Please carefully read this Agreement (“Agreement”) before clicking "I Accept" or in any way using Alta platform and please be advised that by using the platform you explicitly agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Alta platform and/or any of its services.
1. General. Alta AI Inc. and its affiliated entities ("Alta", "We","Us") provides access to its platform (the "Platform"),enabling companies ("you") to monitor and track key metrics and data across your entire organization, and to quickly identify and resolve potential issues ("Services"). This Agreement sets forth the basis on which you are permitted to access and use the Platform and use theServices. Any new features which may be added to the Platform, including the release of new Services or capabilities, are subject to the terms of this Agreement.
2. Evaluation License. If you wish to evaluate the Platform you may do so under a free of charge trial period as will be agreed between you and Alta ("Evaluation Term"), under which you are granted a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to access (via login and password) and use the Platform (including by your Users, as further defined below), for the sole purposes of determining whether to purchase a commercial license to the Platform. Upon expiration of the Evaluation Term you shall indicate to Alta whether you are interested in obtaining a license to use the Platform andServices. Please be advised that under the evaluation license, the Platform and Services are provided to you "As Is", without warranty of any kind, and your sole remedy in case of dissatisfaction shall be to stop using the Platform and Services.
3. Commercial License. To the extent you have purchased a license to use the Platform, then, subject to the terms of this Agreement, Alta hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use and permitUsers to access and use the Platform for all legal uses contemplated by this Agreement (“License”).Under the license you shall be entitled to permit Users to access the Platform on your behalf; "Users"means employees or service providers who are explicitly authorized by you to access and use the Platform for whom subscriptions to the Services have been purchased (i.e. a License is required for each User created in the Platform); in any event, and unless you purchase and unlimited license, the total number of actual Users may not exceed the number of licensed Users.
4. Payment and Fees. You shall order Services by submitting a purchase order form through Alta's pricing page ("PO"). In consideration for your use of the Platform and Services you shall pay Alta either a monthly fee or an annual fee, in accordance with the applicable subscription plan (“Fee”), and as set forth in the PO. The Fee shall in any event be paid in advance and is non-refundable. Payment terms and method are set forth in the PO. Please note that the Fees are net to Alta and you are responsible for paying all taxes associated with your use of the Platform and Services; if Alta has the legal obligation to pay or collect taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.
5. Term. The License shall commence as soon as you have been granted access to the Platform, or as otherwise agreed in an applicable PO, and shall be in effect for either a monthly or an annual term, depending on the type of Fees paid and as specified in the applicable PO (“Term”). At the end of each applicable Term this Agreement may be renewed for additional monthly or annual terms, as applicable and agreed upon in the applicable PO.Upon termination or expiration of the applicable Term, your right to use the Platform shall immediately cease.
6. Termination. Alta may terminate this Agreement upon 30 days prior written notice to you. Either party shall have the right to terminate this Agreement if the other party breaches a material term of this Agreement and such breach is not cured within 30 days following such written notice. Termination of the Agreement shall be in addition to and not in lieu of any equitable remedies available to either party. All parts of this Agreement which by their nature are intended to remain in effect following termination shall survive any termination of theLicense and this Agreement.
7. Privacy Policy; Personal Data. You acknowledge that you have read and agree to the Privacy Policy. This is a precondition to the rights granted pursuant to this Agreement. You further acknowledge and agree that when accessing the Platform and/or in the course of providing the Services, Alta may process or store personal data of yours, yourUsers and customers ("Customer Personal Data") and may transmit such data internally within Alta and/or its affiliates. Usage of Customer Personal Data shall be done solely by Alta to the extent necessary for performing the Services. The Platform is not intended to, and will not, operate as a data storage or archiving product or service, and you agree not to rely on the Platform for the storage of anyCustomer Data whatsoever. You are solely responsible and liable for the maintenance and backup of all Customer Data. Upon termination or expiration of thisAgreement, Alta reserves the right to delete all Customer Data within 60 days following such termination or expiration.
8. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of Alta, you must not, and shall not allow any User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publicly perform, or display any part of the Platform (including by incorporation into its products), or use the Platform to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share your rights under this Agreement with any third party (including but not limited to offering the Platform as part of a time-sharing, outsourcing or service bureau environment); (iii) use any “open source” or “copyleft software” in a manner that would require Alta to disclose the source code of the Platform to any third party; (iv)disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Platform’s source code or non-literal aspects(such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietary right notices displayed on or in the Platform; (vii)circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (viii) use the Platform to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, either of them; (ix) export, make available or use the Platform in any manner prohibited by applicable laws; (x) store or transmit any malicious code (i.e., Platform viruses, Trojan horses ,worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform; (xi) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Platform by or on your behalf; (xii) take any action that imposes or may impose (as determined in Alta's reasonable discretion)an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Platform, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; and/or (xiii) use the Platform in connection with any internal performance testing or benchmark studies of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Alta's prior express written approval, or otherwise disclose or publish such results.
9. Intellectual Property Rights.
a) The Platform is not for sale and is Alta's sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform(and any and all improvements, modifications and derivative works thereof) and any other products, deliverables or services provided by Alta, are and shall remain owned solely by Alta or its licensors. This Agreement does not convey to you any interest in, or to, the Platform other than a limited right to use the Platform in accordance herewith. Nothing herein constitutes a waiver of Alta's intellectual property rights under any law.
b) If Alta receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Services (collectively,“Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Alta and such shall be considered Alta's Confidential Information (as defined below). You hereby irrevocably and unconditionally transfer and assign to Alta all intellectual property rights it has in such Feedback and waive any and all moral rights that you, or your Users, may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Alta at its sole discretion, and that Alta in no way shall be obliged to make use ofthe Feedback.
c) Any anonymous information, which is derived from the use of the Services (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or your use of the Platform)which is not personally identifiable information and which does not identify you(“Analytics Information”) may be used for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Alta's exclusive property.
d) As between the parties, you are, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Platform by or on behalf of you or otherwise integrated with the Platform via an API, or data belonging to your applications within the environment in which the Platform is made available (“Customer Data”).You hereby grant Alta and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Alta's subcontractors, if applicable), non-transferable right and license to access and use the Customer Data for Alta's provision of the Platform and/or Services hereunder.
10. Confidentiality. Each party may have access to certain non-public information of the other party, in any form or media, including without limitation trade secrets and other information related to the products, Platform, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither party shall use or disclose the Confidential Information of the other party except for performance of its obligations under this Agreement (“PermittedUse”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose ConfidentialInformation to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and toConfidential Information is and shall remain the sole and exclusive property of the disclosing party.
11. TechnicalSupport and Maintenance. Unless otherwise agreed between you and Alta, Alta may but is not obligated to provide customer technical support for the Services during Alta's normal working hours (Mon – Fri, 9:00 AM – 6:00 PM PST time), which shall include trouble shooting response (by telephone, chat or email), receipt of minor updates and bug fixes and patches for reproducible and verifiable errors in the Platform. Unless expressly agreed otherwise in writing, support and maintenance services shall be carried out remotely, and any physical attendance at your offices or other locations requested by you, if agreed to by Alta, shall be charged at Alta's then-current rates, and Alta shall also be entitled to reimbursement for travel and lodging costs and expenses incurred. Please also note that the Platform andServices may be shut down by Alta for maintenance purposes every once in awhile provided such downtime shall not exceed 10 cumulative days per year.
12. Disclaimer. You acknowledge that the Services are provided based on information, data, requirements and content provided by or requested by you and on your behalf. Alta therefore does not provide you withany warranty whatsoever with respect to the Platform and/or Services or outcome thereof or as to the completeness or accuracy of the information or data generated by using the Platform and the Services. Alta further will not be held responsible in case of events beyond its reasonable control as well as for any acts or omissions of any third party including Users, invitees and/or attendees or customers of yours. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. ALTA DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE ACCURATE AND/OR DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.
13. Limitation of Liability.TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ALTA BE LIABLE FOR LOST PROFITS,LOSS OF USE, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOOD SOR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL GUESTER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ALTA UNDER THIS AGREEMENT.
14. Indemnity.You agree to defend, indemnify and hold harmless Alta and its affiliates, their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses(including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of this Agreement or applicable laws in relation to your use of the Platform.
15. Effect ofTermination; Survival. Upon termination of this Agreement for any reason: (a) the License shall automatically terminate; (b) you shall cease all access and use of the Platform; and (c) you shall pay any outstanding Fees and other charges that accrued as of termination, which become immediately due and payable, and, if necessary Alta shall issue a final invoice therefore. Sections 4,6-10, 12-15 and 17 shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
16. Publicity. Alta may use your name and logo on Alta’s website and in its promotional materials to state that you are a customer of Alta.
17. General. This Agreement constitutes the entire agreement between Alta and you with respect to the subject matter herein and may be amended only in writing. Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the legality or enforceability of the remaining portions. You may not assign this Agreement without the prior written consent of Alta; Alta may assign this Agreement at its discretion. This Agreement is governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel Aviv, Israel.
I HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.