AltScore Terms of Service

Last updated: May 15, 2026

Please read these Terms of Service (the “Agreement”) carefully. This Agreement is between you and AltScore Inc. (“Company”) concerning your use of the APIs, platform, services, and associated software offerings generally made available by Company to its customers (collectively, “Services”). If there is a conflict between these terms and additional terms provided by AltScore which are applicable to a given Service, the additional terms will control for that conflict. If there is a conflict between these terms and additional terms provided by a third party authorized by AltScore to enter into a contract with you, these terms will control for that conflict.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” or “your” in this Agreement will refer to both the individual using the Services and to any such Organization. You and Company are each referred to individually as a “Party” and collectively as the “Parties.”

BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND AFFIRM THAT YOU ARE OF LEGAL AGE WHERE YOU LIVE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT. Company may modify this Agreement from time to time in its sole discretion by posting the amended terms on its website or through the Services. Unless Company determines that a change is material, Company is not obligated to provide you with individual notice of such modifications. For modifications that Company determines, in its sole discretion, to be material, Company will make reasonable efforts to notify you via email or other direct communication at least thirty (30) days prior to the effective date of such material modifications. Your continued access to or use of the Services following the posting of any modifications to this Agreement (or, in the case of material modifications, following the expiration of the applicable notice period) will constitute your acceptance of such modifications. If you do not agree to any modification, your sole remedy is to cease using the Services and terminate this Agreement in accordance with Article 8. Any such changes will not apply to any dispute between you and Company arising prior to the date on which the modified terms became effective.

1. Access and Use

1.1 Services

Subject to the terms of this Agreement and your compliance with this Agreement during the Term, Company hereby authorizes you and Permitted Users (as defined in Section 1.2 below) to access and use the Services and the information, data, reports and other results provided through the Services under this Agreement (“Output”) for the purposes expressly authorized, or if no purpose is specified, then for your internal business purposes. The foregoing rights are non-exclusive and may not be transferred or assigned to third parties.

1.2 Permitted Users

You will ensure that you and all Permitted Users comply with the terms and conditions of this Agreement with respect to access and use of the Services, and protection of Company’s Confidential Information, and you will be responsible for the acts and omissions of Permitted Users in connection with access to and use of the Services and compliance with the obligations set forth in this Agreement with respect to Company’s Confidential Information. Without limitation of the generality of the foregoing, any act or omission by a Permitted User that would constitute a breach of this Agreement if by you will be deemed a breach of this Agreement by you. “Permitted User” means the individuals, employees, third-party independent contractors or agents that are authorized by you to access and use the Services on your behalf under the rights granted to you pursuant to this Agreement.

1.3 Access Credentials

You may need to register to use all or part of the Services. We may reject, or require that you change, any username, password or other information that you provide to Company in registering. Permitted Users may also register and enroll authentication credentials to access the Services through a mechanism made available by Company (“Access Credentials”). You will provide Access Credentials only to Permitted Users and will require all Permitted Users to protect their Access Credentials from unauthorized use or disclosure. You must promptly notify Company of any confidentiality breach or unauthorized use of your or any Permitted User’s Access Credentials.

1.4 Documentation

Subject to the terms of this Agreement and your compliance therewith, Company hereby grants to you a nonexclusive, non-transferable, non-sublicensable license during the Term to access the user guides, API documentation, and technical specifications for the Services that Company generally makes available to its customers for the Services and provides to you under this Agreement (“Documentation”) and to allow Permitted Users to access the Documentation, in connection with use of the Services.

1.5 Restrictions

You will not (and will ensure that Permitted Users do not): (a) copy any element of the Services other than for accessing or providing Permitted Users access to the Services as expressly permitted under Section 1.2; (b) modify, adapt, or create derivative works of the Services; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide the Services to any third party, without Company’s express written consent, other than providing use of the Services to Permitted Users as expressly permitted under Section 1.2; (d) decompile, disassemble or reverse-engineer the Services, or determine or attempt to determine or inspect any source code, algorithms, methods or techniques embodied in the Services, except to the extent expressly permitted by Law notwithstanding a contractual prohibition to the contrary; (e) exceed the scope of authorized use; (f) provide to any third party the results of any benchmark tests or other evaluations of the Services without Company’s prior written consent; (g) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to the Services; (h) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from the Services; (i) otherwise access or use the Services except as expressly authorized in this Agreement; or (j) encourage or assist any third party to do any of the foregoing.

“Laws” mean (i) any national, state, local or other law or statute in any jurisdiction in which the Services are performed; (ii) any international or transnational treaty, law, or statute; (iii) any rule or regulation issued by a governmental entity; (iv) any written or authoritative interpretation by a governmental entity of any such law, statute, rule or regulation; and (v) any enforceable regulatory guidance, any judicial, governmental, or administrative order, judgment, decree or ruling or written and enforceable requirements of self-regulatory bodies and organizations. For clarity, Laws include any state, federal, or other laws, rules, regulations, or enforceable regulatory guidance or other Laws related to the collection, use, disclosure, processing or security of personal information (“Data Protection Laws”) and Export Laws (as defined in Section 9.9 below).

1.6 Reservation of Rights

Company retains all of its right, title and interest in and to the Company Materials and any other Technology or other materials developed by Company alone or jointly with others, or otherwise made available by Company to you hereunder, together with all Intellectual Property Rights in or pertaining to any of the foregoing, and no other rights are granted to you nor will you acquire any such rights, whether by implication, operation of law or otherwise. In furtherance of the foregoing, neither you nor Permitted Users will assert any rights in the Company Materials.

“Company Materials” means the Services and any and all other Technology that are developed by, or provided by Company or its subcontractors in connection with, the Services or otherwise comprise or relate to the Services, other than Your Content. For the avoidance of doubt, Company Materials include all Technology and other subject matter arising out of Company’s activities under this Agreement or the exercise of the rights and licenses granted to Company under this Agreement.

“Technology” means (a) works of authorship, including computer programs in any form (including but not limited to, source code and object code), formulae, application programming interfaces, algorithms, development tools, designs, specifications, prototypes, models, devices, schematics, files, records, data, information and all media on which any of the foregoing is recorded; (b) technology, inventions (whether or not patentable), ideas, discoveries, creations, improvements, trade secrets, and know how; (c) technical, engineering, product, marketing, servicing, and other information and materials; (d) transactional data, indexes, databases, data compilations and collections; (e) tools, techniques, procedures, methods and processes; and (f) all instantiations and disclosures of the foregoing in any form and embodied in any media, and all descriptions, specifications, requirements, and documentation related to the foregoing.

“Intellectual Property Rights” means any and all patent rights, copyrights and related rights, database rights, trademark rights and similar rights, trade secret rights, publicity rights, moral rights, and other intellectual and industrial property rights recognized in any jurisdiction worldwide, including any and all applications and registrations with respect thereto and goodwill associated therein.

1.7 Feedback

If you make any suggestions, enhancement requests, or recommendations, or provide any other feedback relating to the Company Materials or otherwise in connection with your activities under this Agreement, then Company will have the right to use and otherwise fully exploit such feedback freely in connection with the Company Materials and other current and future products and services of Company.

1.8 Third-Party Terms

You will comply with the terms, conditions and limitations imposed by third parties with respect to third-party Technology or services included within the Services (“Third-Party Terms”) and, if any Third-Party Terms conflict with the terms and conditions of this Agreement with respect to such third-party Technology or services, then the Third-Party Terms will control (and will resolve any conflict or inconsistency) with respect to such third-party Technology. From time-to-time, Company may substitute different third-party Technology or services, so long as such substitution does not materially reduce the functionality or performance of the Services. You acknowledge that the Services may contain software or similar subject matter that is distributed under an open source license such as (by way of example only) the Apache License, BSD License, MIT License, or any other license identified as an open source license by the Open Source Initiative (“Open Source Software”), and for purposes of this Agreement, the terms and conditions applicable to Open Source Software will be considered Third-Party Terms. Notwithstanding anything to the contrary: (a) the terms entered into between you, on one hand, and a reseller or distributor authorized to resell or distribute the Services (“Reseller”), on the other hand (“Reseller Terms”), will not constitute Third-Party Terms; and (b) if any Reseller Terms conflict with the terms and conditions of this Agreement, then this Agreement will control (and will resolve any conflict or inconsistency).

1.9 No Conflicts

You agree that Company will not be restricted in any way from developing, performing or providing products, services, data, information, results, reports or other subject matter for third parties, which may be similar to the Services or any other products or services provided to you under this Agreement.

2. Your Responsibilities

2.1 Your Content

You hereby grant to Company and its Affiliates a non-exclusive, fully paid-up, royalty-free, worldwide license and right to use, process, access, analyze, create derivative works of, adapt, translate, modify, and otherwise exploit (“Use”) information, data, and other content that is originally received from you or a Permitted User or that you authorize Company to access by or through the Services, but excluding Usage Data (as defined in Section 2.2) or any other information reflecting the access or use of the Services by or on behalf of you or any Permitted User (“Your Content”) during the Term, for the purposes of providing the Services and otherwise performing its obligations and exercising its rights hereunder. You acknowledge and agree that, as between the Parties, all of Your Content is your responsibility (including any data or information or other materials from third parties you authorize Company to access for the Services), and that Company is not responsible for determining the type of data or information you, a Permitted User or other third-party sharing data at your or a Permitted User’s direction provides.

2.2 Usage Data

You also hereby grant to Company and its Affiliates a non-exclusive, irrevocable, perpetual, fully paid-up, royalty-free, worldwide license and right to Use the data, information, or other content generated by you or a Permitted User relating to usage of the Services, including data, information or other content derived from Company’s monitoring of your or the Permitted User’s access to or use of the Services, in aggregated and de-identified form (“Usage Data”) to operate, support and maintain the Services and otherwise perform its obligations hereunder, and to further develop and improve Company’s products and services, including the Services and all Intellectual Property Rights therein; provided that the results of such activities are not reasonably identifiable to you or to any natural person. Company will have the right to have Company’s and its Affiliates’ service providers and contractors exercise the foregoing rights and licenses in connection with activities such persons or entities perform on Company’s behalf.

2.3 Your Reservation of Rights

Except for the rights and licenses expressly granted to Company by you hereunder, you retain all of your rights in and to Your Content.

2.4 Data Integrity and Data Standards

(a) You are solely responsible for ensuring the integrity of Your Content and any other data or content provided to Company or inputted into the Services under Section 2.1, and for ensuring that the Use of all of Your Content as contemplated by this Agreement is compliant with all Laws. Notwithstanding anything to the contrary, Company will have no responsibility with respect to any failure, malfunction, contaminants, power loss or interruption that arises in whole or in part from Your Content, or your failure to comply with applicable standards, or for any security breach, loss of data, or similar event (“Security Incident”) or for any injury or property damage.

(b) The warranties made by Company in this Agreement do not apply to loss, corruption or other irretrievability of Your Content or costs related to retrieving, replacing or returning Your Content that is lost, corrupted or irretrievable. Company is not responsible for the same. You are solely responsible for Your Content. If applicable Law prohibits exclusion of liability for lost data, then Company will only be liable for the cost of the typical effort to recover the lost data from your last available back up. In addition, in the event that you or Permitted Users provide any data to Company, you represent, warrant, and covenant that you and Permitted Users have obtained and shall maintain all of the necessary consents for such data to be processed, transmitted or stored, each as needed, by Company, including all required consents from third parties and your employees, contractors, agents, customers, clients, and end users.

(c) Company agrees to implement reasonable technical, physical and organizational safeguards within the Services to mitigate the risk of a security breach.

2.5 Cooperation

You acknowledge that your timely provision of (and Company’s access to) your equipment, assistance, cooperation, and complete and accurate information and data from you, and your officers, agents and employees (“Cooperation”) is essential to the provision of the Services, and you agree that Company will not be liable for any deficiency in providing the Services if such deficiency results in whole or in part from you not providing such Cooperation.

2.6 Decision-making

You remain solely responsible for confirming the sufficiency of Output for its purposes and determining how and whether to rely on it. In performing your obligations and exercising your rights under this Agreement, you shall comply with all applicable Laws and you are solely responsible for determining whether your use and reliance on the Services or an Output for credit decisions or other business decisions complies with applicable Laws, including Laws related to fair lending and non-discrimination. You acknowledge that Company is not responsible for determining any type of decision-making assessment. Company does not act upon any of Your Content, or data generated by or for you or a Permitted User in any professional capacity or determine the type of procedures appropriate for you to make such assessments. You must determine such assessments. Nothing in the Services or other information, results or other products or services made available under or in connection with this Agreement are intended to substitute for your business judgment. Without limiting the foregoing, as between Company and you, you remain solely responsible for ensuring the quality, sufficiency and legality of business judgments, and other decisions made using the Services or other information, results or other products or services made available under or in connection with this Agreement. You acknowledge and agree that any of the data or information that you make available to Company may be used by the Services. You are solely responsible for ensuring such use complies with Law.

2.7 Not Document Storage

The Services are not intended to serve as, and Company does not provide, a system of record, document repository, archive, backup, or document storage service for Your Content or any Output. You are solely responsible for maintaining, outside of the Services, complete and accurate copies, backups, and records of Your Content, Output, and any other data, documents, or materials that you submit to, access through, or generate using the Services. Company has no obligation to retain, preserve, return, recover, or provide access to any Your Content or Output except as expressly stated in this Agreement or an applicable Ordering Document. Upon your written request made within thirty (30) days after expiration or termination of this Agreement, Company will make Your Content then in Company’s possession or control available for export or return in a commercially reasonable format. After such thirty (30)-day period, Company will have no obligation to retain, return, or provide access to Your Content and may delete Your Content in accordance with its standard practices and this Agreement.

3. Payment Terms

3.1 Fees

In consideration for the rights and licenses granted in this Agreement and for the Services, you will pay the fees and other amounts set forth in the applicable ordering document entered into between you and Company or you and a Reseller (“Ordering Document”). All fees are non-refundable. Company or a Reseller will issue invoices to you in accordance with the applicable Ordering Document. Unless set forth in an Ordering Document, you will pay all invoices within fifteen (15) days of receipt. All payments of fees will be in United States Dollars.

3.2 Taxes

The fees do not include, and you will pay in addition to the fees, all taxes, duties and levies imposed by all foreign, federal, state, local or other taxing authorities (including export, sales, use, excise and value-added taxes) based on the transactions or payments under this Agreement, other than taxes, imposed, or based on Company’s or Reseller’s (as applicable) net income. All amounts payable hereunder by you will be paid without deduction or withholding for or on account of any present or future tax, duty or levy imposed by any taxing authority.

4. Confidentiality

4.1 Confidential Information

“Confidential Information” means all proprietary, technical or business information, ideas, materials, know-how or other subject matter disclosed or otherwise made available by one Party to the other Party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Confidential Information of Company includes the Company Materials and the existence and terms of this Agreement.

4.2 Use and Disclosure Restrictions

The Party receiving Confidential Information (“Recipient”) agrees: (a) to maintain the Confidential Information of the Party disclosing such information (the “Discloser”) in confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement, using the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, and employees (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the other Party’s Confidential Information as those set forth herein. You may also disclose the Confidential Information comprised of the Services to Permitted Users and such Permitted Users will be deemed your Representatives, in accordance with Article 1 and the preceding sentence. Accordingly, you are responsible for ensuring Permitted Users comply with the obligations under this Article 4. Recipient’s obligations under this Section 4.2 will continue in effect for a period of three (3) years from the date of last disclosure of Confidential Information by Discloser, except that your obligations under this Article 4 will continue in effect in perpetuity with respect to the Services. Notwithstanding anything to the contrary, the provisions of this Section 4.2 do not apply to disclosure of your Confidential Information as a result of a Security Incident; Company’s sole responsibilities with regard to unauthorized access to, disclosure or use of Your Content arising out of a Security Incident are expressly set forth in Section 2.4(c).

4.3 Exclusions

The obligations of Recipient under Section 4.2 will not apply to any Confidential Information that: (a) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient (or any of its Representatives, affiliates, or agents) or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (b) was known by or lawfully in the possession of Recipient, prior to receiving such information from Discloser, without restriction as to use or disclosure; (c) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure imposed on such third party either directly or indirectly by Discloser; or (d) is independently developed by Recipient without access, use or reference to any Confidential Information of Discloser. Notwithstanding anything to the contrary stated in this Agreement, nothing in this Agreement restricts Company’s rights to collect, use, share, disclose and otherwise process Usage Data (i) to perform the activities contemplated by this Agreement; and (ii) for purposes of developing and improving Company’s products and services so long as the disclosure or sharing of Usage Data for development or improvement is not identified with you or any natural person.

4.4 Authorized Disclosures

Notwithstanding anything to the contrary, the Recipient may disclose Confidential Information provided by the Discloser: (a) to its financial, accounting, legal advisors, each with a need to know for the purpose of providing services to the Recipient, as well as to and current and potential investors or acquirers that are bound to reasonable confidentiality protections that apply to the Confidential Information of the Discloser; (b) as and to the extent required by applicable Law or regulation, or by the listing of similar rules of the stock exchange on which the securities of the Recipient may be listed (provided that, prior to such disclosure, the Recipient, to the extent permitted by Law, will provide written notice to the Discloser); (c) as and to the extent required by applicable Law or regulation, or by the listing of similar rules of the stock exchange on which the securities of the Recipient may be listed (provided that, prior to such disclosure, the Recipient, to the extent permitted by Law, shall provide written notice of such request to the Discloser to allow the Discloser to seek to redact or otherwise limit the scope of such disclosure); and (d) as required to be disclosed pursuant to any judicial or governmental request, requirement or order, provided that the Recipient takes reasonable steps to give the Discloser sufficient prior notice in order to contest or limit such request, requirement or order.

4.5 Return or Destruction of Confidential Information

Upon expiration or earlier termination of the Agreement or support and maintenance, Recipient will promptly return to Discloser or, at Discloser’s option, destroy all tangible items and embodiments containing or consisting of Discloser’s Confidential Information and all copies thereof (other than backup or archival copies) and upon request of Discloser, provide written certification of such destruction or return by an authorized person. With respect to your Confidential Information, you agree to notify Company of your preference for the return or destruction of your Confidential Information within seven (7) days after the expiration or earlier termination of the Agreement. If you do not notify Company of your preference within this period, and subject to Section 2.7, Company may destroy all your Confidential Information in its possession. Notwithstanding anything to the contrary in this Section 4.5, each Party may retain any portion of the other Party’s Confidential Information which the former is required under applicable Laws to retain. In no event, however, will Company be required to return to you, or destroy, Company Materials or Usage Data.

4.6 Injunctive Relief

Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information may cause irreparable harm and significant injury to Discloser, the extent of which will be difficult to ascertain and for which there may be no adequate remedy at law. Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, will have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Article 4, without the necessity of posting any bond or other security. Recipient will notify Discloser in writing immediately upon Recipient’s becoming aware of any such breach or threatened breach.

5. Warranties

5.1 Mutual Warranties

Each Party represents and warrants to the other Party that the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment decree or order, or any contract, agreement or other undertaking, applicable to such Party.

5.2 Your Warranties

You represent and warrant to Company that you will, and cause any Permitted Users to, comply with all applicable Laws during the Term. You represent and warrant that you have obtained and will continue to maintain all rights, title and interest in and to Your Content (including obtaining all required consents and authorizations) to grant the rights and licenses set forth in this Agreement. In addition, you have and will be responsible for ensuring that Your Content, and all use by or on behalf of you, is and will remain in compliance with applicable Laws throughout the Term.

5.3 General Disclaimer

The Services may be temporarily unavailable due to third-party providers or other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 5 AND TO THE FULL EXTENT PERMITTED BY LAW, THE COMPANY MATERIALS AND ANY OTHER PRODUCTS, COMPONENTS OR SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, COMPANY AND ITS AFFILIATES DO NOT WARRANT OR PROVIDE ANY CONDITION THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. THE SERVICES DO NOT INCLUDE, AND COMPANY’S OBLIGATIONS UNDER THE AGREEMENT DO NOT EXTEND TO, THE SOFTWARE OR SYSTEMS WITH WHICH THE SERVICES IS USED, SUCH AS EQUIPMENT, NETWORKS, TECHNOLOGY OR OTHER COMPONENTS WITH WHICH THE SERVICES ARE INTEGRATED THROUGH APPLICATION PROGRAMMING INTERFACES MADE AVAILABLE BY COMPANY. THE COMPANY MATERIALS ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE SUPPORT MACHINES OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE COMPANY MATERIALS COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HAZARDOUS ACTIVITIES”). COMPANY AND ITS AFFILIATES, LICENSORS, DISTRIBUTORS AND RESELLERS EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HAZARDOUS ACTIVITIES.

5.4 Security Disclaimer

The Services are not designed or intended to be used with unsecure networks. You acknowledge that access to and use of the Services may rely upon certain networks, systems, and data communication mediums that are not controlled by Company and that may be vulnerable to data or security breaches, including internet networks used by your internet providers and the databases and servers controlled by your internet providers. Company or its Affiliates shall not be liable for any such breaches, including damages and/or loss of data related to any security breach, and disclaims all warranties, including any implied or express warranties that any content will be secure or not otherwise lost or altered. For the avoidance of doubt, if you choose to connect the Services to a network, it is your sole responsibility to provide and continuously ensure a secure connection to that network. You agree to establish and maintain appropriate measures (e.g., firewalls, authentication measures, encryption, and anti-virus applications) to protect the Services and associated data against security breaches including unauthorized access, destruction, use, modification or disclosure. Notwithstanding the foregoing, you shall not use the Services in a network with other products or services that are incompatible, insecure or not compliant with applicable Laws.

6. Indemnification

Upon Company’s written request, you, or if you accepted this Agreement on behalf of an Organization, the Organization (each, the “Indemnifying Party”) will indemnify, defend and hold harmless Company and its Affiliates, licensors and resellers, and its and their officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, actions, judgments, settlements, losses, damages, liabilities, deficiencies, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Claims”) (including Claims alleging ordinary negligence resulting in personal or bodily injury, damage to tangible property or other product liability) brought against an Indemnified Party by a third party arising out of or relating to: (i) any and all access, use or misuse of the Services or other subject matter made available to you or the Indemnifying Party hereunder, including (a) use of the Services in a manner that is not permitted under the Agreement or that is inconsistent with the Documentation; (b) modifications to the Services made by anyone other than Company or a third party acting at Company’s direction; (c) the combination of the Services with other hardware, software, services or materials not provided by Company where the infringement or misappropriation would not have occurred but for such combination or where all claims of the intellectual property rights being asserted by the applicable third party are not fully embodied by the Services itself; (ii) your or Permitted Users’ breach of this Agreement, (iii) any use, storage or processing of your data, whether or not authorized, and any security or data breach resulting in the loss of or unauthorized access to any such data, (iv) Company’s storage and processing of user contributions transmitted to Company by you, (v) Claims, disputes or controversies between the Indemnifying Party, Permitted Users and third parties (e.g., with respect to sufficiency or performance of training or adequacy of warnings), (vi) all portions of the Services that are based on or derived from Your Content if the infringement or misappropriation would not have arisen but for the Your Content; (vii) your chosen manner of using the Services where other non-infringing methods of use are available; (viii) your continued use of an allegedly infringing version of the Services after Company has provided you with a non-infringing new version of the Services, or (ix) your use of any version of the Services that is no longer supported by Company. The Indemnifying Party will pay all damages finally awarded by a court of competent jurisdiction or settlement amounts entered into as a result of such Claims, together with the costs of defense (including reasonable attorneys’ fees, court costs and the costs of experts and other professionals). Without limiting the foregoing, as between the Indemnifying Party and Company, the Indemnifying Party acknowledges and agrees that the Indemnifying Party is solely responsible and liable for any loss, damage, injury, damage to tangible property or other liability arising out of or relating to the use of the products and services made available hereunder or any other products or services used in connection therewith.

7. Limitation of Liability

COMPANY, ITS AFFILIATES, LICENSORS, DISTRIBUTORS AND RESELLERS WILL NOT BE LIABLE FOR: (1) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER CLAIMED UNDER CONTRACT, WARRANTY, TORT (INCLUDING ORDINARY NEGLIGENCE) OR ANY OTHER LEGAL THEORY, OR (2) ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF OR DAMAGE TO DATA OR PROGRAMMING, LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING FROM THE USE OF (OR INABILITY TO USE) THE COMPANY MATERIALS AND ANY OTHER PRODUCTS, COMPONENTS OR SERVICES PROVIDED HEREUNDER, EVEN IF COMPANY OR ITS AFFILIATES, LICENSORS, DISTRIBUTORS OR RESELLERS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL COMPANY’S AND ITS AFFILIATES’, LICENSORS’, DISTRIBUTORS’ AND RESELLERS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED THE AMOUNTS PAID BY YOU TO COMPANY DURING THE THREE (3) MONTHS PRECEDING THE DATE THAT THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER THE HARM WAS FORESEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.

8. Term and Termination

8.1 Agreement Term

This Agreement will commence upon (i) the date on which the Parties execute this Agreement or (ii) the date on which you first used the Services, whichever is earlier (“Effective Date”) and continue until the expiration of the term set forth in the applicable Ordering Document, unless terminated earlier pursuant to this Article 8 (“Term”). Upon expiration of the initial Term, this Agreement and each Ordering Document will automatically renew for successive renewal periods equal to one (1) year each (each, a “Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current Term or Renewal Term. Company may adjust the fees applicable to any Renewal Term by providing you with written notice of such adjusted fees at least sixty (60) days prior to the commencement of the applicable Renewal Term. If you do not agree to such adjusted fees, you may elect not to renew by providing written notice of non-renewal to Company prior to the commencement of the applicable Renewal Term. The initial Term and any Renewal Terms are collectively referred to herein as the “Term.”

8.2 Termination

If either Party materially breaches this Agreement, the other party will have the right to terminate this Agreement by written notice to the breaching party, unless the breaching party cures such breach within thirty (30) days after receipt of written notice thereof. In addition and without limitation of the foregoing termination rights, Company may immediately terminate this Agreement (in whole or in part) by written notice to you if you breach any of the provisions of Article 1 (Access and Use), Article 2 (Your Responsibilities) or Article 4 (Confidentiality).

8.3 Suspension

Company will have the right to suspend your access to and use of the Services if (a) Company determines in its sole discretion that (i) you or a Permitted User is engaged in activities that have resulted in or are likely to cause impairment of functionality of the Services for other customers; (ii) there is a threat or attack on any of Company’s Technology, systems or services; (iii) your or any Permitted User’s use of the Services disrupts or poses a security risk to Company or to any other customer or vendor of Company; (iv) you or any Permitted User is using the Services for fraudulent or illegal activities; or (v) Company’s provision of the Services to you or any Permitted User is prohibited by applicable Law; or (b) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services, products or Technology required to enable you or you Permitted Users to access the Services. Company will have no liability for any damage, liabilities, losses (including any loss of use, loss of data, lost profits, or any business interruptions) or any other consequences that you or Permitted Users may incur as a result of any of the foregoing suspensions.

8.4 Effect of Termination

Upon any expiration or termination of this Agreement, the rights and licenses granted to you hereunder will automatically terminate, and you will immediately cease using the Services and other Company Materials and return or destroy all copies thereof and other Company Confidential Information in your or any Permitted User’s possession or control, and certify in writing the completion of such return or destruction. Article 4 (Confidentiality) (for the periods set forth therein), Article 6 (Indemnification), Article 7 (Limitation of Liability) and Article 9 (Miscellaneous Terms), and Sections 1.6 (Company Reservation of Rights), 1.7 (Feedback), 2.2 (Usage Data), 2.3 (Your Reservation of Rights), 2.6 (Decision-making), 5.3 (General Disclaimer), 5.4 (Security Disclaimer), and 8.4 (Effect of Termination) shall survive expiration or termination of this Agreement.

9. Miscellaneous Terms

9.1 Interpretation

For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the Parties will refer to their permitted successors and assigns.

9.2 Governing Law; Jurisdiction

The Agreement and its interpretation and validity will be governed by the substantive law of the State of New York applicable to contracts made and to be performed within the State and without regard to the State’s conflicts of laws rules that would result in the application of the laws of another jurisdiction, and without giving effect to the conflicts of law principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in a federal or state court in New York City, New York, and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding, and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding.

9.3 Assignment

You are not permitted to assign, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement without the prior written consent of Company. Company may assign, sell, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations under this Agreement without restriction. Any purported assignment by you, except as permitted herein, will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Publicity

You acknowledge and agree that Company may use your name and logo on its website and in promotional materials, press releases, and other marketing communications for the sole purpose of identifying you as a customer of Company. You may opt-out of this at any time by providing Company with written notice. Company will cease all use of your name and logo for the foregoing purposes within thirty (30) days.

9.5 Force Majeure

Company will not be liable to you for failure or delay in performing its obligations under this Agreement if such failure or delay is due to acts of any governmental body, war, insurrection, sabotage, or embargo; fire, flood or other Act of God; strike or other labor disturbance; interruption of or delay in transportation; unavailability of, interruption of or delay in telecommunications or third party services; epidemic, pandemic or other spread of disease; inability to obtain raw materials, supplies or power used in or equipment needed for performance of its obligations; or any other cause beyond such Party’s reasonable control.

9.6 Notices

Notices to you (including notices of changes to this Agreement) may be made via posting to Company’s website or by email to the most recent email address that you have provided to Company (including in each case via links), or by regular mail to the most recent mailing address that you have provided to Company. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9.7 Waiver

The waiver by either Party of a breach of or a default under this Agreement will not be effective unless in writing. The failure by either Party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions.

9.8 Severability

If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.9 Export Laws

You will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you or Permitted Users use any of the Company Materials or any other subject matter made available hereunder. You certify that you are not on any of the relevant U.S. government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the Company Materials or any other subject matter made available hereunder in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan and North Korea and that you will not use the Services or any other subject matter made available hereunder for any purpose prohibited by the Export Laws.

9.10 Government End User Rights

You agree that the Services and any derivatives thereof are “Commercial Items” as defined in 48 C.F.R. § 2.101, and if you are a governmental or regulatory entity, then such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Services is licensed to end users of governmental or regulatory entities (a) only as a Commercial Item and (b) with only those rights as are granted to all other users pursuant to this Agreement and any related agreement(s), as applicable. Accordingly, you will have no rights in the Services except as expressly agreed to in writing by you and Company.

9.11 No Third-Party Beneficiaries

This Agreement is made and entered into for the sole protection and benefit of the Parties and is not intended to convey any rights or benefits to any third party, nor will this Agreement be interpreted to convey any rights or benefits to any person except the Parties (and the respective successors or permitted assigns).

9.12 Relationship of the Parties

This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; and the Parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither Party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.

9.13 Entire Agreement

This Agreement, including any of its exhibits and addenda constitutes the complete and exclusive understanding and agreement between the Parties and supersedes any and all prior or contemporaneous agreements, communications, and understandings, written or oral, relating to their subject matter.