdictions.
(c) Internal Controls. Each party shall maintain adequate internal accounting controls and compliance policies reasonably designed to prevent violations of anti-corruption or anti-bribery laws.
(d) Reporting. Either party may report any actual or suspected corruption or unethical conduct related to this Agreement to appropriate authorities without notice to the other party.
(a) Right to Screen. The Company may conduct internal verification of Customer and Authorized Users to ensure compliance with applicable export control and sanctions laws, using publicly available sanctions lists where appropriate.
(b) Suspension of Service. If the Company determines that Customer or any Authorized User is in violation of export control or sanctions restrictions, the Company may immediately suspend or terminate access to the Service without liability.
(c) Cooperation. Customer shall cooperate with the Company’s compliance reviews or requests for information related to sanctions or export control verification.
(a) Lawful Requests. The Company may disclose information, including Customer Data, to governmental or regulatory authorities if required by law, subpoena, or valid court order, provided that the Company shall, where legally permissible, give prior notice to Customer.
(b) Audit Rights. If required by law, the Company may comply with official audits, investigations, or trade-control inquiries conducted by competent authorities and provide relevant documentation.
(c) Non-Waiver of Privilege. Such cooperation does not waive any applicable legal privilege or confidentiality protections.
(a) Customer Indemnity. Customer shall indemnify and hold harmless the Company, its officers, and affiliates from and against any losses, penalties, or costs arising from Customer’s failure to comply with export control, sanctions, or anti-corruption laws.
(b) Mutual Cooperation. Each party shall cooperate in good faith in responding to governmental inquiries or audits relating to trade control or sanctions compliance arising out of this Agreement.
Upon reasonable request, Customer shall provide written certification confirming compliance with this Article XIII. The Company may require such certification annually or as a condition for continued access to the Service where legally necessary.
The obligations and restrictions contained in this Article XIII shall survive termination or expiration of this Agreement and remain in effect for as long as either party retains any legal obligations under export, sanctions, or anti-corruption laws.
ARTICLE XIV – REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
Each party represents and warrants to the other that:
(a) Authority. It has full power and authority to enter into this Agreement and to perform its obligations hereunder;
(b) No Conflict. The execution and performance of this Agreement do not and will not violate any other agreement, law, or obligation to which it is bound; and
(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
The Company represents and warrants that:
(a) Service Operation. It shall operate the Service in a professional and workmanlike manner consistent with prevailing industry standards and the Documentation;
(b) Authorization. It has all necessary rights, licenses, and permissions to provide the Service and grant the licenses set forth herein;
(c) No Malicious Code. To the best of its knowledge, the Service does not contain any malicious code, viruses, or hidden mechanisms designed to damage or unlawfully access Customer systems or data;
(d) Compliance. The Service and the Company’s data-handling practices comply with Applicable Law, including data-protection, export, and anti-corruption laws, to the extent relevant to the Company’s operations; and
(e) Non-Infringement. The Service, when used in accordance with this Agreement, does not knowingly infringe any third-party intellectual property right.
Customer represents and warrants that:
(a) Lawful Use. Its use of the Service and processing of Data shall comply with all Applicable Laws, including privacy, export control, and intellectual property laws;
(b) Accuracy of Information. All registration, billing, and business information provided to the Company is complete and accurate;
(c) Authority to Provide Data. Customer has obtained all necessary rights and consents to provide Customer Data for processing under this Agreement, including any consents required from data subjects or third parties;
(d) No Unauthorized Activities. Customer shall not use the Service for any unlawful purpose, competitive analysis, or distribution of harmful or infringing materials; and
(e) System Environment. Customer shall maintain secure and compatible systems for accessing the Service and will not introduce malicious code or vulnerabilities into the Company’s environment.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.
(a) No Continuous Access Guarantee. The Company does not warrant that the Service will be uninterrupted, error-free, or immune from unauthorized access or loss.
(b) Third-Party Services. The Company makes no representations or warranties regarding any Third-Party Services or content accessed through integrations, which are governed solely by the terms of the respective providers.
(c) Results Disclaimer. The Company does not guarantee that the use of the Service will meet Customer’s business objectives or produce specific financial or operational results.
(d) Beta and Trial Use. Beta features, evaluations, and trials are provided without warranties of any kind, and Customer assumes all risks associated with their use.
Customer’s sole and exclusive remedy for breach of any Company warranty shall be (a) correction or re-performance of the defective Service; or, if such remedy is commercially impracticable, (b) termination of the affected Service and a refund of prepaid Fees for the unused portion of the Subscription Term.
No oral or written information or advice provided by the Company, its employees, or representatives shall create any warranty or representation not expressly stated in this Agreement. Customer acknowledges that it has not relied on any statement or promise not expressly set forth herein.
The Company reserves the right to modify, enhance, or discontinue any feature or functionality of the Service, provided that such modification does not materially diminish its overall functionality. Continued use of the Service following notice of such modification constitutes acceptance.
The warranties under Section 14.2 shall not apply to defects, failures, or non-conformance resulting from:
The provisions of this Article XIV, including all disclaimers, limitations, and remedies, shall survive termination or expiration of this Agreement.
ARTICLE XV – LIMITATION OF LIABILITY
To the fullest extent permitted by Applicable Law, neither party shall be liable to the other or to any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including without limitation loss of profits, revenue, business, data, goodwill, or anticipated savings, even if such party has been advised of the possibility of such damages and regardless of the legal theory on which the claim is based (whether in contract, tort, negligence, strict liability, or otherwise).
(a) Aggregate Cap. Except as otherwise provided in Section 15.3, each party’s total aggregate liability for all claims arising under or in connection with this Agreement, regardless of form or cause of action, shall not exceed the total amount of Fees actually paid by Customer to the Company under this Agreement during the twelve (12) months preceding the event giving rise to the claim.
(b) Separate Contracts. Where Customer has entered into multiple order forms or statements of work, liability for each shall be limited to the Fees paid under that specific order form or statement of work.
(c) Single Recovery. The limitations in this Article XV apply collectively to all claims, actions, and remedies, such that no multiple recoveries are permitted for the same loss.
The limitations of liability set forth in Section 15.2 shall not apply to:
For all such exceptions, each party’s liability shall be limited to the extent allowed by law and shall exclude punitive damages unless awarded by a court of competent jurisdiction as a matter of law.
(a) Customer Responsibility. Customer acknowledges and agrees that it is solely responsible for all Customer Data and for maintaining appropriate backups and redundancy outside the Service.
(b) No Liability for Loss of Data. Except as expressly provided under Article IX (Service Levels, Uptime, and Maintenance Windows), the Company shall not be liable for any loss, destruction, or corruption of data.
(c) Restoration Efforts. The Company’s sole obligation following a data loss event shall be to restore Data from the most recent backup, subject to the limitations of Section 15.2.
The parties acknowledge that the Fees charged under this Agreement reflect the allocation of risk between the parties, and that the limitations and exclusions of liability set forth herein are an essential element of the bargain between them. Each party further acknowledges that it has had the opportunity to negotiate these limitations and that they form an integral part of the Agreement’s economic structure.
The Company shall not be liable for any acts, omissions, or failures of Third-Party Services, including third-party APIs, hosting providers, or integrations that Customer enables at its discretion. Such third-party offerings are provided solely under their respective terms, and Customer assumes all risk associated with their use.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, cyberattacks, or failure of telecommunications or Internet services, provided that such party promptly notifies the other and uses reasonable efforts to resume performance.
No action arising under or related to this Agreement may be brought by either party more than one (1) year after the cause of action accrues, except for actions to enforce payment obligations, breaches of confidentiality, or violations of intellectual property rights.
The existence of multiple claims or causes of action shall not enlarge the limitations of liability set forth herein. All related claims arising from a single event or series of related events shall be aggregated for purposes of applying the liability cap.
The limitations, exclusions, and disclaimers contained in this Article XV shall survive termination or expiration of this Agreement and shall apply to any and all claims, regardless of when such claims arise.
ARTICLE XVI – INDEMNIFICATION AND REMEDIES
Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other party, its affiliates, officers, directors, employees, agents, and representatives (“Indemnified Party”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) a breach of this Agreement by the Indemnifying Party;
(b) the Indemnifying Party’s negligence, willful misconduct, or violation of Applicable Law; or
(c) any claim that materials, content, or data provided by the Indemnifying Party infringe, misappropriate, or otherwise violate any third-party intellectual property right or privacy right.
(a) Scope. The Company shall indemnify, defend, and hold harmless Customer and its affiliates from any third-party claim alleging that the Service, when used in accordance with this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark, or trade secret.
(b) Exclusions. The Company’s indemnification obligation shall not apply to claims resulting from:
(c) Remedial Measures. In the event that a claim arises or, in the Company’s reasonable opinion, is likely to arise, the Company may, at its option:
(d) Sole Remedy. The remedies provided in this Section constitute Customer’s exclusive remedy and the Company’s entire liability for intellectual property infringement claims.
Customer shall defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, and employees from and against any and all losses, damages, liabilities, and expenses arising from:
(a) Customer’s violation of this Agreement or of Applicable Law;
(b) Customer Data, including claims that processing or display of such data infringes any third-party rights;
(c) misuse of the Service by Customer or its Authorized Users; or
(d) Customer’s use of Third-Party Services or integrations in conjunction with the Service.
(a) Notice of Claim. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought. Failure to provide prompt notice shall relieve the Indemnifying Party of its obligations only to the extent such failure materially prejudices its ability to defend the claim.
(b) Control of Defense. The Indemnifying Party shall have sole control over the defense and settlement of the claim, provided that it may not settle any claim in a manner that imposes any liability, admission of fault, or injunctive relief on the Indemnified Party without that party’s prior written consent.
(c) Cooperation. The Indemnified Party shall reasonably cooperate, at the Indemnifying Party’s expense, in the defense and settlement of the claim. The Indemnified Party may participate in the defense with counsel of its choosing at its own expense.
(a) Injunctive Relief. Each party acknowledges that a breach of Article X (Data Handling, Privacy, and Security Standards), Article XI (Confidentiality and Non-Disclosure), or Article XII (Intellectual Property Ownership and Feedback License) may cause irreparable harm not compensable by monetary damages alone. Accordingly, either party shall be entitled to seek injunctive or equitable relief, without posting bond, to prevent or remedy such breach.
(b) Cumulative Remedies. All remedies available under this Agreement or at law or equity are cumulative and may be exercised concurrently or separately. The election of one remedy shall not preclude pursuit of others.
(c) Duty to Mitigate. The Indemnified Party shall use reasonable efforts to mitigate losses arising from any indemnifiable claim or breach.
The obligations of indemnification are conditioned on the following:
Upon payment of any indemnified claim, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the underlying claim to the extent of such payment. The Indemnified Party shall execute such documents and take such actions as may be reasonably necessary to perfect this right.
The obligations set forth in this Article XVI shall survive the termination or expiration of this Agreement for a period of five (5) years, or such longer period as is necessary to resolve any pending or threatened claim.
ARTICLE XVII – TERM, TERMINATION, AND SUSPENSION OF SERVICE
(a) Initial Term. This Agreement shall commence on the Effective Date and continue for the initial subscription period specified in the applicable Order Form or Statement of Work (the “Initial Term”), unless earlier terminated as provided herein.
(b) Renewal Term. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year renewal periods (each a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
(c) Collective Definition. The Initial Term and any Renewal Terms shall collectively constitute the “Term” of this Agreement.
Either party may terminate this Agreement or any active Order Form for convenience upon sixty (60) days’ prior written notice to the other party, provided that termination for convenience shall not relieve Customer of its obligation to pay all Fees accrued or committed prior to the effective termination date.
(a) By Either Party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
(b) Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) admits in writing its inability to pay debts as they come due, or (iv) files or has filed against it any petition under bankruptcy or insolvency law that is not dismissed within sixty (60) days.
(c) Non-Payment. The Company may suspend or terminate Customer’s access to the Service if Customer fails to pay undisputed Fees within fifteen (15) days after written notice of delinquency.
(a) Grounds for Suspension. The Company may suspend all or part of the Service, without liability, immediately upon notice to Customer if:
(b) Notice and Restoration. The Company will use reasonable efforts to provide prior notice before suspension where practicable and shall promptly restore the Service upon resolution of the underlying cause.
(c) Effect of Suspension. Suspension shall not relieve Customer of its payment obligations or extend any Subscription Term.
Upon termination or expiration of this Agreement:
(a) Cessation of Rights. All rights and licenses granted to Customer shall immediately terminate, and Customer shall cease all access to and use of the Service;
(b) Return or Deletion of Data. The Company shall, upon Customer’s written request made within thirty (30) days of termination, return Customer Data in a standard electronic format. After such period, the Company may permanently delete all Customer Data, subject to Section 10.8 (Data Return and Deletion);
(c) Final Payment. Customer shall pay all outstanding Fees and charges incurred prior to the effective date of termination, including amounts due for any ongoing or committed services;
(d) No Refunds. Except where termination results from the Company’s uncured material breach, all prepaid Fees are non-refundable; and
(e) Transition Assistance. Upon Customer’s request, and subject to mutual agreement on scope and fees, the Company may provide limited transition or data-migration assistance for a commercially reasonable period following termination.
Termination or expiration of this Agreement shall not affect rights or obligations that by their nature are intended to survive, including but not limited to Articles X (Data Handling and Privacy), XI (Confidentiality), XII (Intellectual Property), XV (Limitation of Liability), XVI (Indemnification and Remedies), XVIII (Governing Law and Dispute Resolution), and any payment or indemnity obligations accrued prior to termination.
Termination or suspension by either party shall be without prejudice to any other rights or remedies available under this Agreement or at law, including the right to recover damages for breach or enforce confidentiality and data-protection obligations.
Upon request, each party shall certify in writing to the other that it has complied with its post-termination obligations, including deletion or return of Confidential Information and Customer Data.
ARTICLE XVIII – GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION
(a) Controlling Law. This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to conflict-of-laws principles that would result in the application of the laws of another jurisdiction.
(b) Uniform Interpretation. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any local adoption thereof.
(c) Compliance with Applicable Law. Each party shall comply with all laws, rules, and regulations applicable to its performance under this Agreement, including those relating to data protection, trade controls, and export regulations, as referenced in Article XIII (Export Control, Sanctions, and Legal Compliance).
(a) Exclusive Jurisdiction. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Laramie County, Wyoming, and each party irrevocably submits to the personal jurisdiction and venue of such courts.
(b) Waiver of Objection. Each party waives any objection based on inconvenient forum or lack of jurisdiction with respect to proceedings in such courts.
(c) Injunctive Relief Exception. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of Confidential Information or Intellectual Property.
(a) Initial Negotiation. Before initiating any legal or arbitral proceeding, the parties shall attempt in good faith to resolve any dispute or claim arising under this Agreement through direct discussions between senior executives of both parties.
(b) Notice of Dispute. A party asserting a dispute shall provide written notice describing in reasonable detail the nature of the claim, the relief sought, and any supporting documentation. The receiving party shall respond within ten (10) business days, and the parties shall meet (virtually or in person) within twenty (20) business days thereafter to attempt resolution.
(c) Continued Performance. Unless otherwise agreed in writing, the parties shall continue performing their respective obligations under this Agreement during the dispute-resolution process, except to the extent performance is directly affected by the dispute.
At either party’s request, any unresolved dispute shall first be submitted to confidential, non-binding mediation administered by a mutually agreed mediator or, if the parties cannot agree within fifteen (15) days, under the mediation procedures of the American Arbitration Association (AAA). Each party shall bear its own costs of mediation and share equally the mediator’s fees.
(a) Agreement to Arbitrate. Except as otherwise provided in this Article, any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through negotiation or mediation shall be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
(b) Arbitration Venue and Language. The arbitration shall be conducted in Cheyenne, Wyoming, in the English language, by a panel of one (1) arbitrator experienced in commercial and technology contracts, appointed in accordance with the AAA Rules.
(c) Arbitration Procedure. The arbitrator shall have authority to grant any remedy or relief available at law or in equity, subject to the limitations set forth in Article XV (Limitation of Liability). The award shall be in writing, state the reasons for the decision, and be final and binding on the parties.
(d) Judgment on Award. Judgment upon the arbitration award may be entered and enforced in any court having competent jurisdiction, and each party consents to such enforcement.
To the maximum extent permitted by law, the parties agree that any dispute resolution proceeding shall be conducted solely on an individual basis, and not as a class, consolidated, or representative action. Each party waives the right to participate in any class or collective proceeding against the other.
The prevailing party in any arbitration or legal action brought to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees, expert-witness costs, and other expenses incurred in connection with such proceeding, in addition to any other relief granted.
Each party knowingly, voluntarily, and irrevocably waives any right it may have to a trial by jury in any action or proceeding arising out of or relating to this Agreement.
Nothing in this Article shall prevent either party from seeking temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration or final adjudication. Such relief shall not be deemed incompatible with or a waiver of the arbitration requirement.
All negotiations, mediations, and arbitrations conducted under this Article shall be confidential. Except as required by law or court order, no party or arbitrator shall disclose the existence, content, or result of any proceeding without the prior written consent of both parties.
The provisions of this Article XVIII shall survive termination or expiration of this Agreement and remain binding upon the parties, their successors, and permitted assigns.
ARTICLE XIX – FORCE MAJEURE AND UNFORESEEN EVENTS
For the purposes of this Agreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party that prevents or delays performance of any obligation under this Agreement, including but not limited to:
(a) Acts of God, natural disasters, earthquakes, floods, fires, explosions, or extreme weather conditions;
(b) War, terrorism, sabotage, civil unrest, insurrection, embargoes, or blockades;
(c) Strikes, labor disputes, work stoppages, or industrial actions (other than those involving the affected party’s own employees);
(d) Failure, interruption, or delay of telecommunications, Internet, or hosting services not under the affected party’s control;
(e) Pandemic, epidemic, or other public-health emergencies, including government-mandated quarantines or travel restrictions;
(f) Acts or omissions of government authorities, regulatory changes, or export restrictions; and
(g) Cyberattacks, ransomware, denial-of-service attacks, or other malicious acts by third parties that materially disrupt normal operations.
(a) Prompt Notification. A party affected by a Force Majeure Event (“Affected Party”) shall provide prompt written notice to the other party, identifying the nature, expected duration, and impact of the event.
(b) Ongoing Updates. The Affected Party shall use reasonable efforts to keep the other party informed of developments and anticipated restoration timelines.
(c) Documentation. The Affected Party shall provide documentation or certification from a recognized authority (where applicable) verifying the occurrence of the Force Majeure Event upon request.
(a) Temporary Relief. Upon occurrence of a Force Majeure Event, the obligations of the Affected Party that are directly prevented or delayed by such event shall be suspended for the duration of the event and for a reasonable recovery period thereafter.
(b) Continued Performance. The Affected Party shall continue to perform those obligations not affected by the Force Majeure Event and shall use commercially reasonable efforts to resume full performance as soon as practicable.
(c) Exclusion of Payment Obligations. Force Majeure shall not excuse Customer’s obligation to pay Fees or other monetary amounts due under this Agreement except to the extent the Service is rendered fully unavailable for reasons directly caused by the event.
(a) Reasonable Efforts. The Affected Party shall take all commercially reasonable steps to minimize the adverse effects of the Force Majeure Event, including engaging backup suppliers, alternate systems, or substitute facilities where feasible.
(b) Resumption of Services. Once the Force Majeure Event ceases, the Affected Party shall promptly resume full performance and notify the other party accordingly.
(c) Cooperation. The parties shall cooperate in good faith to implement contingency or continuity measures during and following the Force Majeure Event.
If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other, without liability for such termination. In such case, the Company shall refund Customer any prepaid Fees for Services not rendered after the effective termination date, less any costs incurred in connection with Force-Majeure-related mitigation efforts.
The occurrence of a Force Majeure Event shall not excuse or release either party from any liability arising from obligations or breaches that occurred prior to the commencement of such event.
During a Force Majeure Event, the Company may allocate available resources among its customers in a manner that is fair, equitable, and reasonable under the circumstances, giving due consideration to critical support and security priorities.
(a) Business Continuity Plan. The Company maintains a documented business-continuity and disaster-recovery plan, reviewed and tested at least annually, to ensure the continuation of essential services in the event of a Force Majeure Event.
(b) Fallback Measures. The Company may temporarily operate in a reduced-service or degraded-performance mode during restoration, provided such measures are consistent with industry standards.
(c) Customer Cooperation. Customer agrees to cooperate with the Company in implementing any necessary technical or procedural adjustments during the recovery period.
Force Majeure does not include:
This Article shall not relieve either party from obligations that by their nature must continue, including confidentiality, data protection, and indemnification. Obligations suspended by a Force Majeure Event shall resume automatically upon cessation of the event.
ARTICLE XX – NOTICES, COMMUNICATIONS, AND ELECTRONIC CONSENT
(a) Written Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement (“Notices”) shall be in writing and shall be deemed duly given when:
(b) Electronic Delivery. The parties acknowledge and agree that Notices and communications exchanged electronically, including via email, secure portals, or online dashboards, shall satisfy all legal requirements that such communications be “in writing.”
(c) Delivery Failures. A Notice sent by email that is returned as undeliverable shall not be deemed received. The sender shall promptly resend the Notice by another permitted method.
Unless otherwise designated in writing, Notices shall be sent to the following addresses:
If to the Company:
Alva Intelligence LLC
Attention: Legal Department
30 N Gould STR, Sheridan, Wyoming. 82801
Email: support@a-leads.co & privacy@joinalva.ai
If to the Customer:
To the address or email associated with Customer’s account or specified in the applicable Order Form.
Each party may update its contact information for Notices by providing written notice to the other party in accordance with this Section.
(a) Service Communications. The Company may provide routine operational communications related to the Service (including updates, billing notifications, or technical alerts) by email, web portal, or dashboard notifications.
(b) Marketing and Announcements. Marketing or promotional communications shall be governed by Customer’s communication preferences and applicable data-protection laws. Customer may opt out of non-essential communications at any time by following the unsubscribe link or adjusting notification settings.
(c) Legal Effect. Operational communications and system messages sent through the Service interface shall be deemed received upon delivery, display, or availability through the Customer’s account.
(a) Authorized Signatories. Each party represents that the individual executing this Agreement on its behalf is duly authorized to bind such party.
(b) Electronic Signatures. The parties agree that execution of this Agreement and related documents by electronic signature (including clickwrap, e-sign, or scanned signature) shall be valid and binding to the same extent as a handwritten signature.
(c) Digital Consent. Customer acknowledges that acceptance of this Agreement through an online process, such as clicking “I Agree” or activating the Service, constitutes full and enforceable acceptance of its terms.
(a) Effective Upon Receipt. Notices are effective only (i) upon receipt by the receiving party and (ii) if the party giving the Notice has complied with the requirements of this Article.
(b) Deemed Delivery for Electronic Notices. Notices sent electronically before 5:00 p.m. Mountain Time on a business day are deemed received that day; otherwise, they are deemed received on the next business day.
All communications, notices, and documentation under this Agreement shall be in the English language. In the event of translation into another language, the English version shall control for interpretation and enforcement.
Each party shall maintain records of all material Notices and consents transmitted under this Agreement for at least three (3) years from the date of transmission or such longer period as required by law.
(a) Electronic Dealings. The parties consent to conducting transactions electronically, including contract execution, delivery of notices, and maintenance of records, to the fullest extent permitted by law.
(b) Withdrawal of Consent. Either party may withdraw consent to electronic communications by written notice; however, withdrawal shall not affect the validity of prior electronic acts or agreements.
All Notices exchanged under this Agreement that contain Confidential Information shall be treated in accordance with Article XI (Confidentiality and Non-Disclosure).
The provisions of this Article XX shall survive termination or expiration of this Agreement and remain binding on both parties with respect to all Notices or consents transmitted during the Term or in connection with post-termination obligations.
ARTICLE XXI – ASSIGNMENT, SUBCONTRACTING, AND SUCCESSION OF RIGHTS
(a) Restriction on Assignment. Neither party may assign, transfer, delegate, or otherwise convey this Agreement or any of its rights or obligations hereunder, whether by operation of law, merger, acquisition, change of control, or otherwise, without the prior written consent of the other party.
(b) Exceptions. Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s consent, to (i) an affiliate that controls, is controlled by, or is under common control with the assigning party, or (ii) a successor entity in connection with a merger, reorganization, sale of all or substantially all of its assets, or similar transaction, provided that such successor assumes all obligations under this Agreement in writing.
(c) Notice of Assignment. The assigning party shall promptly notify the other party in writing of any permitted assignment or transfer and shall provide relevant details regarding the successor entity.
(a) Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and legal representatives.
(b) No Unauthorized Assignment. Any purported assignment or delegation made in violation of this Article shall be void and of no effect.
(c) Continuity of Performance. In the event of an assignment or change of control, all terms and obligations hereunder shall remain fully enforceable against the successor or assignee.
(a) Right to Subcontract. The Company may subcontract portions of its obligations under this Agreement to qualified third parties, provided that (i) the Company remains fully responsible for the performance of all subcontracted obligations, and (ii) such subcontractors are bound by written agreements containing confidentiality, data-protection, and security provisions no less protective than those contained herein.
(b) Sub-Processor Disclosure. For Services involving the processing of Customer Data, the Company shall maintain and make available a current list of approved sub-processors, as referenced in Exhibit A and consistent with Article X (Data Handling, Privacy, and Security Standards).
(c) Customer Notification. The Company shall notify Customer of the addition or replacement of any sub-processor materially affecting the Service and shall provide Customer a reasonable opportunity to object on legitimate data-protection grounds.
(a) Notification. Each party shall provide written notice to the other promptly following any transaction resulting in a change of control. For purposes of this section, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests or the power to direct management and policies.
(b) No Release of Obligations. Any change of control shall not relieve the affected party of its obligations under this Agreement unless expressly agreed to in writing by the other party.
(c) Termination Option. In the event the Company undergoes a change of control resulting in its direct ownership or operation by a competitor of Customer, Customer may terminate this Agreement upon thirty (30) days’ written notice.
No delegation of duties or obligations by either party shall relieve that party from full responsibility for performance under this Agreement. The delegating party shall remain primarily liable for all acts, omissions, and defaults of its delegates or agents as if performed by the party itself.
This Agreement shall be binding upon, and shall inure to the benefit of, the successors, heirs, administrators, and permitted assigns of each party. Any reference in this Agreement to a party shall include such party’s successors and permitted assigns.
If either party becomes insolvent, enters bankruptcy, or undergoes receivership, the non-defaulting party may:
(a) Require written confirmation of the successor’s intention and ability to continue performance under this Agreement; or
(b) Terminate the Agreement upon written notice if performance becomes impracticable or contrary to law.
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights, remedies, or benefits on any third party, except as expressly provided herein.
The obligations of this Article XXI shall survive termination or expiration of this Agreement and remain enforceable against any successor, assignee, or legal representative of either party.
ARTICLE XXII – ENTIRE AGREEMENT, AMENDMENTS, AND SEVERABILITY
(a) Integration Clause. This Agreement, together with all Exhibits, Appendices, Schedules, Order Forms, and incorporated policies, constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior or contemporaneous proposals, negotiations, representations, understandings, or communications, whether oral or written, relating to the subject matter herein.
(b) Supersession of Prior Agreements. Any prior agreements, memoranda of understanding, or informal arrangements between the parties concerning the Service or related deliverables are hereby terminated and replaced by this Agreement in its entirety.
(c) Reliance. Each party acknowledges that it has not relied on any representations, statements, or promises not expressly set forth in this Agreement. No oral explanations, marketing materials, or collateral documents shall modify the terms contained herein unless incorporated through formal amendment.
(a) Written Form Requirement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and executed by authorized representatives of both parties.
(b) No Oral Waiver. Oral modifications or implied waivers shall have no force or effect. A waiver of any breach shall not constitute a waiver of any subsequent breach or obligation.
(c) Service Modifications. The Company reserves the right to update or modify non-material terms of the Service, such as Documentation or policies referenced in this Agreement (including privacy and security policies), by providing at least fifteen (15) days’ advance notice. Continued use of the Service after the effective date of such updates constitutes acceptance of the revised terms.
(d) Order Form Amendments. Changes to scope, pricing, or Service configuration shall be documented in a written amendment or new Order Form signed by both parties, each of which shall become part of this Agreement.
(a) Preservation of Validity. If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
(b) Replacement Provision. The parties agree to negotiate in good faith a valid and enforceable substitute provision that most closely reflects the original intent and economic balance of the invalidated term.
(c) No Void by Association. The invalidity of a single clause shall not affect the enforceability of the Agreement as a whole, nor shall it render other sections void or unenforceable.
Failure or delay by either party to exercise any right, remedy, or privilege under this Agreement shall not constitute a waiver thereof, nor shall any single or partial exercise of such right preclude further exercise or enforcement of any other right or remedy. All rights and remedies under this Agreement are cumulative and may be exercised separately or concurrently.
(a) Multiple Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
(b) Electronic Execution. Execution and delivery of this Agreement by electronic signature or via digital platforms (including DocuSign, PDF, or click-acceptance) shall be deemed valid and binding to the same extent as manual execution.
(c) Effective Date. The Agreement shall become effective on the date of the last signature or acceptance through the Service’s activation interface (“Effective Date”).
(a) Headings for Convenience. The headings and sub-headings in this Agreement are for convenience only and shall not affect interpretation.
(b) Construction. The parties acknowledge that each has participated equally in drafting and reviewing this Agreement, and therefore, no presumption or burden of proof shall arise favoring either party by virtue of authorship.
(c) Singular and Plural. Words in the singular include the plural and vice versa; references to “including” mean “including without limitation.”
The provisions of this Article XXII shall survive termination or expiration of this Agreement and shall continue to govern the interpretation, enforceability, and integration of all surviving obligations.
ARTICLE XXIII – INTERPRETATION AND SURVIVAL OF OBLIGATIONS
(a) Mutual Drafting. The parties acknowledge that this Agreement has been jointly negotiated and drafted. Accordingly, any rule of construction resolving ambiguities against the drafting party shall not apply in the interpretation of this Agreement.
(b) Plain Meaning. Terms shall be interpreted according to their plain and ordinary meaning in the context of commercial and legal practice, unless specifically defined herein.
(c) Headings. Section and Article headings are for reference only and shall not affect interpretation or construction of any provision.
(d) Inclusive Language. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole and not to any specific section, schedule, or exhibit.
(e) References. References to statutes, regulations, or laws include all amendments, restatements, or successor enactments. References to documents include all permitted amendments or replacements thereof.
(f) Singular and Plural. Words in the singular include the plural and vice versa. References to one gender include all genders.
(g) Time Periods. All time periods referenced in this Agreement shall be calculated in calendar days unless otherwise specified, and any deadline falling on a weekend or legal holiday shall automatically extend to the next business day.
In the event of any conflict or inconsistency between the provisions of this Agreement, the following order of precedence shall apply:
To the extent possible, all provisions shall be interpreted to give effect to each without conflict.
All Exhibits, Appendices, and Schedules attached hereto are incorporated by reference as though fully set forth in the body of this Agreement. References to this Agreement shall be deemed to include all such attachments.
Except as expressly limited herein, the rights and remedies provided under this Agreement are cumulative and in addition to any other rights or remedies available at law, in equity, or otherwise. The election of one remedy shall not preclude the pursuit of other available remedies unless expressly waived in writing.
The following obligations shall expressly survive termination, expiration, or completion of this Agreement, regardless of cause:
If any provision of this Agreement is found unenforceable or invalid by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent. The remaining provisions shall continue in full force and effect.
No waiver by either party of any term, condition, or breach shall be deemed a continuing waiver unless expressly stated in writing. Failure to enforce any provision shall not be deemed a waiver of the right to enforce such provision or any other provision subsequently.
This Agreement shall be interpreted to give full effect to its commercial purpose: to establish a lawful, fair, and transparent framework governing the use of the Service, allocation of risk, and mutual obligations between the parties.
Where specific time periods for survival are not stated, the surviving obligations shall continue for the greater of (a) five (5) years after termination of this Agreement or (b) the maximum period permitted by Applicable Law. Obligations involving intellectual property, confidentiality, and data protection shall survive indefinitely.
ARTICLE XXIV – EFFECTIVE DATE AND EXECUTION / ACCEPTANCE
This Agreement shall become effective as of the date on which it is accepted by the Customer through one of the following means (the “Effective Date”):
(a) The date of electronic acceptance through a click-wrap, sign-up, or activation interface;
(b) The date the Customer executes an associated Order Form or Statement of Work referencing this Agreement; or
(c) The date the Customer first accesses or uses the Service, whichever occurs first.
From that date forward, all use of the Service shall be deemed acceptance of, and agreement to be bound by, the terms of this Agreement.
(a) Electronic Acceptance. The parties agree that this Agreement may be executed and accepted electronically, including by digital signature, click acceptance, electronic transmission of a signed document (PDF, DocuSign, or equivalent), or other verifiable electronic means. Such acceptance shall have the same force and effect as manual execution.
(b) Written Acceptance. Where acceptance occurs through physical signature, the Agreement shall take effect upon the date of last execution by either party, as indicated on the signature block.
(c) Binding Effect. Upon acceptance, this Agreement shall constitute a valid, binding, and enforceable contract between the Customer and the Company, governing all access to and use of the Service.
Each individual executing or accepting this Agreement represents and warrants that they are duly authorized to act on behalf of the party they represent and to bind that party to the terms of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute a single and binding instrument. Transmission of a counterpart via electronic means (e.g., PDF or scanned signature) shall be deemed delivery of a duly executed original.
Continued access to or use of the Service by Customer or its Authorized Users following notice of any permitted modification of this Agreement shall constitute acceptance of such modification and agreement to be bound by the updated terms.
(a) Confirmation of Acceptance. Upon acceptance, the Company shall provide a record of this Agreement and confirmation of the Effective Date through electronic means (email, dashboard, or system record).
(b) Retention. Each party shall maintain a copy of the executed or electronically accepted version of this Agreement for its records and for purposes of enforcement.
This Agreement shall remain in full force and effect from the Effective Date until termination or expiration in accordance with Article XVII (Term, Termination, and Suspension of Service). Provisions that by their nature are intended to survive shall continue in effect as specified in Article XXIII (Interpretation and Survival of Obligations).
By accepting this Agreement, each party acknowledges that it has carefully read, understood, and agreed to all terms and conditions herein; that it has had the opportunity to seek independent legal advice; and that it enters this Agreement voluntarily and with full authority.
The following Exhibits and Appendices form an integral part of this Agreement. Each is incorporated herein by reference and shall have the same legal force and effect as if fully set forth in the body of this Agreement. In the event of any conflict between an Exhibit and the main body of this Agreement, the terms of the main body shall control unless the Exhibit expressly states otherwise.
| Exhibit | Title | Description |
|---|---|---|
| Exhibit A | Sub-Processor List and Data Handling Partners | Identifies approved sub-processors, infrastructure vendors, and service providers engaged by the Company for processing of Customer Data pursuant to Article X. |
| Exhibit B | Service Level and Uptime Commitment Schedule | Sets forth detailed service-level metrics, availability targets, reporting procedures, and applicable service credits as referenced in Article IX. |
| Exhibit C | Data Protection and Privacy Compliance Matrix | Outlines applicable privacy obligations, cross-border transfer mechanisms, and GDPR/CCPA alignment documentation consistent with Article X. |
| Exhibit D | Security and Incident Response Framework | Describes technical and organizational security measures, audit procedures, and incident response protocols referenced throughout Article X. |
| Exhibit E | Order Form Template and Fee Schedule | Provides the standard form of ordering document and corresponding pricing or subscription model, referenced in Articles IV and XVII. |
| Exhibit F | Definitions Cross-Reference and Interpretation Index | Contains defined terms, interpretive notes, and cross-citations for consistency across this Agreement, as referenced in Article I and Article XXIII. |
| Exhibit G | Amendment and Policy Update Log | Records material revisions, policy updates, and version control history of this Agreement, pursuant to Article XXII. |
Additional exhibits, schedules, or amendments may be appended from time to time by mutual written agreement of the parties. Each such attachment shall be consecutively labeled and incorporated herein by reference.
If this Agreement is executed in writing:
*IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.*
| Company: | Customer: |
|---|---|
| Alva Intelligence LLC | [Customer Legal Name] |
| _By: _______________________ | _By: _______________________ |
| _Name: ____________________ | _Name: ____________________ |
| _Title: _____________________ | _Title: _____________________ |
| _Date: _____________________ | _Date: _____________________ |
