Terms of Service
Last Update: January 20, 2025
Welcome to the Terms of Service (these “Terms”) for the website, alitahealth.ai (the “Website”), and the Platform (as defined below) operated on behalf of Alita Technologies, Inc. (“Alita”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website and the Platform (the “Services”).
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
FOR PURPOSES OF THESE TERMS, “CUSTOMER”, “YOU” AND “YOUR” MEANS YOU AS THE USER OF THE SERVICES. IF YOU USE THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY THEN “YOU” INCLUDES YOU AND THAT ENTITY, AND YOU REPRESENT AND WARRANT THAT (A) YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS, AND (B) YOU AGREE TO THESE TERMS ON THE ENTITY'S BEHALF.
1. DEFINITIONS
a. “Alita AI Agent” means the artificial intelligence agent made available by Alita for Customer to embed on customer’s website.
b. “Authorized Users” means the employees, agents or contractors of Customer, who are authorized by Customer to access and use the Platform solely on behalf and for the benefit of Customer for Customer’s business purposes.
c. “Customer Data” means any data made available to Alita by Customer, including the information, data and content available on the Website (as defined below). For the avoidance of doubt, Input Data is not Customer Data.
d. “Input Data” means data and information submitted to the Platform by a third party through the Alita AI Agent made available through Customer’s website, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
e. “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, know-how and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (c) all applications, extensions and renewals in relation to any such rights.
f. “Order Form” means the document describing the Platform and pricing purchased by Customer and which incorporates these Terms.
g. “Personal Information” means information that may include data that relates to an identified or identifiable individual.
h. “Platform” means the Alita AI Agent, website, portal and any content, tools, features, and functionality offered on or through the Alita AI Agent.
i. “Sensitive Personal Information” means Personal Information subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
j. “Website” means Customer’s website as specified in the applicable Order Form.
2. WHO MAY USE THE SERVICE
You must be 18 years of age or older and reside in the United States or any of its territories to use
the Services. By using the Services, you represent and warrant that you meet these requirements.
3. USER ACCOUNTS, FEES
3.1 Creating and Safeguarding your Account. To use certain of the Services, you may need to create
an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the following means; your personal dashboard or correspondence with the Alita team. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at dev@alitahealth.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
3.2 General. Customer shall pay to Alita all fees set forth in the Order Form (the “Fees”). Any Fees paid shall be non-refundable in any circumstances including upon early termination of these Terms, except in the event the Customer terminates due to a breach of these Terms by Alita. Customer shall provide accurate, current and complete information on Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify Alita if this information changes. Customer will pay all invoices within thirty (30) calendar days after the date of Customer’s receipt of invoice. In the event that there is a dispute regarding any Alita invoice, Customer agrees to notify Alita in writing of the disputed amount within twenty-one (21) calendar days of Customer’s receipt of Alita’s invoice, specifically identifying the reason for the dispute, and pay the undisputed amount while the amount that is in dispute is under negotiation. No interest or penalties will apply to disputed amounts pursuant to this Section. Alita reserves the right to change its subscription plans or adjust fees in any manner and at any time as it may determine in its sole and absolute discretion. Except as otherwise provided in these Terms, any fee changes or changes to a Customer’s subscription plan will take effect following reasonable notice to Customer.
3.3 Taxes. All sums due to Alita under or in relation to these Terms are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services (“Sales Tax”), which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice. If Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Alita pursuant to these Terms and Alita is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to Alita will be increased by the amount necessary to yield to Alita an amount equal to the sum it would have received had no withholdings or deductions been made.
3.4 Remedies. If Customer fails to make any payment in accordance with these Terms, then Alita
shall (without prejudice to its other rights and remedies) be entitled to (i) charge interest on the
overdue amount at the lesser of the maximum rate allowed by law or a rate of 1.5%, compounded
on a monthly basis, from the date on which such amount fell due until payment, whether before or
after judgment; and/or (ii) suspend Customer’s and the Authorized Users’ access to and use of the
Platform until payment is made by Customer in accordance with these Terms. Customer shall
reimburse Alita for all reasonable costs and expenses incident to the collection of overdue
amounts hereunder, including but not limited to reasonable attorneys’ fees.
4. LOCATION OF OUR PRIVACY
4.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us
when you use the Services. For an explanation of our privacy practices, please visit our Privacy
Policy located at https://alitahealth.ai/Privacy-Policy.
5. RIGHTS WE GRANT
5.1 Access. Subject to Customer’s payment of the Fees (as defined below) and the other terms and conditions of these Terms, Alita hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable to (i) access and use the Platform during the Term in accordance with any documentation Alita provides regarding the Platform; and (ii) make the Alita AI Agent available to Customer’s end users solely through the website specified on the applicable Order Form. From time to time, Alita may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to these Terms; provided that Alita shall have no obligation under these Terms or otherwise to provide any such Updates.
5.2 End-User License Agreement Requirement. The Customer agrees to require all end users of the
Platform to accept and comply with Alita’s End-User License Agreement (“EULA”), a copy of which is attached hereto as Exhibit A. The Customer shall take all necessary steps to ensure that its end users are bound by the EULA before granting access to or allowing use of the Platform. Alita shall have the right, but not the obligation, to enforce the terms of the EULA directly against Customer’s end users, including taking legal action in the event of a breach of the EULA by any end user.
5.3 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable
laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized
third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that
intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy
or collect information or data from or through the Services, or engage in any manual
process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are
malicious or technologically harmful into our systems;
(k) use the Services for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the
Services; or
(m) access or use the Services in any way not expressly permitted by these Terms.
5.4 No Sensitive Information. CUSTOMER AGREES NOT TO USE THE PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM CUSTOMER’S USE OF THE PLATFORM TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.
6.2 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to
the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Alita, and the Alita may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Alita any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.3 Data Ownership. Customer shall own all rights, title and interest in and to all of Customer Data
and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and
quality of Customer Data and for ensuring that its use does not infringe the rights of any third
parties.
6.4 License. During the Term, Customer hereby grants to Alita a non-exclusive, non-transferable license to: (i) retrieve Customer Data from the Website using automated means; (ii) use Customer Data for the purpose of providing the Platform under these Terms to Customer (together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of Alita’s obligations) and for any requirements ancillary to the provision of the Platform. Alita may collect and use data regarding the use and performance of the Platform in aggregated form, without use of any Personal Information, to analyze and improve the Platform and optimize company operations.
6.5 Use of Customer Data for AI Training. Customer acknowledges and agrees that Alita may use Customer Data for the purpose of training, improving, and developing Alita’s artificial intelligence algorithms and models ("AI Algorithms"). Alita shall use commercially reasonable efforts to (i) use the Customer Data only in an anonymized and aggregated form for the purpose of training, improving, or enhancing the performance of its AI Algorithms and (ii) anonymize and aggregate Customer Data before using it for AI training. Such data shall not include personal information. The AI Algorithms, models, and any enhancements thereof created by Alita through the use of Customer Data shall remain the property of Alita.
6.6 Data Privacy. Customer’s access to and use of the Platform or certain features of the Platform may result in Customer or its Authorized Users or a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and visitors to Customer’s website(s), providing Personal Information. The types of Personal Information that Alita may collect to provide the Platform is set forth in Alita’s Privacy Policy found at https://alitahealth.ai/Privacy-Policy and the Alita Agent Privacy Policy found at , which may be updated from time to time, and which Customer has reviewed and agrees to comply https://alitahealth.ai/agent-privacy-policy with. Customer shall, in relation to any data, including, Personal Information shared with Alita or uploaded to the Platform, provide all notices, obtain all consents and take all other steps that may be required by applicable laws for Alita to use such data as envisaged under these Terms.
6.7 Data Protection. Alita will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards designed to protect the security and integrity of Personal Information uploaded to the Platform.
7. THIRD PARTY SERVICES AND MATERIALS
7.1 Use of Third-Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Alita is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
8. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
8.1 Maintenance. Customer acknowledges that Alita may from time to time carry out routine and emergency maintenance of the Services. Customer may be unable to access the Services during any period in which routine or emergency maintenance is being carried out, though Alita will use its commercially reasonable efforts to notify Customer in advance and to keep disruption to and unavailability of the Services to a minimum.
8.2 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Alita, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Alita Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Alita Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; [and] (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Alita Entities or through the Services, will create any warranty or representation not expressly made herein.
8.3 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR
OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.4 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Alita Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Alita Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content, or (e) your negligence or willful misconduct.
9. ORDER TERMINATION
9.1 Term. Subject to termination as described herein, the term of an Order Form will commence on the Effective Date and will continue for the Term set forth in the Order Form.
9.2 Termination for Cause. Either party may terminate an Order Form immediately in the event the other party has materially breached the Terms in connection with such Order Form and failed to cure such breach within thirty (30) days after notice by the non-breaching party is given. Either party may also terminate an Order Form, effective immediately upon written notice, if the other party (i) admits in writing its inability to pay its debts generally as they become due; (ii) makes a general assignment for the benefit of its creditors; (iii) institutes proceedings, or has proceedings instituted against it seeking relief or reorganization under any laws relating to bankruptcy or insolvency; or (iv) has a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such its property or provide for the liquidation of its property or business affairs.
9.3 Effect of Termination; Survival. Upon termination of these Terms for any reason:
(a) all licenses granted under these Terms shall immediately terminate and Customer and the Authorized Users shall immediately cease all use of the Platform, including by removing the Alita AI Agent from the Website.
(b) Customer shall immediately pay all sums and amounts payable to Alita under the terms of these Terms or the relevant Order Form; or in the event that Customer terminates due to breach by Alita, Customer shall be entitled to a pro-rated refund of unused, prepaid Fees as of the date of termination.
(c) unless the parties agree otherwise, each party shall return or destroy, and (in each case) make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party, including the other party’s Confidential Information as set forth below and all Customer Data;
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced;
(e) all provisions which are necessary for the interpretation or enforcement of these Terms shall continue in force notwithstanding termination.
9.4 Suspension. Alita may suspend Customer’s, and its Authorized Users’, right to access the Platform or use any portion or all of the Platform immediately upon notice to Customer if it determines acting reasonably that (i) Customer’s (or an Authorized User’s) use of or access to the Platform poses a security risk to Alita, the Platform, or any third party; (b) may adversely impact availability or performance of the Platform; (c) may subject Alita or any third party to any liability; (d) may be fraudulent; (e) where required by applicable law or regulation; or (f) that Customer, or any Authorized User, is in breach of these Terms. Customer’s access to the Platform will be reinstated promptly upon the resolution of such determination by the parties.
10. CONFIDENTIALITY
10.1 Definition. “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after these Terms by or on behalf of one party (“Discloser”) to the other party (“Recipient”) in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the date of these Terms, owned or controlled by the Discloser. Confidential Information shall include trade secrets, discoveries, knowhow, designs, specifications, drawings, present or future products or services (including the provision of the Platform), inventions, prototypes, algorithms, software of any kind or nature, and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the parties’ customers, which is of a confidential nature, and the terms of these Terms. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Recipient, (b) was known to Recipient, free of any confidentiality obligations, before receipt, (c) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser, or (d) is independently developed by Recipient without the use of Discloser’s Confidential Information.
10.2 Obligations. Recipient will not reproduce, use, disseminate, or disclose Confidential Information to any person or entity, except to its employees, affiliates, consultants, or advisors (collectively, “Representatives”), who have a reasonable need to know the Confidential Information in connection with performance of these Terms and are bound by obligations at least as restrictive as these Terms before having access to Confidential Information. Recipient is responsible for the acts and omissions of its Representatives under these Terms. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the Confidential Information without Discloser’s written approval. Recipient will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never less than reasonable care. Recipient will stop the use of and return or destroy all tangible Confidential Information promptly upon request, together with any copies, except as otherwise required by law or pursuant to a bona fide archival or document retention policy. Recipient may disclose Confidential Information: (a) upon Discloser’s written approval; and (b) as necessary to respond to a valid order by a court or governmental body, as required by law, or as necessary to establish the rights of either party, provided that Recipient promptly notifies Discloser upon receipt of a disclosure order and requests confidential treatment of any affected Confidential Information. Recipient shall comply with its obligations with respect to Confidential Information under these Terms survive for five years after termination of these Terms (except for trade secrets, which must be kept in confidence in perpetuity). Upon written request of the Discloser or at the termination of these Terms, Recipient will promptly return to Discloser or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by Recipient) Confidential Information of Discloser, except as otherwise required by law or pursuant to a bona fide archival or document retention policy.
10.3 Injunctive Relief. The parties agree that the Recipient’s disclosure of Confidential Information, except as provided herein, may result in irreparable injury for which monetary damages may be inadequate. The parties further agree that in the event of such disclosure or threatened disclosure, the Discloser may be entitled to seek an injunction to prevent the breach or threatened breach, in addition to remedies otherwise available to the Discloser at law or in equity.
10.4 Usage Data. Alita may collect usage data regarding the manner in which Customer interacts with the Platform (“Usage Data”), provided such Usage Data does not identify or reveal Customer, its Authorized Users or their devices and cannot be de-aggregated to identify or reveal Customer, its Authorized Users or their devices. Alita owns any Usage Data, which for clarity shall not be considered Customer Data or Customer’s Confidential Information. Nothing in these Terms will be construed as prohibiting Alita from utilizing the Usage Data to optimize and improve the Platform, or otherwise in connection with Alita’s business operations.
11. ADDITIONAL PROVISIONS
11.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
11.2 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Alita will terminate automatically. Additionally, the Alita may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Alita deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Alita may, but is not obligated to, delete any of Your Content. The Alita shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Alita or you. Termination will not limit any of the Alita’s other rights or remedies at law or in equity.
11.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Alita for which monetary damages would not be an adequate remedy and the Alita shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
11.4 U.S. Government Restricted Rights. The Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
11.5 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or
other information or materials provided by the Alita hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
11.6 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The parties will comply with all laws, statutes, and regulations applicable to them respectively under these Terms. These Terms and the licenses granted hereunder may be assigned by the Alita but may not be assigned by you without the prior express written consent of the Alita. Nothing in these Terms shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of these Terms. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Boston, MA. Any Order Form may be signed electronically and in counterparts, each of which is deemed to be an original and all of which taken together comprise a single document.
11.7 How to Contact Us. You may contact us regarding the Services or these Terms at: 8 The Green STE B, Dover, DE, 19901, or by e-mail at dev@alitahealth.ai.
Welcome to the Terms of Service (these “Terms”) for the website, alitahealth.ai (the “Website”), and the Platform (as defined below) operated on behalf of Alita Technologies, Inc. (“Alita”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website and the Platform (the “Services”).
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
FOR PURPOSES OF THESE TERMS, “CUSTOMER”, “YOU” AND “YOUR” MEANS YOU AS THE USER OF THE SERVICES. IF YOU USE THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY THEN “YOU” INCLUDES YOU AND THAT ENTITY, AND YOU REPRESENT AND WARRANT THAT (A) YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS, AND (B) YOU AGREE TO THESE TERMS ON THE ENTITY'S BEHALF.
1. DEFINITIONS
a. “Alita AI Agent” means the artificial intelligence agent made available by Alita for Customer to embed on customer’s website.
b. “Authorized Users” means the employees, agents or contractors of Customer, who are authorized by Customer to access and use the Platform solely on behalf and for the benefit of Customer for Customer’s business purposes.
c. “Customer Data” means any data made available to Alita by Customer, including the information, data and content available on the Website (as defined below). For the avoidance of doubt, Input Data is not Customer Data.
d. “Input Data” means data and information submitted to the Platform by a third party through the Alita AI Agent made available through Customer’s website, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
e. “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, know-how and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (c) all applications, extensions and renewals in relation to any such rights.
f. “Order Form” means the document describing the Platform and pricing purchased by Customer and which incorporates these Terms.
g. “Personal Information” means information that may include data that relates to an identified or identifiable individual.
h. “Platform” means the Alita AI Agent, website, portal and any content, tools, features, and functionality offered on or through the Alita AI Agent.
i. “Sensitive Personal Information” means Personal Information subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
j. “Website” means Customer’s website as specified in the applicable Order Form.
2. WHO MAY USE THE SERVICE
You must be 18 years of age or older and reside in the United States or any of its territories to use
the Services. By using the Services, you represent and warrant that you meet these requirements.
3. USER ACCOUNTS, FEES
3.1 Creating and Safeguarding your Account. To use certain of the Services, you may need to create
an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the following means; your personal dashboard or correspondence with the Alita team. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at dev@alitahealth.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
3.2 General. Customer shall pay to Alita all fees set forth in the Order Form (the “Fees”). Any Fees paid shall be non-refundable in any circumstances including upon early termination of these Terms, except in the event the Customer terminates due to a breach of these Terms by Alita. Customer shall provide accurate, current and complete information on Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify Alita if this information changes. Customer will pay all invoices within thirty (30) calendar days after the date of Customer’s receipt of invoice. In the event that there is a dispute regarding any Alita invoice, Customer agrees to notify Alita in writing of the disputed amount within twenty-one (21) calendar days of Customer’s receipt of Alita’s invoice, specifically identifying the reason for the dispute, and pay the undisputed amount while the amount that is in dispute is under negotiation. No interest or penalties will apply to disputed amounts pursuant to this Section. Alita reserves the right to change its subscription plans or adjust fees in any manner and at any time as it may determine in its sole and absolute discretion. Except as otherwise provided in these Terms, any fee changes or changes to a Customer’s subscription plan will take effect following reasonable notice to Customer.
3.3 Taxes. All sums due to Alita under or in relation to these Terms are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services (“Sales Tax”), which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice. If Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Alita pursuant to these Terms and Alita is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to Alita will be increased by the amount necessary to yield to Alita an amount equal to the sum it would have received had no withholdings or deductions been made.
3.4 Remedies. If Customer fails to make any payment in accordance with these Terms, then Alita
shall (without prejudice to its other rights and remedies) be entitled to (i) charge interest on the
overdue amount at the lesser of the maximum rate allowed by law or a rate of 1.5%, compounded
on a monthly basis, from the date on which such amount fell due until payment, whether before or
after judgment; and/or (ii) suspend Customer’s and the Authorized Users’ access to and use of the
Platform until payment is made by Customer in accordance with these Terms. Customer shall
reimburse Alita for all reasonable costs and expenses incident to the collection of overdue
amounts hereunder, including but not limited to reasonable attorneys’ fees.
4. LOCATION OF OUR PRIVACY
4.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us
when you use the Services. For an explanation of our privacy practices, please visit our Privacy
Policy located at https://alitahealth.ai/Privacy-Policy.
5. RIGHTS WE GRANT
5.1 Access. Subject to Customer’s payment of the Fees (as defined below) and the other terms and conditions of these Terms, Alita hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable to (i) access and use the Platform during the Term in accordance with any documentation Alita provides regarding the Platform; and (ii) make the Alita AI Agent available to Customer’s end users solely through the website specified on the applicable Order Form. From time to time, Alita may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to these Terms; provided that Alita shall have no obligation under these Terms or otherwise to provide any such Updates.
5.2 End-User License Agreement Requirement. The Customer agrees to require all end users of the
Platform to accept and comply with Alita’s End-User License Agreement (“EULA”), a copy of which is attached hereto as Exhibit A. The Customer shall take all necessary steps to ensure that its end users are bound by the EULA before granting access to or allowing use of the Platform. Alita shall have the right, but not the obligation, to enforce the terms of the EULA directly against Customer’s end users, including taking legal action in the event of a breach of the EULA by any end user.
5.3 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable
laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized
third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that
intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy
or collect information or data from or through the Services, or engage in any manual
process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are
malicious or technologically harmful into our systems;
(k) use the Services for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the
Services; or
(m) access or use the Services in any way not expressly permitted by these Terms.
5.4 No Sensitive Information. CUSTOMER AGREES NOT TO USE THE PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM CUSTOMER’S USE OF THE PLATFORM TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.
6.2 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to
the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Alita, and the Alita may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Alita any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.3 Data Ownership. Customer shall own all rights, title and interest in and to all of Customer Data
and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and
quality of Customer Data and for ensuring that its use does not infringe the rights of any third
parties.
6.4 License. During the Term, Customer hereby grants to Alita a non-exclusive, non-transferable license to: (i) retrieve Customer Data from the Website using automated means; (ii) use Customer Data for the purpose of providing the Platform under these Terms to Customer (together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of Alita’s obligations) and for any requirements ancillary to the provision of the Platform. Alita may collect and use data regarding the use and performance of the Platform in aggregated form, without use of any Personal Information, to analyze and improve the Platform and optimize company operations.
6.1 Use of Customer Data for AI Training. Customer acknowledges and agrees that Alita may use
Customer Data for the purpose of training, improving, and developing Alita’s artificial
intelligence algorithms and models ("AI Algorithms"). Alita shall use commercially reasonable
efforts to (i) use the Customer Data only in an anonymized and aggregated form for the purpose
of training, improving, or enhancing the performance of its AI Algorithms and (ii) anonymize and
aggregate Customer Data before using it for AI training. Such data shall not include personal
information. The AI Algorithms, models, and any enhancements thereof created by Alita through
the use of Customer Data shall remain the property of Alita.
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.General Commercial Terms
Access. During the term of your Order Form, we will provide you with access to the Services.
Fees and Payment. You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.
Subscription Fees and Payment. If you are paying via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.
Availability. Alita will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99% during the monthly billing period.
Warranties. Alita represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
Use and Limitations of Use
Acceptable Use. You agree to comply with our Acceptable Use Policy.
Prohibited and Unauthorized Use. You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Alita’s Acceptable Use Policy. Alita may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.
No Sensitive Information. YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
Subscription Term and Termination.
Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
Termination. If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.
Effect of Termination or Expiration. All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
General Legal Terms
Customer Content. Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Customer Content”). You are responsible for the Customer Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Customer Content on or through the Services, you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
Alita Proprietary Rights. You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Alita Marks. In addition, information provided by Alita as part of provision of the Services is the property of Alita or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Customer Proprietary Rights. You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Alita may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.
Indemnification. Alita will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Alita, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
Confidentiality. Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Alita’s Confidential Information includes, but is not limited to, information Alita provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Alita. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.Publicity. You grant us the right to add your name and company logo to our customer list and website.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. ALITA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO ALITA IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. ALITA IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
General Provisions
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.
Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
Severability. If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
Notices. Notice to Alita will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Alita subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
Entire Agreement. These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
No Third-Party Beneficiaries. No person or entity not a party to the Agreement will be a third-party beneficiary.
Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
Precedence. In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.
Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.
Changes. We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.
Welcome to the Terms of Service (these “Terms”) for the website, alitahealth.ai (the “Website”), and the Platform (as defined below) operated on behalf of Alita Technologies, Inc. (“Alita”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website and the Platform (the “Services”).
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
FOR PURPOSES OF THESE TERMS, “CUSTOMER”, “YOU” AND “YOUR” MEANS YOU AS THE USER OF THE SERVICES. IF YOU USE THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY THEN “YOU” INCLUDES YOU AND THAT ENTITY, AND YOU REPRESENT AND WARRANT THAT (A) YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS, AND (B) YOU AGREE TO THESE TERMS ON THE ENTITY'S BEHALF.
1. DEFINITIONS
a. “Alita AI Agent” means the artificial intelligence agent made available by Alita for Customer to embed on customer’s website.
b. “Authorized Users” means the employees, agents or contractors of Customer, who are authorized by Customer to access and use the Platform solely on behalf and for the benefit of Customer for Customer’s business purposes.
c. “Customer Data” means any data made available to Alita by Customer, including the information, data and content available on the Website (as defined below). For the avoidance of doubt, Input Data is not Customer Data.
d. “Input Data” means data and information submitted to the Platform by a third party through the Alita AI Agent made available through Customer’s website, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
e. “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, know-how and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (c) all applications, extensions and renewals in relation to any such rights.
f. “Order Form” means the document describing the Platform and pricing purchased by Customer and which incorporates these Terms.
g. “Personal Information” means information that may include data that relates to an identified or identifiable individual.
h. “Platform” means the Alita AI Agent, website, portal and any content, tools, features, and functionality offered on or through the Alita AI Agent.
i. “Sensitive Personal Information” means Personal Information subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
j. “Website” means Customer’s website as specified in the applicable Order Form.
2. WHO MAY USE THE SERVICE
You must be 18 years of age or older and reside in the United States or any of its territories to use
the Services. By using the Services, you represent and warrant that you meet these requirements.
3. USER ACCOUNTS, FEES
3.1 Creating and Safeguarding your Account. To use certain of the Services, you may need to create
an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the following means; your personal dashboard or correspondence with the Alita team. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at dev@alitahealth.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
3.2 General. Customer shall pay to Alita all fees set forth in the Order Form (the “Fees”). Any Fees paid shall be non-refundable in any circumstances including upon early termination of these Terms, except in the event the Customer terminates due to a breach of these Terms by Alita. Customer shall provide accurate, current and complete information on Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify Alita if this information changes. Customer will pay all invoices within thirty (30) calendar days after the date of Customer’s receipt of invoice. In the event that there is a dispute regarding any Alita invoice, Customer agrees to notify Alita in writing of the disputed amount within twenty-one (21) calendar days of Customer’s receipt of Alita’s invoice, specifically identifying the reason for the dispute, and pay the undisputed amount while the amount that is in dispute is under negotiation. No interest or penalties will apply to disputed amounts pursuant to this Section. Alita reserves the right to change its subscription plans or adjust fees in any manner and at any time as it may determine in its sole and absolute discretion. Except as otherwise provided in these Terms, any fee changes or changes to a Customer’s subscription plan will take effect following reasonable notice to Customer.
3.3 Taxes. All sums due to Alita under or in relation to these Terms are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services (“Sales Tax”), which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice. If Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Alita pursuant to these Terms and Alita is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to Alita will be increased by the amount necessary to yield to Alita an amount equal to the sum it would have received had no withholdings or deductions been made.
3.4 Remedies. If Customer fails to make any payment in accordance with these Terms, then Alita
shall (without prejudice to its other rights and remedies) be entitled to (i) charge interest on the
overdue amount at the lesser of the maximum rate allowed by law or a rate of 1.5%, compounded
on a monthly basis, from the date on which such amount fell due until payment, whether before or
after judgment; and/or (ii) suspend Customer’s and the Authorized Users’ access to and use of the
Platform until payment is made by Customer in accordance with these Terms. Customer shall
reimburse Alita for all reasonable costs and expenses incident to the collection of overdue
amounts hereunder, including but not limited to reasonable attorneys’ fees.
4. LOCATION OF OUR PRIVACY
4.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us
when you use the Services. For an explanation of our privacy practices, please visit our Privacy
Policy located at https://alitahealth.ai/Privacy-Policy.
5. RIGHTS WE GRANT
5.1 Access. Subject to Customer’s payment of the Fees (as defined below) and the other terms and conditions of these Terms, Alita hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable to (i) access and use the Platform during the Term in accordance with any documentation Alita provides regarding the Platform; and (ii) make the Alita AI Agent available to Customer’s end users solely through the website specified on the applicable Order Form. From time to time, Alita may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to these Terms; provided that Alita shall have no obligation under these Terms or otherwise to provide any such Updates.
5.2 End-User License Agreement Requirement. The Customer agrees to require all end users of the
Platform to accept and comply with Alita’s End-User License Agreement (“EULA”), a copy of which is attached hereto as Exhibit A. The Customer shall take all necessary steps to ensure that its end users are bound by the EULA before granting access to or allowing use of the Platform. Alita shall have the right, but not the obligation, to enforce the terms of the EULA directly against Customer’s end users, including taking legal action in the event of a breach of the EULA by any end user.
5.3 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable
laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized
third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that
intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy
or collect information or data from or through the Services, or engage in any manual
process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are
malicious or technologically harmful into our systems;
(k) use the Services for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the
Services; or
(m) access or use the Services in any way not expressly permitted by these Terms.
5.4 No Sensitive Information. CUSTOMER AGREES NOT TO USE THE PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM CUSTOMER’S USE OF THE PLATFORM TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.
6.2 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to
the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Alita, and the Alita may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Alita any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.3 Data Ownership. Customer shall own all rights, title and interest in and to all of Customer Data
and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and
quality of Customer Data and for ensuring that its use does not infringe the rights of any third
parties.
6.4 License. During the Term, Customer hereby grants to Alita a non-exclusive, non-transferable license to: (i) retrieve Customer Data from the Website using automated means; (ii) use Customer Data for the purpose of providing the Platform under these Terms to Customer (together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of Alita’s obligations) and for any requirements ancillary to the provision of the Platform. Alita may collect and use data regarding the use and performance of the Platform in aggregated form, without use of any Personal Information, to analyze and improve the Platform and optimize company operations.
6.1 Use of Customer Data for AI Training. Customer acknowledges and agrees that Alita may use
Customer Data for the purpose of training, improving, and developing Alita’s artificial
intelligence algorithms and models ("AI Algorithms"). Alita shall use commercially reasonable
efforts to (i) use the Customer Data only in an anonymized and aggregated form for the purpose
of training, improving, or enhancing the performance of its AI Algorithms and (ii) anonymize and
aggregate Customer Data before using it for AI training. Such data shall not include personal
information. The AI Algorithms, models, and any enhancements thereof created by Alita through
the use of Customer Data shall remain the property of Alita.
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.General Commercial Terms
Access. During the term of your Order Form, we will provide you with access to the Services.
Fees and Payment. You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.
Subscription Fees and Payment. If you are paying via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.
Availability. Alita will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99% during the monthly billing period.
Warranties. Alita represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
Use and Limitations of Use
Acceptable Use. You agree to comply with our Acceptable Use Policy.
Prohibited and Unauthorized Use. You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Alita’s Acceptable Use Policy. Alita may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.
No Sensitive Information. YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
Subscription Term and Termination.
Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
Termination. If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.
Effect of Termination or Expiration. All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
General Legal Terms
Customer Content. Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Customer Content”). You are responsible for the Customer Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Customer Content on or through the Services, you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
Alita Proprietary Rights. You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Alita Marks. In addition, information provided by Alita as part of provision of the Services is the property of Alita or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Customer Proprietary Rights. You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Alita may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.
Indemnification. Alita will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Alita, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
Confidentiality. Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Alita’s Confidential Information includes, but is not limited to, information Alita provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Alita. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.Publicity. You grant us the right to add your name and company logo to our customer list and website.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. ALITA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO ALITA IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. ALITA IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
General Provisions
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.
Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
Severability. If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
Notices. Notice to Alita will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Alita subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
Entire Agreement. These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
No Third-Party Beneficiaries. No person or entity not a party to the Agreement will be a third-party beneficiary.
Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
Precedence. In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.
Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.
Changes. We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.
Welcome to the Terms of Service (these “Terms”) for the website, alitahealth.ai (the “Website”), and the Platform (as defined below) operated on behalf of Alita Technologies, Inc. (“Alita”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website and the Platform (the “Services”).
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
FOR PURPOSES OF THESE TERMS, “CUSTOMER”, “YOU” AND “YOUR” MEANS YOU AS THE USER OF THE SERVICES. IF YOU USE THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY THEN “YOU” INCLUDES YOU AND THAT ENTITY, AND YOU REPRESENT AND WARRANT THAT (A) YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS, AND (B) YOU AGREE TO THESE TERMS ON THE ENTITY'S BEHALF.
1. DEFINITIONS
a. “Alita AI Agent” means the artificial intelligence agent made available by Alita for Customer to embed on customer’s website.
b. “Authorized Users” means the employees, agents or contractors of Customer, who are authorized by Customer to access and use the Platform solely on behalf and for the benefit of Customer for Customer’s business purposes.
c. “Customer Data” means any data made available to Alita by Customer, including the information, data and content available on the Website (as defined below). For the avoidance of doubt, Input Data is not Customer Data.
d. “Input Data” means data and information submitted to the Platform by a third party through the Alita AI Agent made available through Customer’s website, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
e. “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, know-how and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (c) all applications, extensions and renewals in relation to any such rights.
f. “Order Form” means the document describing the Platform and pricing purchased by Customer and which incorporates these Terms.
g. “Personal Information” means information that may include data that relates to an identified or identifiable individual.
h. “Platform” means the Alita AI Agent, website, portal and any content, tools, features, and functionality offered on or through the Alita AI Agent.
i. “Sensitive Personal Information” means Personal Information subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
j. “Website” means Customer’s website as specified in the applicable Order Form.
2. WHO MAY USE THE SERVICE
You must be 18 years of age or older and reside in the United States or any of its territories to use
the Services. By using the Services, you represent and warrant that you meet these requirements.
3. USER ACCOUNTS, FEES
3.1 Creating and Safeguarding your Account. To use certain of the Services, you may need to create
an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the following means; your personal dashboard or correspondence with the Alita team. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at dev@alitahealth.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
3.2 General. Customer shall pay to Alita all fees set forth in the Order Form (the “Fees”). Any Fees paid shall be non-refundable in any circumstances including upon early termination of these Terms, except in the event the Customer terminates due to a breach of these Terms by Alita. Customer shall provide accurate, current and complete information on Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify Alita if this information changes. Customer will pay all invoices within thirty (30) calendar days after the date of Customer’s receipt of invoice. In the event that there is a dispute regarding any Alita invoice, Customer agrees to notify Alita in writing of the disputed amount within twenty-one (21) calendar days of Customer’s receipt of Alita’s invoice, specifically identifying the reason for the dispute, and pay the undisputed amount while the amount that is in dispute is under negotiation. No interest or penalties will apply to disputed amounts pursuant to this Section. Alita reserves the right to change its subscription plans or adjust fees in any manner and at any time as it may determine in its sole and absolute discretion. Except as otherwise provided in these Terms, any fee changes or changes to a Customer’s subscription plan will take effect following reasonable notice to Customer.
3.3 Taxes. All sums due to Alita under or in relation to these Terms are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services (“Sales Tax”), which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice. If Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Alita pursuant to these Terms and Alita is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to Alita will be increased by the amount necessary to yield to Alita an amount equal to the sum it would have received had no withholdings or deductions been made.
3.4 Remedies. If Customer fails to make any payment in accordance with these Terms, then Alita
shall (without prejudice to its other rights and remedies) be entitled to (i) charge interest on the
overdue amount at the lesser of the maximum rate allowed by law or a rate of 1.5%, compounded
on a monthly basis, from the date on which such amount fell due until payment, whether before or
after judgment; and/or (ii) suspend Customer’s and the Authorized Users’ access to and use of the
Platform until payment is made by Customer in accordance with these Terms. Customer shall
reimburse Alita for all reasonable costs and expenses incident to the collection of overdue
amounts hereunder, including but not limited to reasonable attorneys’ fees.
4. LOCATION OF OUR PRIVACY
4.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us
when you use the Services. For an explanation of our privacy practices, please visit our Privacy
Policy located at https://alitahealth.ai/Privacy-Policy.
5. RIGHTS WE GRANT
5.1 Access. Subject to Customer’s payment of the Fees (as defined below) and the other terms and conditions of these Terms, Alita hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable to (i) access and use the Platform during the Term in accordance with any documentation Alita provides regarding the Platform; and (ii) make the Alita AI Agent available to Customer’s end users solely through the website specified on the applicable Order Form. From time to time, Alita may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to these Terms; provided that Alita shall have no obligation under these Terms or otherwise to provide any such Updates.
5.2 End-User License Agreement Requirement. The Customer agrees to require all end users of the
Platform to accept and comply with Alita’s End-User License Agreement (“EULA”), a copy of which is attached hereto as Exhibit A. The Customer shall take all necessary steps to ensure that its end users are bound by the EULA before granting access to or allowing use of the Platform. Alita shall have the right, but not the obligation, to enforce the terms of the EULA directly against Customer’s end users, including taking legal action in the event of a breach of the EULA by any end user.
5.3 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable
laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized
third-party software designed to modify the Services;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that
intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy
or collect information or data from or through the Services, or engage in any manual
process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are
malicious or technologically harmful into our systems;
(k) use the Services for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the
Services; or
(m) access or use the Services in any way not expressly permitted by these Terms.
5.4 No Sensitive Information. CUSTOMER AGREES NOT TO USE THE PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM CUSTOMER’S USE OF THE PLATFORM TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.
6.2 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to
the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Alita, and the Alita may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Alita any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.3 Data Ownership. Customer shall own all rights, title and interest in and to all of Customer Data
and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and
quality of Customer Data and for ensuring that its use does not infringe the rights of any third
parties.
6.4 License. During the Term, Customer hereby grants to Alita a non-exclusive, non-transferable license to: (i) retrieve Customer Data from the Website using automated means; (ii) use Customer Data for the purpose of providing the Platform under these Terms to Customer (together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of Alita’s obligations) and for any requirements ancillary to the provision of the Platform. Alita may collect and use data regarding the use and performance of the Platform in aggregated form, without use of any Personal Information, to analyze and improve the Platform and optimize company operations.
6.1 Use of Customer Data for AI Training. Customer acknowledges and agrees that Alita may use
Customer Data for the purpose of training, improving, and developing Alita’s artificial
intelligence algorithms and models ("AI Algorithms"). Alita shall use commercially reasonable
efforts to (i) use the Customer Data only in an anonymized and aggregated form for the purpose
of training, improving, or enhancing the performance of its AI Algorithms and (ii) anonymize and
aggregate Customer Data before using it for AI training. Such data shall not include personal
information. The AI Algorithms, models, and any enhancements thereof created by Alita through
the use of Customer Data shall remain the property of Alita.
6.1 Ownership of the Services. As between the parties, Alita owns: (i) the Services (including Updates), the Alita name, the Alita logo, the product and service names associated with the Platform, and other trademarks and service marks; (ii) the Input Data; (iii) audio and visual information, documents, software and other works of authorship provided by Alita to Customer under these Terms; and (iv) other technology, including software, graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Alita to provide the Services under these Terms, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Alita Technology”). Other than as expressly set forth herein, no license or other rights in or to the Alita Technology or related Intellectual Property Rights are granted to Customer or Authorized Users, and all such licenses and rights are hereby expressly reserved to Alita.General Commercial Terms
Access. During the term of your Order Form, we will provide you with access to the Services.
Fees and Payment. You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.
Subscription Fees and Payment. If you are paying via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.
Availability. Alita will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99% during the monthly billing period.
Warranties. Alita represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
Use and Limitations of Use
Acceptable Use. You agree to comply with our Acceptable Use Policy.
Prohibited and Unauthorized Use. You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Alita’s Acceptable Use Policy. Alita may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.
No Sensitive Information. YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. ALITA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
Subscription Term and Termination.
Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
Termination. If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.
Effect of Termination or Expiration. All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
General Legal Terms
Customer Content. Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Customer Content”). You are responsible for the Customer Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Customer Content on or through the Services, you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
Alita Proprietary Rights. You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Alita Marks. In addition, information provided by Alita as part of provision of the Services is the property of Alita or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Customer Proprietary Rights. You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Alita may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.
Indemnification. Alita will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Alita, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
Confidentiality. Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Alita’s Confidential Information includes, but is not limited to, information Alita provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Alita. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.Publicity. You grant us the right to add your name and company logo to our customer list and website.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. ALITA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO ALITA IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. ALITA IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
General Provisions
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.
Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
Severability. If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
Notices. Notice to Alita will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Alita subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
Entire Agreement. These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
No Third-Party Beneficiaries. No person or entity not a party to the Agreement will be a third-party beneficiary.
Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
Precedence. In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.
Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.
Changes. We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.
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