Gerneral Terms and Conditions

General Terms and Conditions

1. Overview 
 
These General Terms and Conditions ("Ts & Cs") are entered into between AlignOps, LLC, a Colorado limited liability company (“AlignOps”, "we", "us", or "our") and any person, firm or entity agreeing to the Ts & Cs ("Subscriber" or "you"). These Ts & Cs must be executed with at least one Service Addendum and may include at least one Order Agreement. The Ts & Cs together with all Order Agreements and Service Addenda are referred to as the "Agreement." The Agreement is effective as of the date you agree to this Agreement (“Effective Date”), and each subsequent Order Agreement, if applicable, is effective as of the date you sign such Order Agreement. AlignOps and the Subscriber are sometimes referred to in these Ts & Cs individually as a "Party" and collectively as the "Parties.” 

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE BINDING ARBITRATION TERMS SET FORTH IN SECTION 22(l) BELOW. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE ANY SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU SIGNING UP TO ANY SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
 
2.Definitions 
 
As used in this Agreement, the following terms have the meanings set forth below.  Other defined terms have the meanings stated elsewhere in these Ts & Cs or in any related Order Agreement(s).  Any conflict between a definition appearing in these Ts & Cs and a meaning ascribed to such term in a related Order Agreement(s) shall be resolved by reference to the Order Agreement(s).  

1. "AlignOps Technology" means all of AlignOps’ proprietary technology (including software, Hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), including that made available to you by us in providing the Service, and including any of our Intellectual Property Rights therein.
2. "Confidential Information" means all Subscriber Data and other information, data or documents of a Party (including physical or digital forms of such information, data or documents) that is confidential, proprietary or sensitive in nature, including, but not limited to, all items embodying Intellectual Property Rights, Content, checklists, computer programs, computer code (including object and source code), algorithms, know-how, formulas, forms, processes, ideas, inventions (whether patentable or not), schematics, forms or other technical, business, financial documents or product development plans, forecasts, strategies and/or information that is marked as proprietary or confidential or that is identified as confidential at the time of disclosure if disclosed verbally, or which the receiving party should reasonably understand is proprietary or confidential. In addition to the foregoing, Confidential Information includes, but is not limited to third party software, if any, that may be provided to you under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information does not include information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to Confidential Information; or (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party.
3. "Content" means the audio and visual information, checklists, documents, software, products and services contained or made available to you by us while using a Service.
4. "Hardware" refers to physical devices provided by AlignOps to the Subscriber.
5. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
6. "Law" means any local, state, national and foreign law, statute, regulation, order or rule of any government, governmental agency, court, arbitration panel or tribunal that has jurisdiction over and is therefore applicable to the Parties to this Agreement.
7. "Order Agreement(s)" means the form evidencing the initial subscription for a Service and any subsequent Order Agreements submitted online or in written form.
8. "Scheduled Maintenance Window" refers to periods where we may impact the Services to upgrade systems or improve performance.
9. "Services" means the generally available software-as-a-service offering hosted by or on behalf of AlignOps, including associated AlignOps Technology made available through offline or mobile means (such as mobile applications or Hardware), and any professional or consulting services ordered by or for Subscriber as may be set forth in an Order Agreement.
10. "Service Addendum" means an addendum that supplements these Ts & Cs and provides additional terms and conditions applicable to certain Services. A Service Addendum may support one more applicable Order Agreements for the Services governed by the Service Addendum.
11. "Subscriber Data" means any data, information or material provided or submitted by you to a Service while using that Service.
12. "Term" means the entire time period during which you subscribe to or utilize a Service pursuant to an Order Agreement or other applicable order mechanism.
13. "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized by us to use the Service and have been supplied user identifications and passwords by you (or by us at your request).

3.  License Grant & Restrictions  

1. Subject to the terms of the Agreement, you (and any of your Users, as applicable) are granted a limited, non-sublicensable, non-exclusive, and non-transferable right to access the Service described in the applicable Order Agreement or the Service itself for the Term stated in the relevant Order Agreement or in the Service, solely for your own internal business purposes, and to the extent all applicable fees have been paid. We reserve the right to audit your usage of Services and to remove your access to the Services beyond the Services you have Purchased. Access to the Services is licensed, not sold. All rights not expressly granted to you are reserved by us and our licensors. 

    

2. Except as specifically approved by us in writing in advance, you shall not, and shall not attempt to (and shall not authorize or allow Users or any third party to attempt to): (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content; (iv) reverse engineer, decompile, disassemble, or decipher the Service for any reason, or (v) access the Service in order to, (1) build a competitive product or service, (2) build a product based on, incorporating or using similar ideas, features, functions or graphics as those of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose or allow the Service to be used by any of our competitors.
3. You may not, and shall not attempt to (and shall not authorize or allow Users or any third party to attempt to) use the Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable Law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party intellectual property or privacy rights; (iii) send or store material, data, or computer code in, to, or through our systems containing software viruses, worms, Trojan horses, tracking software or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; (vi) use the Services in an unsupported country or in violation of Section 20(a); (vii) access, tamper with, or use non-public areas of the Service; or (viii) violate any Law.
4. Certain versions of the Service may offer integration capabilities via an application programming interface (API) or other technologies. We reserve the right to limit the rate of calls to the API, and the total number of API calls in each period to a rate and number that we deem commercially reasonable.
5. We reserve the right to update or upgrade portions of all or part of the Service at any time, including updating the firmware of Hardware, with or without notice to you, and you consent to such updates or upgrades.

4. Your Responsibilities 

1. You are responsible for all activity occurring under your User accounts and shall abide by, and require all Users to abide by, this Agreement (including the terms of any applicable Order Agreement) and all applicable Laws in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.  You must: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security that may impact the Services or our systems; (ii) report to us immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by any of your Users; (iii) not impersonate another AlignOps user or provide false identity information to gain access to or use the Service; (iv) revoke a User's access to the Services within 24 hours of termination of their employment; (v) maintain up-to-date operating system patching and active anti-malware on devices used to connect to the Services or to connect the Services to your environment; and (vi) be solely responsible for configuring the Services in a manner that conforms with Laws and your policies.  These obligations apply to all Users that you authorize to access the Service. 
2. Should your Agreement with AlignOps include Hardware, you are responsible for notifying AlignOps of any Hardware failures. The Hardware replacement policy is specific to each of the Services and is specified in the relevant Service Addendum. However, in all cases where a Hardware return is required, an RMA must be obtained from AlignOps Support (https://alignops.com/customers/support-customer-services) and the Hardware should be shipped to: AlignOps, 8910 Purdue Road, #110, Indianapolis, IN 46268.

5. Subscriber Data

1. As between you and us, you have and shall retain sole and exclusive title and ownership of all Subscriber Data and all Intellectual Property Rights therein.  You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership and rights to use all Subscriber Data and for your provision of Subscriber Data to us in connection with your use of the Services, and we are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data caused by you or any of your Users. Subscriber Data does not include Usage Data (as defined below) or data, information or materials we lawfully obtained from third parties. “Usage Data” means information and data relating to the manner in which you use the Services. 
2. You agree that as between you and AlignOps, you are the party that captures, enrolls, or otherwise collects the biometric information processed in connection with the Agreement, and you represent, warrant, and certify that you comply, and will comply, with all laws, rules, regulations, and orders applicable to the processing of such information under the Agreement, including all applicable biometric and privacy laws and regulations. You represent, warrant, and certify that you will provide all required notices and obtain all required consent(s) and/or written release(s) from any individuals from whom biometric information is collected in connection with your use of the Services. In the event AlignOps provides any such notices or collects any such consents on your behalf in connection with the Services, you agree that AlignOps only does so as a convenience to you. Further, to the extent AlignOps provides you with any sample notice, consent language, or policy to utilize in connection with your use of the Services, you agree that AlignOps does so only as a convenience to you, such samples shall not constitute legal advice, and you are solely responsible for the content of any such language used in connection with the Services. Further, you agree to fully and finally release AlignOps from any and all claims directly or indirectly related to AlignOps’ provision of notices on your behalf, collection of consents on your behalf, or provision of sample notice, consent language, or policies. You agree to indemnify and hold AlignOps harmless from and against any and all third-party claims, demands, actions, threatened actions, governmental enforcement proceedings, costs (including reasonable attorneys’ fees) liabilities, fines, penalties, and other loss arising or resulting from your breach or alleged breach of the warranties in this Section. Any such indemnification obligations shall be in accordance with the procedures set forth in Section 16(e). For the purpose of this Section, “biometric information” means information defined as biometric information under applicable laws, including without limitation, a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry. 
3. By entering into this Agreement, you are granting us a non-exclusive, royalty-free, transferable license to use, collect, process, store, disclose, copy, display, and distribute Subscriber Data to: (i) provide, operate, and support the Services under this Agreement; (ii) monitor your use of the Services for security and other internal business purposes; and (iii) enforce the terms of this Agreement.  

6. Data Privacy and Security 

In the event that we receive or have access to Your Personal Data (as defined in the Data Processing Agreement) during the course of providing Services to you, each Party will comply with the Data Processing Agreement set forth at http://www.alignops.com/dpa

7. Confidential Information

1. Each party shall maintain the confidentiality of all Confidential Information of the other Party during the Term of this Agreement and for a period of five (5) years after this Agreement has terminated, using such means as would a prudent person protecting the confidentiality of sensitive, valuable information that is critical to that person's business and commercial interests, including limiting access to Confidential Information to only those people as are necessary to carry on the Party’s business. A Party must notify the other in writing as soon as possible if such Party suspects any breach of confidentiality with respect to the Confidential Information of the other such Party is required to protect. 
2. Subscriber agrees not to use, or allow any third party to use, any Confidential Information to aid in the development or marketing of any product similar to or competitive with the Service.  Notwithstanding anything in this Agreement to the contrary, each Party may freely use any feedback, suggestions or ideas which the other Party provides to improve such Party’s products and services.
3. The obligations of non-disclosure set forth above shall not apply to the extent that a Party is legally required to produce Confidential Information pursuant to a subpoena or other legal process or order of a court of competent jurisdiction, provided that such Party, to the extent legally permitted, provides prompt written notice to the other Party of such process or order and produces only that portion of the applicable Confidential Information legally required under such process or order after the other Party has had an opportunity to challenge such process or order.
4. Upon termination or expiration of the Agreement, or upon written request from the disclosing Party, the receiving Party shall return to the disclosing Party all Confidential Information in the receiving Party’s possession or control, and all copies thereof, or, at the disclosing Party’s option, certify its permanent, secure destruction in writing.

8. Scheduled Maintenance Windows 

We reserve the right to perform regular maintenance and upgrade tasks during scheduled maintenance windows (a "Scheduled Maintenance Window"). Normal Scheduled Maintenance Windows do not usually affect availability of the Service, however in some circumstances the Service may not be available, and in such case, we will notify you, such as by posting a notice on our websites or on the interface by which you and your Users access the Service.

9. Unplanned Service Interruptions 

In the event of an unplanned event that impacts the availability or performance of a Service, we will use commercially reasonable efforts to restore the Service to operability as quickly as possible and provide notice, such as by posting of a notice on our website or on the interface by which you and your Users access the Service. Should any unplanned interruption of service be expected to be of significant duration, we will notify Users of the event and anticipated resolution time, including periodic updates as are reasonable and appropriate.

10. Intellectual Property Ownership 

1. We alone (and/or our licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the AlignOps Technology, Content, Services, Usage Data, and any suggestions, ideas, enhancement requests, feedback or other information provided by you or any other party relating to a Service. You acknowledge that the Services are protected by patent, copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You and your Users hereby convey and transfer to us, and we accept, all rights in and to such suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your Users relating to the Service in consideration of the rights granted to you in this Agreement. No ownership rights are being conveyed to you under this Agreement. Except for the express rights granted herein, we do not grant any other licenses or access rights, whether express or implied, to any other of our AlignOps Technology Intellectual Property Rights. 
2. The AlignOps name, AlignOps logo, and the product names associated with the Services are our trademarks.  Other than as expressly stated in this Agreement, neither of us may use the other Party's marks, codes, drawings or specifications or any other intellectual property without the prior written permission of the other Party. 
3. If the Services include use or delivery of Hardware to Subscriber, ownership of and title to Hardware remain with AlignOps and you shall have no right, title or interest therein or thereto. You will keep the Hardware free and clear of all levies, liens, and encumbrances.

11. Third-Party Interactions 

During use of a Service, you may engage in correspondence with, purchase goods and/or services from, or participate in promotions of third-party advertisers or sponsors showing their goods and/or services through the Service. All activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party. We and our licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through the Service and provide these links to you only as a matter of convenience, and in no event shall we or our licensors be responsible for any content, products, or other materials on or available from such sites.

12. Charges and Payment of Fees; Renewal

1. Fees. We employ different fee models for the Services we offer. The specific fee models are described in the applicable Service Addendum, within the Service itself, or on our website related to the Service.
2. Billing and Payment. Unless otherwise noted in a Service Addendum, the applicable Order Agreement, or upon your registration for Services, we charge for, and you agree to pay, all amounts due net 30 days in advance of AlignOps providing you Services, or shipping Hardware to you, as applicable. Applicable fees are due whether or not you intend to fully use or actually do fully use the entire capacity of Services ordered. We will invoice you using the billing contact information set forth in the applicable Order Agreement or as you provide in the Service, or we will charge the credit card you provide when ordering Services, as applicable. If you provide credit card information to us, you authorize us to charge such credit card for all Services purchased in any Term, including Renewal Terms (defined below).  All payment obligations are non-cancelable, all amounts paid are nonrefundable, and quantities purchased in an Order Agreement, via the Service itself, or otherwise cannot be decreased during the relevant Term. Should an Order Agreement include multiple payments due during the Term, you agree to pay the associated fees as set forth in the Order Agreement. Unless we in our discretion determine otherwise, you will be billed and shall pay in U.S. dollars. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If you issue a purchase order to us, then any such purchase order you submit at any time is for your internal purposes only and is of no effect. If we agree to a purchase order in our sole discretion, this Agreement controls to the extent of any conflict between the terms of the purchase order and this Agreement.
3. Usage-Based Fee Adjustments. We reserve the right to require additional payment for usage of any Services exceeding permitted or purchased usage, licenses, or quantities as set forth in an Order Agreement(s) or as allowed by the level of Service for which you subscribed (“Additional Fees”). In such case, we will provide you with 30 days written notice that you owe and we intend to invoice for Additional Fees for such additional usage. Any Additional Fees will be prorated as applicable. If you cure the excess(es) prior to the end of the 30 day notice and resume usage of the Service in full compliance with the applicable Order Agreement(s), no additional fees will be due. All pricing terms are Confidential Information, and you agree not to disclose them to any third party, except as required by applicable Law. 
4. Renewal. Unless either party gives the other written notice at least sixty (60) days prior to the expiration date of the final Term for the applicable Service, Subscriptions to Services will automatically renew for a new Term ("Renewal Term") equal in duration to the expiring Term (unless mutually agreed by the parties) and Additional Fees. Your payment method will be charged for fees due for Services provided under the Renewal Term or we will issue an invoice to you, as applicable. Fees for a Renewal Term will be equal to our then-current fees as set forth in the Services or as invoiced to you, at your User tiers and quantities from the prior Term. 
5. Hardware Deactivation. Should Subscriber have a Hardware component to the Service, the associated Hardware will be deactivated at the end of the Term should the Subscriber choose not to renew the Service. We may, in our sole discretion, require Subscriber to return Hardware at Subscriber’s expense if Subscriber terminates its applicable Service prior to the end of the applicable Term. Any cancellation charges will be set forth in an applicable Service Addendum.
6. Taxes. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be solely responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income; provided, however, that if you owe any taxes, levies, or duties required by Law, we may collect and pay them on your behalf, if applicable. 
7. Payment Disputes. If you believe that an invoice we send to you or other fees charged are incorrect, you must contact us in writing within 30 days of the date of the invoice containing the amount in question or the charged fee together with an explanation of your good faith dispute to be eligible to receive an adjustment or credit.  Any delay by you to so notify us beyond such 30-day period shall constitute your acceptance of such invoice or charges and the correctness of the amounts charged.  Upon receipt of your written objection, we will promptly investigate the charges in dispute and thereafter notify you promptly in writing of our disposition of the dispute. 
8. Shipping. All Hardware or other physical components of the Service delivered to you shall be F.O.B. shipment point at the first carrier. Such items shall be deemed to be delivered and risk of loss will pass to you when the items are physically tendered to AlignOps’ domestic carrier. You are solely responsible for all costs and expenses associated with transporting the items to and from your premises, including all customs, duties, costs, taxes, insurance premiums and other expenses relating to such transportation and delivery. You will promptly fulfill any customs obligations arising under this Agreement at your sole cost and expense, including any payments required to release the items from customs. Items shall be deemed accepted by you unless you notify us in writing of any order discrepancies or manufacturer defects no later than two (2) days after delivery. We will address any manufacturer defects in accordance with the warranty terms in an applicable Service Addendum or Order Agreement. You are solely responsible for confirming that each “Ship To” delivery address set forth in an Order Agreement or otherwise is accurate, is in a country for which we support direct sales, and that any individual accepting delivery at that address is authorized to do so on your behalf. We have no obligation to ship items to any countries in which we do not provide Services support or engage in sales of Services.

13. Suspension 

1. In addition to any other rights granted to us herein, we reserve the right to suspend your access to the Service if your account becomes delinquent (falls into arrears) and is not subject to disputed payments pursuant to Section 12(g) above. Delinquent invoices are subject to interest charges of 1.5% per month on any outstanding balance, or the maximum permitted by Law, whichever is less. In addition, you will be responsible to pay us all expenses of collection, including attorney fees and costs we incur to collect the amount due. We will continue to charge you the current fee for licenses held by you during any period of suspension. If you or we initiate termination of this Agreement, you will be obligated to pay the balance due on your account, computed in accordance with Section 12. 
2. We reserve the right to impose a reconnection fee in the event your account has been suspended, you terminate your Agreement, or you elect not to proceed with a Renewal Term, and you thereafter request to access the Service that was suspended, terminated, or not renewed. Any reconnection fee will not exceed the then-current implementation fee charged to new customers utilizing similar Services as those you will be using upon reconnection. 
3. In addition to any of our other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, we reserve the right to suspend provision of the Services: (i) if you are on an annual billing plan, any fees are thirty (30) days or more overdue, or if you are on a billing plan of less than one year, any fees are fourteen (14) days or more overdue (and are not otherwise subject to Section 12(g) (Payment Disputes)); (ii) if we deem such suspension necessary as a result of your breach of Sections 3 (License Grant & Restrictions) or 4 (Your Responsibilities); (iii) if we reasonably determine suspension is necessary to avoid material harm us or our customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of our control; or (iv) as required by law or at the request of governmental entities.

14. Termination; Return of Subscriber Data  

1. This Agreement commences on the Effective Date and continues until all Subscriptions for licenses granted in accordance with this Agreement have expired or have otherwise been terminated.  
2. In the event this Agreement expires or is terminated (other than by reason of your breach), we will make a file of your Subscriber Data available to you, in a non-proprietary format, within thirty (30) days of termination if you request it at the time of expiration or termination (“Retention Period”).  You understand and agree that we have no obligation to retain your Subscriber Data and may delete it without retaining a copy after expiration of the Retention Period. 
3. Either Party may, at its option and without further notice, immediately terminate this Agreement and the licenses granted hereunder, and you shall immediately cease any and all use of the Services and Hardware if the other Party: (i) breaches any material obligation under this Agreement (including breach of payment obligations or use restrictions of the AlignOps Technology or Service) and such breach is not cured within thirty (30) days after the receipt of written notice of the alleged breach, if the breach is curable; (ii) admits in writing its inability to pay its debts generally as they become due; (iii) makes a general assignment for the benefit of creditors; (iv) institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a petition of bankruptcy against it; (v) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (vi) seeks reorganization under any bankruptcy act, or consents to the filing of a petition seeking such reorganization; or (vii) ceases to do business as itself or through a successor. Upon your termination for our material breach under Section 14(c)(i), you will be entitled to a refund of any prepaid and unused fees for Services purchased under this Agreement.

15. Representations & Warranties 

1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and that doing so will not cause the Party to breach or be in violation of any obligation or agreement to which the Party is bound. You represent and warrant that (i) you have provided notices to and obtained all rights and consents, approvals, authorizations and/or agreements from any Users or third parties that are necessary for us to collect, use, and disclose Subscriber Data in accordance with the Agreement and Law; (ii) no Subscriber Data or feedback you provide infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights, or Law; and (iii) you will comply with all Laws in the use of Services and your performance under the Agreement.
2. We warrant that as to those aspects of the Service which are under our sole and exclusive control, during the Term, the Service will perform substantially in accordance with our online help documentation, when used under normal circumstances. Our sole responsibility under this limited warranty shall be to use commercially reasonable efforts to correct or replace the portion of the Service which fails to conform to such limited warranty, provided, however, that you have reported in writing to us any defect or error claimed to be a breach of such warranty. We shall have no liability under the foregoing limited warranty if: (i) you, a User or any third party acting on your behalf modifies the Service; (ii) you fail to give us written notice of the claimed breach of warranty in a timely manner; (iii) the failure to conform is caused in whole or part by persons other than us, or by products, equipment, software, services or operating environments not furnished by us; or (iv) you fail to implement any correction, update, enhancement, improvement, expansion or revision thereto which we provided to you. You shall be exclusively responsible for the supervision, management and control of your and each User’s use of the Service and for the application and configuration of the Service to your business.

16. Mutual Indemnification 

1. Indemnification by AlignOps. We shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, members, shareholders, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third-party.  This section sets forth your sole remedy with respect to any claim of intellectual property infringement.
2. Indemnification by Subscriber. You shall indemnify and hold us, our licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, shareholders, employees, attorneys and agents (collectively "Affiliates") harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third-party. 
3. The indemnity in (a) above shall not apply if the claim results from: (i) Services that have been modified by anyone other than us or our subcontractors; (ii) your use of the Service with software, hardware, data or services not provided by us; (iii) misuse of the Service or other breach of this Agreement; (iv) use of other than the most current, unaltered corrections and updates to the Service which have been provided to you at no additional charge; or (v) our compliance with designs, plans or specifications furnished by or on your behalf.  We shall not be liable for any settlement you make without our advance written approval. You will indemnify, defend and hold us harmless from and against any claims brought against us arising out of the circumstances described in this paragraph.
4. In addition, if, as the result of any claim under Section (a) above, you are enjoined from using the Service, we, at our sole option and expense, may: (i) procure the right for you to continue to use the Service; (ii) replace or modify the Service so as to make it non-infringing (without materially impacting functionality or performance); or (iii) terminate your license to the Service and refund to you that portion of the fee prepaid for the then-current Term which reflects the unused portion of such Term.
5. Indemnification Procedure. The indemnified party will (i) promptly give the indemnifying party written notice of the claim; (ii) give indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not unilaterally settle any claim unless it unconditionally releases indemnified party of all liability); (iii) provide indemnifying party with all reasonably available information and assistance; and (iv) not compromise or settle such claim without indemnifying party’s prior written consent.  

17. DISCLAIMER OF WARRANTIES 

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 15 HEREOF, WE AND OUR LICENSORS 
MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 15 HEREOF OR ELSEWHERE IN THIS AGREEMENT, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ALIGNOPS AND ITS LICENSORS.    

18. LIMITATION OF LIABILITY 

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY VIOLATIONS, YOUR OBLIGATION TO PAY ANY AMOUNTS OWED HEREUNDER, OR A PARTY’S LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF A SIMILAR TYPE OR KIND (INCLUDING DAMAGE FOR LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

19.  Additional Rights under Law 

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you if such exclusions or liability limitations are imposed under applicable Law. 

20.  Local Laws, Export Control, and Restricted Uses 

1. Neither Party shall commit any act or request the other party to commit any act which would violate Laws relating to export control of the United States or any other country. We and our licensors make no representation that the Service is appropriate or available for use in other locations.  If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable Laws, including without limitation export and import regulations of other countries.  
2. You may not use the Service or any Content, nor any information acquired by using the Service, for or in connection with, nuclear activities, chemical or biological weapons, or missile projects, unless you have obtained specific authorization in advance from the United States government for such purposes, and you acknowledge that it is your responsibility to obtain any required permissions for such activities. 

21. Notices

Any notice or communication required or permitted under this Agreement will be in writing to the Parties at the addresses set forth in this Agreement or at such other address as may be given in writing by either Party to the other in accordance with this section and will be deemed to have been received by the addressee upon: (a) personal delivery; (b) the fourth business day after being mailed or couriered; or (c) the next business day if sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which for clarity must be made by mail or courier.: Our address for notices is: legal@alignops.com or AlignOps, 400 Inverness Pkwy, Suite 190, Englewood, CO 80112, Attention: Legal Department. 

22. General Provisions 

1. Assignment. This Agreement may not be assigned by you (either directly or indirectly because of a merger, sale of assets, or other similar transaction or by operation of law) without our prior written approval, which shall not be unreasonably withheld. This Agreement may be assigned without your consent by us to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, reorganization or other similar transaction.
2. Amendments; Waivers. These Ts & Cs and any Service Addenda may be amended or modified by us as to non-material terms that shall become effective upon a date we specify, which shall be no less than 10 days following that date of publication of such amendment or modification on our website. If you are a Subscriber who is not subject to an Order Agreement, your continuing use of a Service following the effective date of any amendment or modification to these Ts & Cs (including a material amendment or modification of these Ts & Cs) shall evidence your agreement to such amendment or modification. No course of conduct or dealing between the Parties shall be deemed to modify or amend the express provisions of this Agreement. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless we acknowledge and agree to such a waiver in writing that we have signed and delivered to you.
3. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by Colorado Law and controlling United States federal Law, without regard to the choice or conflicts of Law provisions thereof or of any other jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado.
4. Invalid or Unenforceable Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be construed to reflect the Parties’ original intent, and the remaining portions will remain in full force and effect.
5. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and us by entering into this Agreement or your use of the Service.
6. Entire Agreement; Integrated Writing. This Agreement, together with any applicable Order Agreement(s) or any Service Addenda or other attachments intended by the Parties to be a part of this Agreement, comprise the entire agreement between the Parties and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter of this Agreement.
7. Conflicts. In the event of any conflict or inconsistency among the following documents, the order of precedence is: 1) the applicable Order Agreement, 2) the applicable Service Addendum, and 3) these Ts & Cs, unless the inconsistent term or terms is inconsistent with a later version of these Ts & Cs that effectively amends the Ts & Cs as in effect prior to such amendment.
8. Force Majeure. Neither Party will be liable for any failure to perform any of its obligations under this Agreement, other than payment obligations, by reason of any matters beyond such Party's reasonable control, including, but not limited to, fire, explosions, severe weather, natural disasters, or other acts of God; acts, decrees, delays or failures to act by civil, military or other governmental authorities; riots, insurrections, terrorism, sabotage or war; court orders; strikes, lockouts, and labor disputes; destruction of, or damage or casualty, due to one or more of the reasons or the matters described above in this Section, to any third-party equipment, facilities or other property; or suspension, curtailment or other disruption of utilities including internet and telecommunications providers (each, a "Force Majeure Event").
9. Survival of Certain Provisions on Termination. The provisions of this Agreement which, by their terms, should survive termination of this Agreement to protect the rights and business interests of any Party shall survive the termination of this Agreement for any reason. All other rights and obligations of the Parties shall cease upon termination of this Agreement.
10. No Third-Party Beneficiaries. Nothing in this Agreement is intended to, or shall, create any third-party beneficiaries, whether intended or incidental, and no Party shall make any representations to the contrary.
11. Electronic Signatures and Exchange of Electronic Documents. You agree that all documents to be signed and exchanged between us may be signed and exchanged in electronic format and that all electronic signatures are the legal equivalent of a manual/handwritten signature.
12. Dispute Resolution. Without limiting (1) above, if Subscriber is, or at any time during the term of this Agreement becomes, party to an Order Agreement having a “ship-to” address located in the United States, then: EACH PARTY (I) AGREES THAT, EXCEPT AS PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO THE SERVICES INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES OR DISPUTES UNDER SECTION 16 (INDEMNIFICATION) ABOVE (COLLECTIVELY, “DISPUTES”) WILL BE DETERMINED SOLELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY. Either Party may commence an arbitration proceeding by filing a demand for arbitration with the Judicial Arbitration and Mediation Services (“JAMS”) and any Dispute shall be finally settled in accordance with the JAMS Comprehensive Arbitration Rules by three arbitrators appointed in accordance with such Rules. Arbitration hearings will be conducted in the JAMS office in Arapahoe County, Colorado, U.S.A. Payment of all arbitration filing, administrative, and arbitrator fees will be governed by applicable JAMS rules. Notwithstanding the foregoing, the Parties agree that a Party may seek injunctive or other equitable relief in court to enjoin misuse, misappropriation or ownership of intellectual property, trade secrets or Confidential Information.