Enterprise Terms

Please read these enterprise terms (“agreement”) carefully before using the services offered by aldoa inc. (“Aldoa”). By clicking the “submit” button, or by using the services in any manner, you or the entity you represent (“customer”) agree that you have read and agree to be bound by the terms and conditions of this agreement, to the exclusion of all other terms. You represent and warrant that you are authorized to bind customer to the terms of this agreement. Use of aldoa’s services is expressly conditioned upon customer’s assent to all the terms and conditions of this agreement. If the terms of this agreement are considered an offer, acceptance is expressly limited to such terms.

1. Access to the Service. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the Service and/or during registration process) Aldoa grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Aldoa product(s) and/or service(s) ordered by the Customer (collectively, the “Service,” or “Services”) during the Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Aldoa’s applicable official user documentation for such Service (the “Documentation”). 
   
   
2. Implementation. Upon payment of any applicable fees, Aldoa agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is ordered by the Customer (“Implementation Assistance”).  If Aldoa provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Aldoa otherwise provides additional services beyond those agreed to, Customer will pay Aldoa at its then-current hourly rates for consultation.
   
   
3. Support. Subject to Customer’s payment of all applicable fees, Aldoa will provide support and maintenance for each Service in accordance with the support options ordered by Customer (if any).
   
   
4. Service Updates. From time to time, Aldoa may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Aldoa shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Aldoa may make improvements and modifications to the Services at any time in its sole discretion; provided that Aldoa shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
   
   
5. Ownership; Feedback. As between the parties, Aldoa retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Aldoa for the purposes of this Agreement, including any copies and derivative works of the foregoing.  Any software which is distributed or otherwise provided to Customer as part of the Customer’s ordered Services shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.  Customer may (but is not obligated to) provide suggestions, comments or other feedback to Aldoa with respect to the Service (“Feedback”). Aldoa acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind.  Notwithstanding anything else, Customer shall, and hereby does, grant to Aldoa a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.  Nothing in this Agreement will impair Aldoa’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
   
   
6. Fees; Payment. Customer shall pay Aldoa fees as set forth for the ordered Services (“Fees”). All Fees shall be invoiced in advance in accordance with the billing plan as selected by Customer and agreed to by Aldoa, and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law.  Customer shall be responsible for all taxes associated with Service (excluding taxes based on Aldoa’s net income).  All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth through the ordering process, then Aldoa shall invoice Customer for such additional users or usage at Aldoa’s then-current standard overage rates for such usage, in each case on a pro-rata basis from the first date of such excess usage through the Term (defined below). Notwithstanding anything to the contrary, during any period where Customer is receiving any free, unpaid or trial access to the Service, Aldoa’s obligations under Section 3 (Support) and Section 11 (Indemnification) shall not apply.
   
   
7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Aldoa product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Aldoa may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service.  Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. 
   
   
8. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service.  Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.  Customer, not Aldoa, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Aldoa as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Aldoa shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data.  Aldoa is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Aldoa’s gross negligence or willful misconduct.  Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use.  To the extent that the Customer Data includes any personal information, (i) Aldoa will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Aldoa agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Aldoa understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.  Notwithstanding anything to the contrary, Customer acknowledges and agrees that Aldoa may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Aldoa’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Aldoa’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Aldoa in connection with Customer’s use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer. 
   
   
9. Third Party Integrations. Customer acknowledges and agrees that (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Service or certain portions thereof may be dependent on Aldoa’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the Aldoa for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service.  Aldoa cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof.  Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
   
   
10. Term; Termination. This Agreement shall commence on the date the Customer first accesses the Services, and, shall last for the applicable subscription period selected during the ordering process and shall continue to renew automatically for additional periods of the same length (collectively, the “Term”) unless either party gives the other party written notice (email to suffice) of non-renewal at least sixty (60) days prior to the end of the then-current term. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Aldoa may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Aldoa’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Aldoa shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Aldoa shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Aldoa shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations (Section 6), ownership provisions (Sections 5 and 8), warranty disclaimers (Section 12), indemnity (Section 11) and limitations of liability (Section 13). For clarity, any services provided by Aldoa to Customer, including any assistance in exporting the Customer Data, shall be billable at Aldoa’s standard rates then in effect.
11. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor) or (ii) the Service (in the case of Aldoa as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right.  Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).  The foregoing obligations of Aldoa do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Aldoa (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Aldoa, (iv) combined with other products, processes or materials not provided by Aldoa (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.
    
    
12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WITHOUT LIMITING THE FOREGOING, ALDOA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR ANY RESULTS OF THE USE OF THE SERVICE WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
    
    
13. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ALDOA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
    
    
14. Miscellaneous. This Agreement represents the entire agreement between Customer and Aldoa with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Aldoa with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  Notices must be sent to the contacts for Aldoa at the physical address 55 North 5^th Street, Brooklyn NY 11249, and to Customer at the address provided to Aldoa during registration.  Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; pandemics, disease, fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Aldoa may utilize subcontractors in the performance of its obligations hereunder.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.   The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.