This page contains Alignment Engine’s key Terms of Service and is a binding contract between Alignment Engine and the Customer as of the creation of the Customer’s account on the Alignment Engine Cloud Platform as aCovered Service, which also includes all of Alignment Engine’s websites, services, products and solutions (the “Alignment Engine Services”).
The TOS is a binding legal contract; the Customer’sacceptance of it is required to use Alignment Engine Services. As such, theCustomer may only use Alignment Engine Services if the Customer agrees that ithas read, understood, and consented to be bound by the TOS. By creating anAccount and using Alignment Engine Services, the Customer is representing to Alignment Engine that:
Service Level Objectives
Alignment Engine provides the Alignment Engine Cloud Platform as a Covered Service to the Customer at the following service level objectives (the "Service Level Objective" or "SLO")
Instances in Multiple Regions
Instances in a Single Region
>= 99.9%
>= 99%
If Alignment Engine does not meet the SLO, and if Customer is otherwise in good standing and meeting its obligations, Customer will be eligible to receive the Financial Credits described below. This TOS statesCustomer’s sole and exclusive remedy for any failure by Alignment Engine to meet the SLO. If Alignment Engine authorizes the resale or supply of the Alignment Engine Cloud Platform as a Covered Service under an Alignment EngineCloud partner or reseller program, then all references to Customer in this TOS shall mean Partner or Reseller (as applicable), and any Financial Credit(s)will only apply for impacted Partner or Reseller order(s).
Definitions
The following definitions apply to the TOS:
99% - 99.9%
95% - 98.999%
< 94.999%
10%
25%
50%
* Percentage of monthly bill for the respective Covered Service in the Region affected which did not meet SLO that will be credited to future monthly bills of Customer
95% - 99.9%
90% - 94.999%
< 89.999%
10%
25%
50%
* Percentage of monthly bill for a Single Instance in the Region affected which did not meet SLO that will be credited to future monthly bills of Customer
All on-demand compute usage fees are subject to change.
For both prepaid rendering services and all other batch compute services performed on the Alignment Engine Cloud Platform as a CoveredService, Alignment Engine uses third-party payment processors (the"Payment Processors") to credit or bill Customer through the payment account(s) linked to the Customer’s account ("Billing Information"). The processing of credits or payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this TOS. Alignment Engine is not responsible for the acts or omissions of the Payment Processors.Customer agrees to purchase credits or pay all sums for services Customer uses at applicable prices in accordance with these pricing and billing policies andCustomer authorizes Alignment Engine and Payment Processors to deduct or charge all such sums (including all applicable taxes) based on the payment method(s)specified in or linked to the Customer’s account ("Payment Methods").
The Customer must provide current, valid, complete and accurate Billing Information for all Payment Methods linked to the Customer’s account and must promptly update all such information in the event of changes (such asa change in billing address, credit card number, credit card expiration date or bank transfer and autopay information). Customer must promptly notify AlignmentEngine or the Payment Processors if a payment method is canceled (e.g., for loss or theft) or otherwise inoperable.
Alignment Engine services other than prepaid rendering services will be billed monthly in arrears based on the Customer’s prior month’s usage, and unless agreed to otherwise with Alignment Engine, all cloud services fees are due and payable upon receipt of invoice, which will be billed at the then current on-demand usage rates. All invoices must be paid by bank transfer (ACH or Wire) using the Payment Methods linked to a customer’s account, payable on Net 15 days. Alignment Engine reserves the right to deactivate, terminate, prevent access to, disable services for, and/or suspend or delete a customer’s account or access to any Alignment Engine Services at any time for nonpayment, late payment (if applicable), or failure to maintain at all times current, valid, complete, and accurate Payment Methods.
Fees for either Reserved Compute Instances or Bulk Creditsare due and payable in accordance with the Order Forms, therefore.
All fees for Alignment Engine Services that are unpaid or past due for any reason are subject to a finance charge of 1.5% of the unpaid balance per month (or the highest rate permitted by law, whichever is lower) from the date such payment was due until the date paid. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Alignment Engine in collecting past due amounts. If any amount of your Fees are past due, we may suspend your API access after we provide you written notice of late payment. Any amounts due under this Agreement shall not be withheld or offset by you against amounts due to you for any reason.
Customer is responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back-payments relating toCustomer’s purchase of any Alignment Engine services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, "Taxes"). Unless otherwise stated, Alignment Engine’s pricing policies do not include and arenot discounted or enhanced for any such Taxes. If Alignment Engine becomes obligated to collect or pay Taxes in connection with the purchase of services, those Taxes will be invoiced as part of a billing process or collected at thetime of purchase. In certain states, countries and territories, the purchase ofAlignment Engine services may be subject to certain Taxes, and if so, AlignmentEngine may collect such Taxes and remit them to the appropriate taxing authority. Customer must also provide any tax identification information thatis necessary for compliance with these tax obligations. Customer is solely responsible for any misrepresentations made or non-compliance caused with respect to Taxes.
With respect to prepaid rendering credits, all credits are revocable or subject to early expiration for violations, including for abuse, misrepresentation of Billing Information, unauthorized transfer, or illegal conduct by the Customer.
With respect to either Reserved Compute Instances or BulkCredits, the Customer acknowledges that such orders are not cancelable, and fees paid therefore are non-refundable except as expressly set forth in thisAgreement or in the applicable Order Form.Prepaid rendering credits must be used within the time period specified in the Customer’s invoice therefore (usually 12 months from the date of invoice) and will expire at the end of the specified period, unless otherwise specified.
The aggregate maximum number of Financial Credits to be issued by Alignment Engine to Customer for any and all Downtime Periods that occur in a single billing month will not exceed 50% of the amount due fromCustomer for the Covered Service for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of theCovered Service and will be applied within sixty (60) days after the Financial Credit was requested.
Customer acknowledges and agrees that any Financial Credits for loss or interruption of compute power, constituting a Downtime Period, shall be ratably calculated based on the Term of an Order Form and granted in accordance with the TOS.
The Financial Credits do not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the TOS (in the associated documentation), or (c) errors: (i) caused by factors outside ofAlignment Engine’s reasonable control; (ii) that resulted from Customer’s software or hardware or third-party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the TOS; or (iv) that resulted from quotas applied by the system, or (d) downtime caused by in-advance communicated maintenance. As applicable, Customer will only beentitled to Financial Credit for Downtime of a particular instance as either a Single Instance or Instances in Multiple Regions, but not both.
This TOS does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property.As between the parties, Customer owns all rights in Customer Data (including all object and source code contained therein), and Alignment Engine owns all rights in the Alignment Engine Cloud Platform as a Covered Service and allAlignment Engine Services and related software (including third-party software).
If Customer chooses to provide input and suggestions regarding problems with or proposed modifications or improvements to any ofAlignment Engine’s products and services (“Feedback”) then Customer hereby grants to Alignment Engine an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Alignment Engine CloudPlatform as a Covered Service and create other products and services.
Customer grants Alignment Engine permission to includeCustomer’s name, logos, and trademarks in its promotional and marketing materials and communications.
Subject to Customer’s strict compliance with this TOS,Alignment Engine grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Alignment EngineCloud Platform as a Covered Service as described in and subject to this TOS.
Alignment Engine will only access or use or share CustomerData in accordance with its then current Privacy Policy in effect.
Subject to this TOS, by providing Customer Data to or via the Alignment Engine Cloud Platform, Customer grants Alignment Engine a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer Data solely and exclusively for the purpose of providing the Alignment Engine services to Customer.
Customer is solely responsible for its Customer Data andagrees that Alignment Engine is not and will not in any way be liable forCustomer Data. By providing Customer Data, Customer affirms, represents, and warrants that: (1) its Customer Data and use thereof will not violate this TOS(including the AUP) or any applicable law, regulation, rule or third-party rights; (2) Customer is solely responsible for the development, moderation, operation, maintenance, support, and use of Customer Data, including whenCustomer Data is provided by Customer’s end users; (3) Customer’s Customer Data and its use thereof does not and will not: (i) infringe, violate, ormisappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel,or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law, regulation, rule, or rights of third parties; and (4) except for the specific Alignment Engine services provided under this TOS or other express contract, Customer is solely responsible for the technical operation of Customer Data, including on behalf of Customer’s end users.
Customer must use the Alignment Engine services inaccordance with the AUP, which is incorporated by reference. Accordingly, anyusage in violation of the AUP shall constitute a breach of this TOS.
Customer is solely responsible for the activity that occurson its Account, regardless of whether the activities are undertaken byCustomer, its employees, any third party (including Customer’s contractors or agents), Customer’s end users, licensees, or customers.
Customer is responsible for notifying its employees, agents, and others related to Customer’s usage of the provisions of this TOS, including where the terms of the TOS are binding on them.
Customer shall not (directly or indirectly): (i) decipher,decompile, disassemble, reverse engineer or otherwise attempt to derive anysource code or underlying ideas or algorithms of any part of the Alignment Engine Cloud Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii)modify, translate, or otherwise create derivative works of any part of theAlignment Engine Cloud Platform and Covered Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that Customer receives hereunder. Customer shall abide by all applicable local, state, national, and international laws and regulations.
Alignment Engine’s reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) respond to any applicable law, regulation, legal process or valid governmental request; (ii) enforce this TOS, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v)protect the rights, property, or safety of Alignment Engine’s personnel, its other customers, and the public.
The Alignment Engine Cloud Platform as a Covered Service issubject to the trade and economic sanctions maintained by the Office of ForeignAssets Control (“OFAC”). By accessing the Services, Customer agrees to comply with these laws and regulations. Specifically, Customer represents and warrantsthat it is not (a) located in any country that is subject to OFAC’s trade and economic sanctions, currently Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine; or (b) an individual or entity included on any U.S.lists of prohibited parties including: the Treasury Department’s List ofSpecially Designated Nationals List (“SDN List”) and Sectoral Sanctions List(“SSI List”). Additionally, Customer agrees not to – directly or indirectly –sell, export, reexport, transfer, divert, or otherwise dispose of any service received from Alignment Engine in contradiction with these laws and regulations.
Customer must utilize proper security protocols, such assetting strong passwords and access control mechanisms, safeguarding access toall logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. Customer is solely responsible for any unauthorized access to the Customer’s Account and must notify Alignment Engine immediately of any such unauthorized access upon becoming aware of it.
Customer will notify Alignment Engine if and when Customer learns of any security incidents or breaches affecting the Alignment EngineCloud Platform and Services, including unauthorized access to Customer’sAccount or Account credentials, and shall aid in any investigation or legal action that is taken by authorities and/or Alignment Engine to investigate and cure the security incident or breach to the extent caused by the CustomerAccount or use of the Services. The DPA includes more information about security incidents as they pertain to certain personal data.
Alignment Engine will enable Customer to delete CustomerData during the Term in a manner consistent with the functionality of theCovered Services. If Customer uses the Covered Services to delete any CustomerData and that Customer Data cannot be recovered by Customer, this use will constitute an instruction to Alignment Engine to delete the relevant CustomerData from Alignment Engine’s systems in accordance with applicable law. Alignment Engine will comply with this instruction as soon as reasonably practicable and within a maximum period of one hundred eighty (180) days.
On expiry of the Term of an Order Form or the closing of aCustomer account, Customer may instruct Alignment Engine to delete all CustomerData (including existing copies) from Alignment Engine’s systems in accordance with applicable law. Alignment Engine will, after a recovery period of up to thirty (30) days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of one hundred eighty (180)days. Customer is responsible for exporting, before the Term expires or its Customer Account is closed, any Customer Data it wishes to retain.
Customer should refer to Alignment Engine’s Security and Compliance Datasheet for Alignment Engine’s data and privacy policies with respect to the Alignment Engine Cloud Platform.
Incident Notification. Alignment Engine will notify Customer promptly and without undue delay after becoming aware of a data security incident and promptly take all commercially reasonable steps to minimize harm and secure Customer Data.
Details of Data Security Incident. Alignment Engine’snotification of a data security incident will describe, to the extent possible, the nature of the incident, the measures taken to mitigate the potential risks,and the measures Alignment Engine recommends Customer take to address the data security incident.
Delivery of Notification. Notification(s) of any data security incident(s) will be delivered to the email address provided byCustomer.
No Assessment of Customer Data by Alignment Engine. Alignment Engine has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
No Acknowledgement of Fault by Alignment Engine. Alignment Engine’s notification of or response to a data security incident under this section will not be construed as an acknowledgement by Alignment Engine of any fault or liability with respect to said incident.
The Alignment Engine Cloud Platform as a Covered Service andall Alignment Engine Services, including without limitation, the services, and products that Alignment Engine provides to integrate a Customer’s workflows with the Alignment Engine Cloud Platform as a Covered Service, are provided"as is" and on an "as available" basis (subject to theSLO). Alignment Engine disclaims all warranties of any kind, whether express or implied, relating to the Alignment Engine Cloud Platform as a Covered Service and all content delivered in connection thereto, including but not limited to:(a) any implied warranty of merchantability, fitness for a particular purpose,title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; or (c) any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. Alignment Engine does not warrant that: (i) the Alignment Engine Services will be secure or available at any particular time or location; (ii) any defects orerrors will be corrected; (iii) any content or software available at or through the Alignment Engine Services is free of viruses or other harmful components;or (iv) the results of using the Alignment Engine Services will meet Customer’s requirements. The Customer is responsible for ensuring the security of theCustomer’s environment that is using the Alignment Engine Cloud Platform as a Covered Service.
The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by law. Alignment Engine does not disclaim any warranty or other right that Alignment Engine is prohibited from disclaiming under applicable law.
You agree to defend, indemnify and hold harmless Alignment Engine and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Alignment Engine Cloud Platform as a Covered Service and the Alignment Engine Services, by you or any person using your Account; (b) abreach of these TOS; or (c) your Customer Data.
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OROTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE,ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, ORLOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BYLAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE PRECEDING 12 MONTHS, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE,INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAYNOT APPLY TO YOU.
The TOS and any dispute related thereto is governed by the laws of the State of Delaware without regard to conflict of lawprinciples.
The Customer and Alignment Engine each submit to thepersonal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under the TOS.
The TOS for the Alignment Engine Cloud Platform as a CoveredService may be amended and/or modified from time to time by Alignment Engine, without notice to Customer. The Customer’s use of Alignment Engine Services will always be subject to the TOS that is in effect from time to time.Accordingly, the Customer is responsible, and strongly encouraged, to revisit this page regularly in order to learn of any updates to the TOS.
