Terms of Service 1 — AlterityAI

Terms of service.

Last updated: February 27, 2025

IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 34 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH ALTERITYAI ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY, ALONG WITH ANY OTHER TERMS AND CONDITIONS INCORPORATED BY REFERENCE HEREIN, CONTAIN IMPORTANT INFORMATION SETTING FORTH AND LIMITING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU MUST ACCEPT THESE TERMS AND CONDITIONS OF SERVICE BEFORE YOU ACCESS THE WEBSITE BY CHECKING THE BOX INDICATING THAT YOU “HAVE READ AND ACCEPT” THE FOLLOWING TERMS AND CONDITIONS. ACCEPTING THESE TERMS AND CONDITIONS REPRESENTS YOUR ACKNOWLEDGEMENT THAT YOU HAVE HAD THE OPPORTUNITY TO AVOID ACCESS TO THE CONTENTS OF THE WEBSITE BEFORE SEEING THOSE CONTENTS.

THESE TERMS OF SERVICE INCLUDE OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. A COPY OF OUR CURRENT PRIVACY POLICY CAN BE FOUND BY EMAILING INFO@ALTERITYAI.COM. IN ADDITION TO ANY CIVIL OR CRIMINAL PENALTIES TO WHICH YOU MAY BE SUBJECT, IF YOU DO NOT ACCEPT AND AGREE TO COMPLY WITH THESE TERMS AND CONDITIONS, YOU IMMEDIATELY FORFEIT ALL RIGHTS TO USE THE ALTERITYAI WEBSITE OR SERVICES AND YOU MUST LEAVE THE ALTERITYAI WEBSITE IMMEDIATELY.

THE ALTERITYAI TERMS OF SERVICE (THE "AGREEMENT") GOVERN CUSTOMER’S ACCESS AND USE OF ALTERITYAI’S Services. “ALTERITYAI” SHALL MEAN ALTERITYAI LLC AND ITS SUBSIDIARIES. IF CUSTOMER HAS FULLY EXECUTED A MASTER AGREEMENT WITH ALTERITYAI, SUCH MASTER AGREEMENT WILL GOVERN THE ACCESS AND USE OF THE Services. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY ACCEPTING THIS AGREEMENT, EITHER BY: (1) CLICKING A BOX INDICATING ACCEPTANCE THROUGH THE DIGITAL Services; (2) EXECUTING A QUOTE THAT REFERENCES THIS AGREEMENT; OR (3) USING ALTERITYAI’S Services, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. ANY INDIVIDUAL ACCEPTING THIS AGREEMENT IS REPRESENTING THEIR AUTHORITY TO ACCEPT ON BEHALF OF AN ORGANIZATION OR LEGAL ENTITY AND ACCEPTS THE PERSONAL LIABILITY OF SUCH REPRESENTATION, AND SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE FULL POWER AND AUTHORITY TO BIND SUCH ORGANIZATION AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ORGANIZATION AND ITS AFFILIATES.

Customer and ALTERITYAI may be referred to in this Agreement individually as a “party” or jointly as the “parties.” This Agreement governs all access and use of ALTERITYAI’s Services, as defined below, provided by ALTERITYAI to Customer. ALTERITYAI may update or make changes to this Agreement from time to time. ALTERITYAI encourages Customer to periodically review and check this Agreement for updates to stay informed about the terms that govern Customer’s use of the Services. Customer’s continued use of the Services after ALTERITYAI makes any changes is deemed to be an acceptance of those changes. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or as otherwise restricted by this Agreement. ALTERITYAI’s indirect and direct competitors (or third party agents acting on behalf of such direct competitors) are prohibited from accessing the Services.

Definitions. For purposes of this Agreement:

“Active User(s)” means Customer’s Users with active assigned Seats.
“Affiliate” means an entity that, directly or indirectly, through one or more entities, controls; is controlled by; or is under common control with, the specified entity.
“Beta Services” means the second phase of software testing in which a sampling of the intended audience samples a service prior to its general release where Customer, in return, provides ALTERITYAI feedback about the Beta Services.
“Channel Partner” means an authorized ALTERITYAI reseller, distributor, or managed service provider through which Customer may acquire the Services and/or Professional Services.
“Confidential Information” means all information or material disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that: (a) gives either party some competitive business advantage, gives either party an opportunity of obtaining some competitive business advantage, or the disclosure of which may be detrimental to the interests of the Disclosing Party; and (b) is either: (i) marked “Confidential,” “Restricted,” “Proprietary,” or includes other similar markings; (ii) known by the parties to be confidential and proprietary; or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. The Services are deemed Confidential Information of ALTERITYAI.
Customer Data” means data and other information including, but not limited to, Personal Data Processed or stored through the Services by Customer or on behalf of Customer.
“Effective Date” means the date Customer accepts this Agreement.
“Personal Data” has the meaning set forth in the Customer Data Processing Addendum.
“Process,” “Processed,” and “Processing” have the meaning set forth in the applicable data protection law.
“Professional Services” means any professional Services, including implementation and managed Services, consultancy Services, or customization of Training Content as agreed upon by the parties and set forth in a Quote. ALTERITYAI may require Customer to enter into a statement of work (“SOW”) detailing the Professional Services to be performed.
“Quote” means a purchasing document or other similar document, such as a purchase order or SOW, in connection with a purchase under this Agreement. The parties may attach a copy of the initial Quote as an exhibit to this Agreement. If such Quote is attached, the Quote will be deemed accepted upon execution of this Agreement.
“Seat(s)” refers to the number of Users permitted access to the Services pursuant to the user count purchased via a Quote.
“Security Page” means ALTERITYAI’s security statement that provides information about ALTERITYAI’s security practices.
“Software” means the object code version of any software, including APIs, that may be licensed by Customer under this Agreement for installation on Customer’s systems. To the extent ALTERITYAI delivers any updates or enhancements to Customer as part of the Support Services, such updates and enhancements will be deemed included in the definition of Software.
“Service(s)” means any Web Hosted Services, Software, Support Services, Professional Services, Training Content, and/or other Services that ALTERITYAI offers to Customer, including any applicable Documentation.
“Support Services” means maintenance and support of any Services provided by ALTERITYAI in accordance with ALTERITYAI’s Service Level Agreement.
“Term” means the term set forth in the respective Quote during which the Customer is granted access to the Services in accordance with this Agreement.
“TPP(s)” means Software, applications or Services provided by third parties that may integrate or be used in conjunction with ALTERITYAI Services.
“Training Content” means digital courseware, training modules, testing and training templates, games, posters, artwork, videos, newsletters, security documents, or other content and materials provided by ALTERITYAI and/or its third-party licensors (as defined below).
“User(s)” means Customer’s authorized affiliated users (i.e., Customer’s employees, independent contractors, or individual members that are a part of Customer’s organization) with an assigned unique organizational email address (i.e., an email address using domain names that Customer owns), who may access the applicable Services.
“Web Hosted Services” means an application and/or database Services hosted by ALTERITYAI or its agents, made available for remote access and use by Customer and its Users, under this Agreement.

Payment Terms.

2.1. Services Purchase. Customer is deemed to have committed to a purchase in full for the Services (regardless of any split payment terms) upon the earlier of: (a) a Quote signed by Customer that is sent to ALTERITYAI or to the respective ALTERITYAI Channel Partner for processing; (b) an attached Quote, upon execution of this Agreement; or (c) tender of payment by Customer through check, credit card, or other form of payment. Payment via check, credit card, or other form of tendering payment will be deemed acceptance of the corresponding Quote or invoice sent to Customer by ALTERITYAI. If Customer is an organization subject to certain fiscal period restrictions or appropriations, Customer hereby represents and warrants that Customer has the ability to pay all fees, regardless of any split payment terms, in full, out of Customer’s current fiscal period’s allocated budget or that Customer has the authority to legally commit to a purchase outside of the current fiscal period. Except as otherwise specified herein, all sales are final, non-refundable, and non-returnable.
2.2. Services Fees. The fees for Services will be specified by ALTERITYAI and will be applicable for the period specified in the ALTERITYAI Quote (as applicable). If no period is specified, pricing will be applicable for thirty (30) calendar days. Notwithstanding the foregoing, prices may be subject to increase upon renewal, or in the event Customer adds on or upgrades the Services during the Term specified in the Quote. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature including, for example, value-added; sales; use; or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If ALTERITYAI has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, ALTERITYAI will invoice Customer and Customer will pay that amount unless Customer provides ALTERITYAI with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of doubt, ALTERITYAI is solely responsible for taxes assessable against it based on its income, property, and employees. Except as otherwise specified herein or in a Quote: (a) fees are based on the Services acquired and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable, except where expressly permitted herein; and (c) the Term and quantities purchased cannot be decreased during the applicable Term. For clarity, Customer is responsible for any payments owed but not paid by any Affiliates ordering Services hereunder. In the event Customer requires ALTERITYAI to use a vendor payment portal or compliance portal which charges ALTERITYAI a fee or a percentage of any uploaded invoice as a required cost of doing business, Customer shall be invoiced by ALTERITYAI for, and Customer is obligated to pay, the cost of any such fees.
2.3. Due Date; Late Payments. Amounts due for Services may be invoiced by ALTERITYAI in full at the start of the Term or as otherwise expressly provided in the Quote. Customer agrees to pay the net amount of each invoice without offset or deduction within thirty (30) days after the date of ALTERITYAI’s invoice (unless otherwise noted on the invoice). If any undisputed amount is not paid by Customer within fifteen (15) days’ notice of late payment, ALTERITYAI will be entitled to receive the amount due plus interest thereon at a rate of 1.5% per month (or the highest rate permitted by applicable law) on all undisputed amounts that are not paid on or before the date due. Customer will also pay all of ALTERITYAI’s reasonable costs of collection including, but not limited to, reasonable attorneys’ fees. ALTERITYAI reserves these rights in the event that Service access has been Suspended for non-payment in accordance with Section 5.2, to the extent permissible by law.
2.4. Disputed Payments. Customer has the right, in good faith, to dispute all or a portion of an invoice prior to its due date. ALTERITYAI will not collect interest on disputed amounts in the event Customer provides ALTERITYAI with written notice, prior to the due date, that Customer disputes such charges, pays all undisputed charges on time, and cooperates diligently to resolve the dispute.
2.5. Credit Approval; Application of Payment. Customer may, from time to time, be subject to credit approval by ALTERITYAI. Customer agrees to submit financial information as may be reasonably requested by ALTERITYAI for the establishment and/or continuation of credit terms. Any payment received from Customer may be applied by ALTERITYAI against any obligation owed to ALTERITYAI by Customer.
2.6. Channel Partner Purchases. ALTERITYAI may use third parties (“Channel Partners”) to identify prospective customers. Notwithstanding these referrals, all Services identified on this website are provided exclusively by ALTERITYAI and/or third parties authorized by AlterityAI pursuant to one or more agreements between ALTERITYAI and Customer. All payments for Service will be made directly by Customer to ALTERITYAI. Any agreements Customer enters into with a Channel Partner relating to the Services and/or the Services, shall be between Customer and the Channel Partner and shall not be binding upon ALTERITYAI.

Product Usage and Rights.

3.1. Services. For the duration of the Term, and in accordance with the terms of this Agreement and the Documentation, ALTERITYAI grants to Customer a non-exclusive, non-transferable, non-assignable right to access the applicable Services set forth in the Quote for Customer’s internal organizational use only, and not for resale or publication. Access and use of any of the Services for personal or private use, or by or for the benefit of a third party, is not permitted. If Software and/or Training Content downloads are enabled in the applicable Services, Customer will have the license right to download, install, use, execute, and display the Software and Training Content in accordance with this Agreement, the Documentation, and Section 4.3 ("Use of Customer or Third Party LMS”). Rights in and to the Software and Training Content are licensed, not sold. Use of any third-party software contained within the Services is subject to the terms of this Agreement and may only be used in conjunction with that Service and not separately.
3.2. Customer Users. The Services are provided on a per-Seat basis. The Services are only permitted to be used by the authorized number of Users for whom Customer paid the applicable Services fees. Customer is responsible for managing User access and ensuring the number of Active Users does not exceed the purchased number of Seats. If exceeded, Customer must promptly pay for additional Seats or reduce the number of Active Users. ALTERITYAI prohibits the cycling of Seats amongst Customer’s personnel. Customer is not permitted to freely re-assign Seats to Users except in the event of normal workforce attrition (i.e., in the instance an Active User’s account is terminated or removed due to the Active User’s departure from Customer’s organization, or otherwise for Customer’s termination of contract with that Active User). All other Seat reassignments require ALTERITYAI's written approval. ALTERITYAI reserves the right to monitor Customer’s compliance with this Section. Upon request by ALTERITYAI, Customer agrees to certify its compliance with this Section. Additional Seats may be added during the applicable Term and such additional Seats will be co-pending with the then-current Term and will terminate on the same date.
3.3. Professional Services. In the instance Customer purchases Professional Services to be performed by ALTERITYAI, Customer will be required to sign a SOW detailing the project specifications and such Services may be governed by a separate agreement.
3.4. Support Services. Services are made available with standard Support Services for no additional charge. Support Services are made available in accordance with the terms and conditions set forth in ALTERITYAI’s Service Level Agreement. Notwithstanding the foregoing, ALTERITYAI will have no obligation to support: (a)Services, hardware, or software provided by anyone other than ALTERITYAI; (b) Services issues caused by Customer’s negligence, abuse, or misapplication; or (c) Customer’s use of Services other than as specified in the Documentation.
3.5. Limited Access Account. In the event Customer is granted access or use of any Services on an evaluation or trial period basis, including any limited access accounts created by Customer, then, subject to the terms and conditions of this Agreement, ALTERITYAI hereby grants Customer, solely for its internal evaluation purposes, a revocable, limited, non-exclusive, non-transferable, non-assignable right to access the included Services for the Limited Access Period, subject to any terms or limitations expressly set forth in any activation email or Quote, as applicable. Customer may only use such Services from the earlier of: (a) the date this Agreement is accepted by Customer; or (b) the date in which Customer was permitted access to the Services by way of an activation email or Quote, until the expiration date set forth in applicable activation email, or, if no expiration date is set forth in the applicable activation email, thirty (30) days after the earlier of either (a) or (b) herein (the “Limited Access Period”). Customer and ALTERITYAI may extend the Limited Access Period upon mutual written agreement (including via email). This evaluation license and grant of access will terminate automatically upon expiration of the Limited Access Period. At any time prior to the end of the Limited Access Period, ALTERITYAI may terminate the Limited Access Period for the Services without notice. Upon any termination, Customer shall discontinue use and/or access to the Services unless and until Customer has agreed to purchase a license or grant of access to use and/or access such Services. During the Limited Access Period, all terms and conditions of this Agreement will apply, except that (i) no fees will be due from Customer, unless otherwise specified; (ii) the Services will be provided without warranties or indemnities of any kind and entirely on an “as-is” basis (e.g., Sections including Support Services, warranties and ALTERITYAI indemnity obligations will not apply); and (iii) additional evaluation terms and conditions may appear on the trial registration web page or activation email sent by ALTERITYAI, on the applicable Quote provided by ALTERITYAI, or by way of a proof of concept agreement executed between the parties. Any such additional terms and conditions shall be incorporated into this Agreement by reference and are legally binding. Apart from the foregoing limited license and grant of access, Customer is not being granted any right, title, or interest in or to the Services. All such rights are expressly reserved by ALTERITYAI. CUSTOMER DATA, INFORMATION, REPORTS, MATERIALS AND/OR CONFIGURATIONS TO THE Services MAY BE PERMANENTLY LOST OR DELETED.
3.6. Beta Services. ALTERITYAI may offer Beta Services to Customer at no charge. Use of the Beta Services are at the election of Customer and are for evaluation purposes only. Beta Services are not considered “Services” and do not come with Support Services. Beta Services may be subject to additional terms. ALTERITYAI reserves the right to discontinue the Beta Services at any time. Use of Beta Services will automatically terminate at such time that ALTERITYAI makes such Beta Services generally available. Beta Services may be unpredictable and lead to erroneous results. Customer acknowledges and agrees that: (a) Beta Services are experimental and have not been fully tested; (b) Beta Services may not meet Customer’s requirements; (c) the use or operation of any Beta Services may not be uninterrupted or error free; (d) Customer’s use of any Beta Services is for purposes of evaluating and testing the Beta Services and for providing feedback to ALTERITYAI; (e) Customer will inform its Users regarding the nature of Beta Services; and (f) Beta Services are considered Confidential Information. Customer will promptly report any errors, defects, or other deficiencies in any Beta Services to ALTERITYAI. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL Beta Services ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. Customer hereby waives any and all claims, now known or later discovered, that Customer may have against ALTERITYAI, ALTERITYAI’s third party providers, and ALTERITYAI’s TPPs arising out of Customer’s use of Beta Services.
3.7. Intellectual Property. This is not a work made-for-hire agreement, as defined by U.S. or other applicable law. ALTERITYAI and its licensors own and reserve all rights, title, and interest, including intellectual property rights, in the Services, including all enhancements, modifications, and updates thereto. All rights and licenses granted by ALTERITYAI to the Services under this Agreement are not, and shall not, be deemed to be rights or licenses to “intellectual property,” as such term is used and interpreted under Section 365(n) of the United States Bankruptcy Code (11 U.S.C. § 365(n)), or other applicable laws. Except for express licenses granted in this Agreement, ALTERITYAI is not granting any interest, express or implied, in or to ALTERITYAI’s intellectual property. ALTERITYAI reserves all rights in such property.
3.8. Feedback. Customer may provide ALTERITYAI with suggestions, comments, or other feedback (collectively, “Feedback”) with respect to the Services. Feedback is voluntary. ALTERITYAI is not obligated to hold any Feedback in confidence. ALTERITYAI may use Feedback for any purpose without obligation of any kind. To the extent a license is required to make use of any intellectual property in any Feedback, Customer grants ALTERITYAI an irrevocable, non-exclusive, perpetual, royalty-free license to use such Feedback in connection with ALTERITYAI’s business, including the enhancement of the Services.

Customer Obligations and Restrictions.

4.1. Connectivity. Customer is solely responsible for all telecommunication or Internet connections, and associated fees, required to access and use the Services, as well as all hardware and software. ALTERITYAI is not responsible for: (a) Customer’s access to the Internet; (b) interception or interruptions of communications through the Internet; or (c) changes or losses of data through the Internet.
4.2. User Credentials. Customer will ensure User credentials (e.g., usernames and passwords) remain confidential, and Customer and Users will not disclose any such credentials to any third party. Customer is responsible for all acts and omissions of anyone who uses such credentials (whether or not they are authorized or undertaken by Customer) unless caused by ALTERITYAI’s breach of this Agreement. In addition, Customer will notify ALTERITYAI immediately upon discovery of an unauthorized disclosure of any such credentials or upon any unauthorized access. Upon any termination of the engagement or deactivation of any User with knowledge of any such credentials, Customer will immediately change such credentials and remove access for that User. Customer may only assign Seats to Users with unique email addresses with business domain names that Customer either owns or is authorized to use by the domain name owner in accordance with this Agreement and the applicable Documentation.
4.3. Affiliates. Customer, if purchasing Seats on behalf of an Affiliate, will ensure its Affiliates comply with the terms of this Agreement. The use of the Services by the Affiliate and its Users represents acceptance of the terms of this Agreement by such Affiliate and its Users for which Customer will be jointly and severally liable with its Affiliate for any breach by the Affiliate or its Users of this Agreement. No Affiliate may directly enforce any provision of this Agreement. All actions to enforce this Agreement must be brought by Customer.
4.4. Restrictions. Customer will not, nor will Customer permit a third party to: (a) copy, reproduce, reverse engineer, disassemble, create derivative works from, decompile, or otherwise attempt to reveal the trade secrets or know-how underlying the Services; (b) use ALTERITYAI’s intellectual property or Confidential Information to develop a competitive offering or otherwise copy ALTERITYAI’s content, materials, and/or user interface for the development of similar Services; (c) remove or destroy any copyright notices, other proprietary markings, or confidentiality legends placed on or made available through the Services; (d) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein (including without limitation penetration or other such security testing); (e) access or use the Services if Customer is a direct competitor of ALTERITYAI (or a third party agent acting on behalf of such direct competitor); (f) access or use the Services for competitive analytical, benchmarking, or market research purposes; or (g) access or use the Services in any manner or for any purpose inconsistent with the terms of this Agreement or the Documentation.
4.5. Customer Content.

4.5.1. Depending on the Services purchased via a Quote, Customer may use ALTERITYAI’s Services for the hosting of its assets, content, and other materials, such as certain reports; documents; manuals; audiovisual materials; photos; videos; and audio files, to make available to Active Users on or through the ALTERITYAI’s LMS or Web Hosted Services (“Customer Content”). Customer shall retain ownership of the Customer Content. Subject to, and conditioned on, Customer’s and its Users’ compliance with the terms and conditions of this Agreement, during the applicable Term, ALTERITYAI will provide Customer and Active Users remote electronic access to the Customer Content through the Services in accordance with this Agreement. ALTERITYAI has the right to: (a) take any action with respect to Customer Content that it deems necessary or appropriate, in ALTERITYAI’s sole discretion, including if ALTERITYAI reasonably believes that such Customer Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any person, or creates potential liability for ALTERITYAI; (b) take appropriate legal action including, without limitation, referral to law enforcement related to any illegal or unauthorized Customer Content provided by Customer; or (c) terminate or suspend Customer’s access to the Services for violation of this Agreement. Customer grants ALTERITYAI, its TPPs, and each of their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose the Customer Content as necessary to make the Customer Content available to Customer and its Active Users through the Services.
4.5.2. Customer represents and warrants that: (a) Customer owns all rights in and to the Customer Content and/or has the right to grant the licenses granted herein to ALTERITYAI, its TPPs, and each of their respective licensees, successors, and assigns; and (b) all Customer Content does and will continue to comply with this Agreement; (c) all Customer Content does and will continue to comply with all applicable laws and regulations; and (d) the Customer Content does not and will not: (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that may give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement; (v) promote any illegal activity or advocate, promote, or assist in any unlawful act; (vi) intentionally create unreasonable disturbances to any other person or organization; or (vii) contain any: (A) viruses, trojan horses, worms, backdoors, or other software or hardware devices, the effect of which would permit unauthorized access to, or disable, erase, or otherwise harm any computer, systems, software, or content; or (B) time bombs, drop dead devices, or other software or hardware devices designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive ALTERITYAI, or its customers/users, of its lawful rights. In addition to Customer’s indemnification obligations contained in this Agreement, Customer will defend and indemnify ALTERITYAI and hold it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by ALTERITYAI as a result of any claim by a third party arising from ALTERITYAI’s hosting or distribution of the Customer Content as authorized under this Agreement. The procedure for indemnification will be as set forth in the Section covering Customer’s indemnification obligations.

Term and Termination.

5.1. Term. This Agreement will be effective as of the Effective Date and will remain in full force and effect until all Quote terms have expired or otherwise have been terminated (a Quote term individually, a “Term” and all Quote Terms, collectively, the “Term”).
5.2. Suspension. ALTERITYAI may, at its option, suspend Customer’s (or a User’s) use or access to the Services if: (a) Customer is in breach of the Agreement (including failure to make timely payment in accordance with Section 5.3.1); (b) ALTERITYAI believes that such use or access poses a security risk to the Services or to other customers or users of the Services; (c) it is necessary to prevent damage to, or degradation of, the Services or ALTERITYAI’s systems; (d) such use or access violates any law, regulation, court order, or other governmental request; (e) ALTERITYAI suspects fraud or abuse. ALTERITYAI will make commercially reasonable efforts to: (i) limit the suspension to the affected portion of the Services; and (ii) promptly resolve the issues causing the suspension of the Services. Nothing in this Section limits ALTERITYAI's ability to terminate the Agreement for cause as described in the Agreement.
5.3. Termination.

5.3.1. If Customer fails to pay any invoice (to either ALTERITYAI or a Channel Partner, as applicable) when due and does not make such payment within fifteen (15) days after receipt of notice from ALTERITYAI of such failure, ALTERITYAI may, in its sole discretion, either: (a) suspend delivery or performance of any Quote, or any remaining balance thereof, until such payment is made; or (b) terminate any Quote. In either event, Customer will remain liable to pay for the Services.
5.3.2. Either party may terminate the Agreement or a Quote upon a material breach of the Agreement or Quote by the other, if the breaching party does not cure the breach within thirty (30) days after receipt of written notice from the other party specifying the breach.
5.3.3. Customer may terminate this Agreement or any applicable Quote at any time and for any reason upon providing thirty (30) days’ written notice to ALTERITYAI, provided Customer will not be entitled to reimbursement or relief of its future payment obligations.
5.3.4. ALTERITYAI may terminate this Agreement or any applicable Quote at any time and for any reason upon providing thirty (30) days’ written notice to Customer, provided Customer will be entitled to a prorated refund and relief of its future payment obligations for the unused portion of the Services.

5.4. Effects of Termination.

5.4.1. In the event the Agreement or Quote is terminated by Customer without cause, or by ALTERITYAI for cause, Customer will pay for all Services ordered as of the effective date of termination of the particular Quote. In addition, if a Quote specifies a Term for which ALTERITYAI will provide Services or Professional Services to Customer (e.g., thirty-six (36) months), and that Quote is terminated by ALTERITYAI for cause (including nonpayment) or by Customer without cause, then all future, recurring fees associated with the remaining Term of such Quote will become immediately due and payable, and will be paid by Customer to ALTERITYAI upon the effective date of such termination.
5.4.2. In the event Customer terminates the Agreement or Quote for material breach in accordance with this Agreement, Customer will be issued a refund for any unusable, pre-paid Services fees for the remainder of the Term, as applicable, of the affected Services.
5.4.3. Upon any termination, Customer’s right to use and access the Services (including any Training Content and other materials provided by ALTERITYAI) will immediately cease. Customer must return or destroy all copies (original and duplicates) of such Services, in accordance with this Agreement. Upon request by ALTERITYAI, Customer must provide to ALTERITYAI a certification of destruction.
5.4.4. During an applicable Term, Customer will have the ability to download a copy of its Customer Data contained in the Services in the form and format as such Customer Data exists in the Services. Upon termination or expiration of this Agreement or the Term, ALTERITYAI and its TPPs will have the right to delete or destroy Customer Data in its possession in accordance with its then-current policies. Notwithstanding the foregoing, ALTERITYAI will be permitted to retain copies of data contained in an archive that: (a) are made in accordance with its security retention (including email retention) policy, a database backup, and/or disaster recovery procedures; or (b) are kept by ALTERITYAI for record-keeping, archival, or governance purposes in compliance with ALTERITYAI’s document retention policies. To the extent it is not commercially reasonable or technically feasible for ALTERITYAI to remove Customer Data from archive or other backup media, ALTERITYAI may retain Customer Data on such media in accordance with its retention, backup, or other disaster recovery procedures. Any such retained data will remain subject to the provisions of this Agreement for so long as it is retained.
5.4.5. The exercise of the right to terminate this Agreement and any Quote will be in addition to any other rights or remedies provided in this Agreement, or existing at law or equity, that are not otherwise excluded or limited under this Agreement.

Confidentiality.

6.1. Confidential Information. During the Term, each party may disclose to the other certain Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party of this Agreement; (b) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was acquired from a third party without any breach of any obligation of confidentiality; or (d) was independently developed by a party hereto without reference to Confidential Information of the other party.
6.2. Protection of Confidential Information. Except as expressly provided in this Agreement, the Receiving Party will not use or disclose any Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except disclosure to, and subsequent uses by: (a) the Receiving Party’s Representatives on a need-to-know basis, provided that such Representatives have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the Receiving Party’s obligations under this Section; and/or (b) as required pursuant to a subpoena or other similar order of any court or government agency provided, however, that the party receiving such subpoena or order will promptly inform the other party in writing and provide a copy thereof (unless notice is precluded by the applicable process), and will only disclose that Confidential Information as necessary to comply with such subpoena or order. Subject to the foregoing nondisclosure and non-use obligations, the Receiving Party will use at least the same degree of care and precaution that it uses to protect the confidentiality of its own Confidential Information and trade secrets of similar nature, but in no event less than reasonable care. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the Disclosing Party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity, or otherwise, the Disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. The term “Representatives” means with respect to a party, that party’s and its Affiliates’ respective Active Users, officers, directors, partners, shareholders, consultants, agents, independent contractors, service providers, attorneys, accountants, lenders, and advisors and, with respect to ALTERITYAI, ALTERITYAI’s subcontractors, as may be applicable.
6.3. Return and Destruction of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either party to the other party, and all summaries, copies, descriptions, excerpts, or extracts thereof that are in the possession of the other party will be, and remain, the property of the Disclosing Party and will be promptly returned to the Disclosing Party. The Receiving Party will use reasonable efforts to promptly delete or destroy all summaries, copies, descriptions, excerpts, or extracts thereof in its possession upon the Disclosing Party's written request. The Receiving Party will have no obligation to delete or destroy copies that: (a) are contained in an archived computer system backup that were made in accordance with such party’s security, retention, and/or disaster recovery procedures; or (b) are kept by a party for record-keeping, archival, or governance purposes in compliance with such party’s document retention policies. Any such retained Confidential Information will remain subject to the terms and conditions of this Agreement for so long as it is retained. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party will continue to be bound by its confidentiality and other obligations hereunder in accordance with the terms of this Agreement. At the Disclosing Party’s option, the Receiving Party will provide written certification of its compliance with this Section.

Data Protection and Security.

7.1. Customer Data. Customer grants ALTERITYAI a non-exclusive, world-wide, royalty-free license to use Customer Data: (a) in accordance with this Agreement; (b) in accordance with the Customer Data Processing Addendum; (c) for the provision of the Services including any Professional Services and Support Services; and/or (d) as may be required by law.
7.2. Data Security & Data Protection. ALTERITYAI uses industry standard administrative, physical, and technical safeguards that are designed to provide for the protection of the security, confidentiality, and integrity of Customer Data as provided on ALTERITYAI’s Security Page. The Processing of Customer Data in connection with Customer’s use of the Services is subject ALTERITYAI policies. By using the Services, Customer acknowledges that Customer Data will be Processed in accordance with both the policies and this Agreement and may be Processed in a country where it was collected, as well as in countries where privacy laws may differ, provided ALTERITYAI ensures compliance with applicable data protection laws. To the extent Customer provides Personal Data or other information belonging to a third party, Customer represents and warrants that it has that person’s, or organization’s, or other such third party’s proper consent, or otherwise proper authorization, to do so.
7.3. Payment Card Information. ALTERITYAI does not need, nor does ALTERITYAI request payment card information covered by the Payment Card Industry Data Security Standards (“PCI DSS”) in order to provide ALTERITYAI’s Services. Customer should never disclose, nor allow to be disclosed, information governed by PCI DSS. Customer acknowledges that ALTERITYAI does not take steps to ensure ALTERITYAI’s Services are compliant with PCI DSS or equivalent laws and regulations. All obligations with respect to PCI DSS compliance remain solely with Customer.

Compliance.

8.1. Anti-Bribery & Corruption. Customer will not: (a) make any unlawful payments to any government official or employee; (b) make any unlawful payment to any person or unlawfully provide anything of value (whether as property, Services, or in any other form) to any person for the purpose of obtaining an improper business advantage; or (c) agree, commit, or otherwise offer to undertake any of the foregoing actions in connection with this Agreement or any related activities.
8.2. International Trade Compliance. The sale, resale, or other disposition of Services and any related technology or documentation are subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. and other applicable governments. Because these laws may have extraterritorial effect, Customer will comply with all such measures where applicable, including, without limitation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. §§ 2401–2420) and the Export Administration Regulations, 15 C.F.R. §§ 730–774 (“EAR”); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (c) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), 31 C.F.R. §§ 500, et seq., and the U.S. Department of State; and (d) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. Customer understands and acknowledges that it is solely responsible for complying with such laws whenever applicable. Customer further understands and acknowledges that it will not directly or indirectly export, import, sell, disclose, or otherwise transfer any Services to any country or party subject to such restrictions, and that it is solely responsible for obtaining any license(s) to export, re-export, or import the Services that may be required. With these restrictions in mind, Customer agrees it will not provide, sell, ship, or otherwise transfer any ALTERITYAI Services, technology, or technical data of any kind to any of the following:

parties targeted for boycotts, embargoes, sanctions, or other similar measures by the United Nations Security Council;
parties appearing on the European Union’s Consolidated Sanctions List or the United Kingdom’s List of Consolidated Financial Sanctions Targets;
parties appearing on the Denied Persons List, Entity List, or Unverified List administered by the U.S. Commerce Department;
parties appearing on the sanctions lists administered by OFAC or the U.S. State Department;
countries or regions subject to U.S., EU or UK and other applicable jurisdictions embargoes or sanctions; or
parties that are, directly or indirectly, at least 50 percent owned or controlled by parties subject to sanctions programs administered by the U.S. OFAC, the UK or EU, and other applicable jurisdictions, whether individually or in the aggregate.

Customer confirms that it is not subject to, owned by, nor otherwise controlled by parties that are subject to any of the restrictive trade measures discussed above. In the event that Customer becomes subject to any of these restrictive trade measures, Customer will immediately provide written notice to ALTERITYAI. Customer additionally agrees to abide by any territory restrictions implemented by ALTERITYAI. This Section shall survive the expiration or termination of this Agreement. ALTERITYAI reserves the right to terminate this Agreement immediately in the event Customer becomes a sanctioned party, and Customer may not be entitled to any refunds for any prepaid, unused Services.

8.3. Anti-Money Laundering. Customer represents and warrants that all payments will be made by its legal entity as identified in the Quote or this Agreement (or by its Affiliates) entering into this Agreement and that Customer will not misrepresent or attempt to conceal the identity of the party paying or any recipient(s) of the Services.
8.4. Background Checks. In accordance with ALTERITYAI’s background check policy for its U.S. entity, and to the extent allowed by applicable laws, ALTERITYAI has not knowingly employed any persons who, in the past seven (7) years, have been convicted of an offense involving violence, theft, fraud, money laundering, sex crimes, or other offenses that pose an unacceptable level of risk, given the scope of the applicable employment position and ALTERITYAI’s business needs.
8.5. ALTERITYAI reserves the right to exercise suspension or terminate this Agreement in the instance Customer is acting, or has acted, in a manner that violates applicable law or if continuing the business relationship could violate any laws or regulations.

Warranties and Disclaimers.

9.1. Service Warranties. The Services will materially conform to the then-current applicable Documentation, and during the applicable Term, ALTERITYAI will not materially decrease the overall functionality of the Services. Customer must promptly notify ALTERITYAI of any breach of this warranty. Customer’s sole and exclusive remedy, and ALTERITYAI’s sole and exclusive liability, for a breach of the foregoing warranty will be for ALTERITYAI to provide Support Services to repair or replace the relevant Service within thirty (30) days of such notice of non-conformity. If ALTERITYAI is unable to remedy such non-conformity within such period to cure, Customer will be entitled to terminate the relevant Quote and will be issued a refund for any pre-paid Services fees for the unusable portion of the Services from the date of ALTERITYAI’s receipt of adequate notice of an actual non-conformity. ALTERITYAI will not be responsible for any breach of the foregoing warranty resulting from Customer’s abuse or misuse of the Services or failure to use the Services as described in this Agreement, including failure to use the Services in accordance with its operational requirements described in the Documentation, and provided that Customer will not be entitled to any refund or relief of payment obligations if Customer is also in breach of the Agreement at the time of such termination. Customer is required to sufficiently detail the non-conformity in a manner that allows ALTERITYAI to properly assist with the remediation. ALTERITYAI will not be responsible for delays in remediation caused by Customer’s failure to respond to requests by ALTERITYAI. Customer understands that the Services will only operate in accordance with ALTERITYAI’s Documentation, and it is Customer’s responsibility to ensure that the Services will be fit for its purposes and to ensure that the Services will be supported by Customer’s technology and organizational environment.
9.2. Professional Service Warranties. ALTERITYAI warrants that ALTERITYAI will provide the Professional Services in a professional, workmanlike manner consistent with this Agreement. Customer must notify ALTERITYAI of any breach of this warranty within thirty (30) days of discovery of the breach. Customer’s sole and exclusive remedy, and ALTERITYAI’s sole and exclusive liability, for a breach of the foregoing warranty will be for ALTERITYAI, in its sole discretion, either to use reasonable efforts to re-perform the Professional Services or to terminate the relevant Quote or SOW and issue a refund for the portion of pre-paid Professional Services fees for the non-conforming Services.
9.3. Compliance Warranties. Each party warrants that it has validly entered into this Agreement and any associated Quote and will comply with all laws and regulations applicable to its provision or use of the Services.
9.4. Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION 9: (A) THE Services ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND; AND (B) ALTERITYAI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ALTERITYAI DOES NOT WARRANT THAT THE OPERATION OF THE Services WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE Services WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING, OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY ALTERITYAI OR ALTERITYAI’S AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT TRAINING CONTENT IS FOR GENERAL INFORMATION PURPOSES ONLY AND THAT ALTERITYAI IS NOT A LAW FIRM, NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY Services. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE Services MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL Services AND COMPANY NAMES ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR DISPLAY OF THE TRADEMARKS DOES NOT IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, OR ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND ALTERITYAI. THE Services MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALTERITYAI AND ITS TPPS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO, AND DAMAGE, CUSTOMER DATA, WEBSITES, COMPUTERS, OR NETWORKS. ALTERITYAI WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER, EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS ACTIONS USING FEATURES OR COMPONENTS OF THE Services THAT INTEGRATE WITH CUSTOMER’S INFORMATION TECHNOLOGY SYSTEMS AND ACKNOWLEDGES THAT ALTERITYAI IS NOT RESPONSIBLE FOR: (A) CUSTOMER’S ACTIONS WITHIN ITS SYSTEMS USING SUCH FEATURES OR COMPONENTS; (B) FOR CUSTOMER’S BACKUPS OF ITS INFORMATION TECHNOLOGY SYSTEMS; AND/OR (C) CUSTOMER’S COMPLIANCE WITH APPLICABLE LAW (WHICH MAY INCLUDE SIMULATED CYBER SECURITY ATTACKS FOR TRAINING PURPOSES), OR FOR ACTIVE USERS USE OF, OR RESPONSE TO, PROMPTS PROVIDED BY THE Services.

Indemnification.

10.1. ALTERITYAI Indemnity Obligations. ALTERITYAI will defend and indemnify Customer from and against any claims filed against Customer arising from a third party that allege Customer’s authorized use of the Services directly infringe that third party’s valid U.S. patent, copyright, or trade secret rights. ALTERITYAI agrees to pay any amounts finally awarded by a court of law or pursuant to a settlement in respect of such third-party claim (including, but not limited to, reasonable attorneys’ fees).

10.1.1. Standard Exclusions. Notwithstanding the foregoing, ALTERITYAI will have no obligation with respect to any claim of infringement to the extent it is based upon or arises out of Customer’s (including its Representatives): (a) use or combination of the Services with any third-party intellectual property not authorized by ALTERITYAI; (b) modification or alteration of the Services by Customer, or Customer’s Representatives, not authorized by ALTERITYAI or the Documentation; (c) use of the Services in excess of the permissible uses in the Agreement or the Documentation; (d) specifications or other intellectual property provided by Customer; or (e) failure to implement updates, modifications, or replacements issued by ALTERITYAI to the Services (collectively, the “Excluded Claims”).
10.1.2. Process. The foregoing indemnification obligation of ALTERITYAI is contingent upon Customer promptly notifying ALTERITYAI in writing of such claim (provided the failure or delay in doing so will not relieve ALTERITYAI from any obligations to indemnify Customer except to the extent that such delay or failure materially prejudices the defense of such claim), permitting ALTERITYAI sole authority to control the defense or settlement of such claim and providing ALTERITYAI reasonable assistance (at ALTERITYAI’s sole expense) in connection therewith.
10.1.3. Remedies. If a claim of infringement under this Section occurs, or if ALTERITYAI determines a claim is likely to occur, ALTERITYAI will have the right, in its sole discretion, to either: (a) procure for Customer the right or license to continue to use the Services free of the infringement claim; or (b) modify the Services to make them non-infringing, without loss of material functionality. If neither of these remedies is reasonably available to ALTERITYAI, ALTERITYAI may, in its sole discretion, immediately terminate this Agreement and related Quote and provide a prorated refund for any prepaid Services fees for the unusable portion of the Services for the remainder of the applicable Term. The provisions of this Section state the sole and exclusive obligations and liability of ALTERITYAI and its licensors and suppliers for any claim of intellectual property infringement arising out of or relating to the Services or this Agreement, and are in lieu of any implied warranties of non-infringement, all of which are expressly disclaimed.

10.2. Customer Indemnity Obligations. Customer will defend and indemnify ALTERITYAI from and against any third-party claims as a result of any claim by a third party arising from: (a) Customer’s use of the Services in breach of this Agreement; (b) ALTERITYAI’s authorized use of the Customer Data; or (c) the Excluded Claims. Customer agrees to pay any amounts finally awarded by a court of law or pursuant to a settlement in respect of such third party claim (including, but not limited to, reasonable attorneys’ fees). The foregoing indemnification obligation of Customer is contingent upon ALTERITYAI promptly notifying Customer in writing of such claim (provided the failure or delay in doing so will not relieve Customer from any obligations to indemnify ALTERITYAI except to the extent that such delay or failure materially prejudices the defense of such claim), permitting Customer sole authority to control the defense or settlement of such claim, provided that Customer may not settle any such claim unless it unconditionally releases ALTERITYAI of all liability, and providing Customer reasonable assistance (at Customer’s sole expense) in connection therewith.

Limitations of Liability.

11.1. NEITHER ALTERITYAI NOR ITS THIRD PARTY PROVIDERS OR LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM, OR ARISING OUT OF, THIS AGREEMENT, THE Services, ANY PROFESSIONAL Services, OR ANY Support Services RENDERED HEREUNDER. THE TOTAL LIABILITY OF ALTERITYAI AND ITS TPPs TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE Services, ANY PROFESSIONAL Services, AND ANY Support Services RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER FOR THE Services, ANY PROFESSIONAL Services, AND ANY Support Services AS TO WHICH THE LIABILITY RELATES, IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO LIABILITY. BOTH PARTIES SPECIFICALLY ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND THE EXCLUSION OF CERTAIN LOSSES OR DAMAGES STATED IN THIS SECTION REPRESENT THE AGREED, BARGAINED-FOR UNDERSTANDING OF THE PARTIES AND ARE REFLECTED IN THE APPLICABLE SERVICES FEES. THE LIMITATION OF LIABILITY AND TYPES OF LOSSES OR DAMAGES STATED IN THIS AGREEMENT ARE INTENDED BY THE PARTIES TO APPLY, REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

Improper Use of Content or Data; Right to Injunctive Relief.

Customer acknowledges its responsibilities under Section 4.2 and 4.6, and notwithstanding, otherwise expressly represents without reservation that Customer, its employees, affiliates, contractors, associates, consultants, and other prospective partners will make no attempt, nor take any action whatsoever to copy, replicate, reengineer, market, sell, offer, or otherwise make available content or services that materially resemble the ALTERITYAI content and/or services. In the event of a breach or a reasonably anticipated breach of this Section, ALTERITYAI shall have the right to immediately suspend all services provided or to be provided under this Agreement without liability of any kind. In addition, Customer acknowledges and agrees that a breach of the limitations set forth in this Section would cause irreparable harm and damage to ALTERITYAI for which economic remedies would not fully address. Accordingly, addition to its right to the full measure of damages available at law or equity, in the event of a breach or an anticipated breach of the limitations set forth in this Section, ALTERITYAI shall have the right to obtain equitable relief, including both remedial and preventative injunctive relief, on an ex parte basis (as necessary) and without the need to post a bond in any court with jurisdiction. For the purposes of this Section, the parties agree that the courts of the District of Columbia shall have jurisdiction to hear claims for equitable and injunctive relief and to issue such relief against Customer and/or any other involved party.

Miscellaneous Provisions.

13.1. Freedom of Information; Government Public Disclosure Requests. The purpose of the relationship between ALTERITYAI and Customer is for Customer to purchase a to the Services that contain software, content, and information related to artificial intelligence, internet security awareness training, IT risk management, regulatory compliance, simulation of security attacks, vulnerability assessments, and other service and service offerings. The Services, and any Confidential Information disclosed, are proprietary to ALTERITYAI and are an important business asset of ALTERITYAI (the “Proprietary Information”). The Proprietary Information consists of protected financial data, trade secrets, and commercially valuable information that, if disclosed, would harm the competitive position of ALTERITYAI. In the event of a statutory public disclosure request for release of ALTERITYAI’s Proprietary Information, Customer will ensure that its response to such request will be limited to the minimum necessary, based upon the opinion of counsel. Customer will promptly, but no later than five (5) business days after receiving such request, forward the request to ALTERITYAI. Customer will not release any Proprietary Information except pursuant to written instructions by ALTERITYAI or a final un-appealable court order.
13.2. U.S. Government Procurement. This Section shall only apply to U.S. government customers. The Services are made commercially available and are deemed to be commercial items, commercial computer software, commercial computer software documentation, and/or commercially available technical data pursuant to the applicable sections of the DFAR and the FAR. If acquired by, or on behalf of, the Department of Defense or any component thereof, the U.S. Government acquires the Services pursuant to DFAR 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation and DFAR 252.227-7015, Technical Data – Commercial Items, subject to the terms of this Agreement. If acquired by or on behalf of any civilian agency, the U.S. Government acquires the Services pursuant to FAR 12.212, Software and/or commercially available technical data as defined in FAR 12.211, Technical Data, and such acquisition is subject to this Agreement, as required by FAR 52.227-19, Commercial Computer Licensed Software - Restricted Rights. Customer acknowledges that ALTERITYAI’s Services and intellectual property are and were developed solely by ALTERITYAI and its TPPs, and each of their respective licensees, successors, and assigns, at ALTERITYAI’s expense for ALTERITYAI’s commercial use. The use of ALTERITYAI’s Services and intellectual property by the U.S. government is governed solely by, and in accordance with, this Agreement.
13.3. Independent Contractor. ALTERITYAI, its personnel, agents, subcontractors, and independent contractors are not employees or agents of Customer and are acting as independent contractors with respect to Customer. Neither party is, nor will be, considered to be an agent; distributor; partner; joint venture; or representative of the other party for any purpose, and neither party will have the authority to act on behalf of, or in the name of, or to bind, the other party in any manner whatsoever under this agreement.
13.4. Force Majeure. Neither party to this Agreement will be liable for delays or failures in performance under this Agreement (other than for payment obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, including acts of war, terrorism, acts of God, natural disasters (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), embargos, riots, sabotage, governmental acts, failure of the Internet, power failures, energy interruptions or shortages, other utility interruptions, or telecommunications interruptions, provided that the delayed party: (a) gives the other party notice of such cause without undue delay; and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
13.5. Governing Law; Venue. This agreement shall be governed by the laws of the District of Columbia, USA, which shall be the default jurisdiction and venue for disputes arising from this agreement unless otherwise determined by ALTERITYAI in its sole discretion as necessary for the defense of its intellectual property and rights. All proceedings are to be conducted in English. The United Nations Convention for the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods (UNCITRAL) will not apply to this Agreement.
13.6. Entire Agreement; Construction; Modifications; Severability; Survivability; No Waiver. This Agreement, including any and all exhibits attached hereto, constitutes the entire understanding between the parties related to this Agreement which supersedes and merges all prior understandings and all other proposals, letters, agreements, whether oral or written. The terms of any separate non-disclosure agreement shall not apply to the parties’ relationship under this Agreement or to delivery or use of the Services. The parties further agree that there are no other inducements, warranties, representations, or agreements regarding the matters herein between the parties except as expressly set forth in this Agreement. In the event of any conflict between the body of this Agreement and any Quote, or additional agreements entered into by the parties, the body of this Agreement will control, unless otherwise expressly stated in a signed writing by authorized Representatives of the parties. In the event that the Customer or Users are presented with ALTERITYAI click-wrap, the contents of this Agreement will supersede any conflicting terms. As used herein, the term “including” will mean “including, without limitation”; the term “includes” as used herein will mean “includes, without limitation”; and terms appearing in the singular will include the plural, and terms appearing in the plural will include the singular. This Agreement may not be modified, amended, or altered in any manner except by a written agreement signed by authorized Representatives of the parties, and any attempt at oral modification will be void and of no effect. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be applied to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will remain in full force and effect. All provisions of this Agreement relating to confidentiality, non-disclosure, intellectual property, disclaimers, limitation of liability, indemnification, payment, and any other provisions which must survive in order to give effect to their meaning will survive the termination of this Agreement. No failure or delay in exercising any right under this Agreement shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. ALTERITYAI SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A CUSTOMER-PROVIDED PURCHASE ORDER OR SIMILAR DOCUMENT. IF A PURCHASE ORDER IS REQUIRED BY CUSTOMER, THE PARTIES AGREE THAT ANY ADDITIONAL TERMS CONTAINED THEREIN WILL NOT BECOME PART OF THE AGREEMENT BETWEEN THE PARTIES AND, SPECIFICALLY, THAT THE TERMS OF THIS AGREEMENT WILL SUPERSEDE AND REPLACE ANY AND ALL TERMS IN ANY PURCHASE ORDER.
13.7. Headings; Counterparts; Electronic Signatures. The headings contained in this Agreement are for purposes of convenience, only, and will not affect the meaning or interpretation of this Agreement. This Agreement may be executed in two or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that the electronic signature of a party to this Agreement will be as valid as an original signature of such party and will be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) will be deemed: (a) to be “written” or “in writing”; (b) to have been signed; and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation, or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent via the internet as a “.pdf” (portable document format) or other replicating image attached to an email message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.
13.8. Assignment. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole but not in part, without the other party’s permission, to an Affiliate (provided previously purchased licenses, access rights, and Seats for the Services will not be assignable or transferable without written consent from ALTERITYAI) or in connection with any merger, consolidation, sale of all or substantially all of such assigning party’s assets, or any other similar transaction, provided, that the assignee: (a) is not a direct competitor of the non-assigning party; (b) is capable of fully performing the obligations under this Agreement; and (c) agrees to be bound by the provisions of this Agreement.
13.9. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the third business day after mailing, or (c) the day of sending by email. All notices from Customer pertaining to contractual or legal matters (i.e. breach of contract, termination, indemnifiable claims, etc.) must clearly be identified and marked as Legal Notices to the address listed below. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant account administrator designated by Customer.

Notice address for ALTERITYAI:
ALTERITYAI, LLC
c/o TLG
5335 Wisconsin Avenue
Suite 440
Washington, DC U.S.A. 20015