Last Updated: June __16__, 2021
The terms “Subscriber,” “you,” “your,” “yours,” and “authorized user” refer to you, the account administrator, any individual user that is authorized by an account administrator, or an entity using the Service. The terms “Alignment-Labs,” “we,” “us,” and “our” refer to Align Labs AI Ltd. and our affiliates, as applicable.
By executing an Order Form or Statement of Work (or similarly titled document) referencing this Agreement, clicking the check box linking to this Agreement or otherwise accessing or using the Services, you hereby represent and warrant that (a) you are lawfully able to enter into contracts (e.g., you are not a minor), (b) you have legal authority to bind the entity that you represent, and (c) you have read, understood, and hereby agree to this Agreement.
We may periodically make changes to this Agreement. By using the Services, you accept this Agreement and any modifications that we may make to this Agreement. You are responsible for regularly reviewing this Agreement and any policies that apply to your use of the Services to stay informed of any changes. If you continue to use the Services after the effective date of any modified terms or policies, you agree to be bound by them as of the date of the modification. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CEASE USING THE SERVICES.
Free Trials and Free Services. From time to time, Alignment-Labs may offer trials of certain versions of the Services for a specified period free of charge (each, a “Free Trial”) or may offer a tier of the Services free of charge (“Free Services”). If you register on our website for a Free Trial, we will make the Services available to you under the Free Trial until the earlier of (i) the end of the Free Trial period for which you registered to use the Services, (ii) the start date of any subscription ordered by you for such Services, or (iii) termination by us in our sole discretion. If you register on our website for Free Services, we will make the Services available to you under the Free Services until the earlier of (i) the start date of any paid subscription ordered by you for such Services, or (ii) termination by us in our sole discretion. Additional Free Trial or Free Services terms and conditions may appear on the registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Alignment-Labs reserves the right, in our absolute discretion, to determine your eligibility for a Free Trial or Free Services, and, subject to applicable laws, to withdraw or to modify a Free Trial or Free Services at any time without prior notice and with no liability, to the greatest extent permitted under law.
You must register for and maintain an account with us to use the Services. You can do this via the site or you may be directed to do so through your account with certain third-party communication tools such as Slack, Facebook, Twitter, LinkedIn, Google (each, a “Third Party Account”). If you choose the Third Party Account option, we’ll create your Account by extracting from your Third Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third Party Account permit us to access.
When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Services. Only authorized users may use your account to use the Services and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, keep your user identification and password secure and those of your authorized users. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Alignment-Labs to prevent or terminate unauthorized use of the Service.
Subject to the terms and conditions of this Agreement, Alignment-Labs grants to Subscriber a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of the Services by the Subscriber and Subscriber’s personnel solely in connection with Subscriber’s internal business operations.
Alignment-Labs will provide you with technical support services relating to the Service in accordance with your tier of Services. You acknowledge and agree that: (a) the Services are still in development by Alignment-Labs; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; and (d) Alignment-Labs is under no obligation to update or continue to develop the Services.
Fees and Payment
(a) Fees. The fees for the Service are set forth on the Alignment-Labs pricing page (“Pricing Page”) or on an executed Order Form or Statement of Work between you and Alignment-Labs, each of which is incorporated into and made a part of this Agreement. Fees for the Services may be payable in advance, in arrears, per user, or as otherwise described on the Pricing Page or on an executed Order Form or Statement of Work between us. You agree to pay Alignment-Labs the fees indicated for the Services you purchase and for the indicated term (“Subscription Term”) and for any other fees set forth on an executed Order Form or Statement of Work between us. Stated fees do not include any related taxes (including sales and use taxes, duties or other governmental taxes or fees), all of which are your responsibility and will be charged to your Payment Method in addition to the fees.
Fees for subscription-based Services will be invoiced to you or charged to your Payment Method on the day your Services plan selection goes into effect and will cover fees for your Services plan selection for the payment period indicated. Fees for other Services will be charged according to the applicable Pricing Page, Order Form or Statement of Work. At the end of the indicated Subscription Term for subscription-based Services, and unless otherwise set forth in the applicable Order Form or Statement of Work, your purchased Services will automatically renew for successive renewal Subscription Terms of equal length to the initial Subscription Term and the applicable fees will continue to be invoiced to you or charged to your Payment Method on a recurring basis until you change your Services plan selection or terminate this Agreement. The amount of the charge for each renewal Subscription Term will be the then-current fee applicable to the Services plan and Subscription Term you selected as set forth on the Pricing Page or otherwise communicated to you. You acknowledge that the amount of the charge may increase if the applicable fee increases. If applicable, you hereby authorize Alignment-Labs to charge your Payment Method for such recurring charges. You may upgrade, downgrade, or terminate your Subscription Services plan selection at any time. Plan downgrades and terminations will take effect only at the end of your current term and must be made at least 30 days prior to the start of your next renewal Subscription Term in order to avoid billing of the next renewal Subscription Term’s fees at the prior rate. Services upgrades will take effect immediately and you will be charged a prorated fee for the remainder of your current Subscription Term based on the difference in price between your current plan and the upgraded plan.(b) Payment Method. Alignment-Labs may, from time to time, offer various expedited payment methods, including payment by credit card, debit card, or direct debit. If you select such a payment method when purchasing the Services or provide such a payment method on an Order Form or Statement of Work (the “Payment Method”), you authorize Alignment-Labs to charge you for Services through such Payment Method and agree to make payment using such Payment Method and to keep your payment-related information up to date. Certain Payment Methods, such as credit cards and debit cards, may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Methods (the “Payment Method Provider”). If Alignment-Labs does not receive payment from your Payment Method Provider, you agree to directly pay all amounts due upon demand from Alignment-Labs. Your non-termination or continued use of the Services reaffirms that Alignment-Labs is authorized to charge your Payment Method.
(c) Payment Matters. If your Payment Method fails or your account is past due, Alignment-Labs reserves the right to either suspend or terminate your use of the Services. All fees and charges are non-refundable and there are no refunds or credits for any partially used Services except (i) as expressly set forth in this Agreement, the Pricing Page or an executed Order Form or Statement of Work between us; (ii) as otherwise required by applicable law; or (iii) at our sole and absolute discretion. All fees for Services are subject to change without notice; however, Alignment-Labs will use reasonable efforts to notify you at least 30 days before any fee increase and fee changes will not take effect until your next renewal. You will promptly reimburse Alignment-Labs for any costs incurred in connection with collection of past-due amounts, including attorneys’ fees, and Alignment-Labs may, as a result of late payment, among other remedies available to it, discontinue its provision of the Services to you in accordance with this Agreement.
Term and Termination
The term of this Agreement will continue until terminated. Without limiting Alignment-Labs’ rights to terminate as set forth elsewhere in this Agreement, Alignment-Labs’ may terminate this Agreement immediately upon written notice to you for breach of Section 3, 7, 8 or 11. In the event of a material breach by either party of any other provision of this Agreement, the non-breaching party may terminate this Agreement upon 5 business days’ prior written notice without liability to the other party. Either party may terminate this Agreement for convenience at any time upon at least 10 business days’ prior written notice to the other party. Upon termination of this Agreement, you will be responsible for paying (a) fees payable for the remainder of any ongoing Subscription Terms, unless this Agreement was terminated by you for Alignment-Labs’ uncured material breach or was terminated by Alignment-Labs’ for convenience, and (b) any other amount due under this Agreement through the effective date of termination, and you authorize Alignment-Labs to charge your Payment Method immediately upon termination for the full amount payable hereunder. No refunds of fees paid under this Agreement will be provided. Termination of this Agreement will not relieve either party of any obligations or liabilities that have accrued prior to the termination date (including obligations to pay fees, taxes, interest, and collection costs) and is without prejudice to any other rights and remedies either party may have. In addition, each party’s obligations as provided in the following sections of this Agreement will survive termination: 1, 4, 5, 7, 8, 9, 11, 12, 13, 14, 16 and 18 (excluding (a)).
6. Access to the Services; Modifications to the Services
We do not provide you with the equipment to access the Service or other services required to make use of the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., Internet access charges, Slack subscription fees). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Services, we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.
7. Restrictions, Customer Content and Customer Responsibility
You must comply with all applicable laws when using the Services. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) modify or reverse engineer any portion of the Services; (b) rent, lease, or otherwise permit any third party to use any portion of the Services; (c) circumvent or disable any security or other technological features or measures of any portion of the Services; (d) use the Services in a manner that threatens the integrity, performance, or availability of the Services; nor (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services.
Further, you agree that you will use the Services and provide, access and use Customer Content (as defined below) in compliance with all applicable local, state, national and international laws, rules and regulations. You will not, will not agree to, and will not authorize or encourage any third party to: (a) use the Services to transmit or otherwise distribute any content that you do not have the necessary rights in or that is unlawful, defamatory, libellous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by Alignment-Labs; (b) interfere or attempt to interfere with the proper working of the Services or prevent others from using the Services; or (c) use the Services for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at Alignment-Labs’ sole discretion, and may subject you to penalties and other legal consequences. Alignment-Labs reserves the right, but will have no obligation, to review the Customer Content and use of the Services, including in relation to Alignment-Labs user complaints or disputes, in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
You will communicate information with and through the Service. You acknowledge and agree that in order to use the Services you and your personnel will provide Alignment-Labs with access to certain third-party accounts, such as Slack.
(b) Responsibility and Use of Customer Content. You are solely responsible (and assume all liability and risk) for determining whether Customer Content is legal, appropriate, or acceptable, and whether you have the right to provide, access and use such content and grant to Alignment-Labs and its suppliers the right to access and use such content under this Agreement. Alignment-Labs will not be responsible for the Customer Content. Alignment-Labs reserves the right at all times, at its discretion and without notice to you, to remove or refuse to store or use any Customer Content within the Services. Alignment-Labs also reserves the right to access, preserve and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; or (iv) protect the rights and property of Alignment-Labs, its users and the public.
Except for the license to the Services expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Services and all materials therein, including all related intellectual property rights. Unless explicitly stated herein, nothing in this Agreement will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Alignment-Labs reserves all rights not expressly granted herein in the Services.
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You authorize us to any such Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback in any manner and for any purpose.
Communicating with you Electronically—Permission to Text
You agree and consent to our communicating information, notices, messages, service alerts, announcements, agreements, privacy notices, disclosures or other communications (“Electronic Communications”) associated with the Services to you by posting such Electronic Communications to your account, e-mailing such Electronic Communications to the e-mail address on file or by sending such Electronic Communications to you and your personnel via SMS text message to the mobile number on file in the relevant account.
Electronic Communications are deemed to be received – at the latest – when they are sent to you or your personnel at the last email address or wireless phone number provided us. You will ensure that your email address and wireless phone number will be kept up to date in order that we may communicate with you.
Subject to Alignment-Labs rights under Sections 11, 16, and 18, Alignment-Labs will not disclose to any third party, without your consent, the information or material you upload to the Service. Although we take security and privacy very seriously at Alignment-Labs, Alignment-Labs makes no warranty or guarantee to you regarding the security or confidentiality of any Customer Content. Alignment-Labs may, however, disclose that information or material if required by law or if Alignment-Labs reasonably determines that disclosure is necessary to prevent harm to Alignment-Labs or any third party. Your consent to disclosure shall be deemed given when you use Alignment-Labs in connection with a third-party application or Third-Party Account, solely with respect to disclosure in connection with your use of such third-party application (i.e., data is passed to Slack). If Alignment-Labs is required by law to disclose any of that information or material, Alignment-Labs will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure.
Without limiting any other representation, warranty, or covenant of either party herein, each party hereby represents and warrant to the other that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it will perform it obligations hereunder in compliance with all applicable laws, rules and regulations. Further, you hereby represent and warrant to Alignment-Labs that (i) you have the right to grant to Alignment-Labs and its suppliers the rights granted herein and that none of the Customer Content contains any material that infringes upon any third-party right, including rights arising from contracts between you and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or which slanders, defames, libels, or invades the right of privacy, publicity, or other property rights of any person; and (ii) none of the Customer Content provided by you hereunder contains any viruses, Trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Services, or intercept or expropriate any system data or personal information from the Services.
No Warranties; Disclaimer
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALIGNMENT-LABS AND ITS AFFILIATES AND SUBSIDIARIES MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY MATTER, INCLUDING THE SERVICES. ALIGNMENT-LABS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE. FURTHER, ALIGMENT-LABS DOES NOT WARRANT THE RESULTS OR PROVISION OR USE OF THE SERVICES, INCLUDING THAT YOU WILL RECEIVE ANY BUSINESS BENEFITS AS A RESULT OF THE SERVICES, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. ALIGNMENT-LABS MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATED TO THE AVAILABILITY, UPTIME, OR QUALITY OF THE SERVICES, AND ALIGNMENT-LABS MAY FREELY ADD, MODIFY, UPDATE, REMOVE, AND REPLACE ANY SERVICES.
13. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL ALIGNMENT-LABS, ITS AFFILIATES, AND ITS SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFIT OR REVENUE (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA OR CONTENT SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, THAT RESULTS FROM THIS AGREEMENT OR THE PROVISION OR USE OR THE INABILITY TO PROVIDE OR USE THE SERVICES, EVEN IF ALIGNMENT-LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ALIGNMENT-LABS AND ITS AFFILIATES AND SUBSIDIARIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, INDEMNIFICATION OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY ALIGNMENT-LABS FROM YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. YOU WILL NOT COMMENCE ANY ACTION, SUIT OR PROCEEDING AGAINST ALINGMENT-LABS MORE THAN ONE YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ONLY THE LIMITATIONS WHICH ARE LAWFUL WILL APPLY TO YOU AND ALIGNMENT-LABS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold Alignment-Labs and its affiliates and each of their respective directors, officers, employees, agents, contractors, suppliers, licensors and representatives, and affiliates of each of the foregoing, harmless from and against any losses, costs, liabilities, claims, demands, damages and expenses, including reasonable attorneys’ fees, arising out of or related to (a) your violation of any term of this Agreement, (b) your unauthorized use of and access to the Services, (c) your violation of any rights of a third party, including any right of privacy or intellectual property rights; (d) your violation of any applicable laws, rules or regulations, (f) Customer Content, or (e) your negligence or willful misconduct.
Alignment-Labs will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond Alignment-Labs’ reasonable control.
Governing Law; Jurisdiction
You agree that this Agreement shall be governed by the laws of the State of Israel, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the authorized courts of Tel Aviv, Israel, for any actions arising out of this Agreement or in relation to the Services.
Updates to this Agreement; Miscellaneous; Questions
(a) Updates to this Agreement. From time to time, Alignment-Labs may change, modify, add, or remove portions of this Agreement (each an “Update”), and reserves the right to do so in its sole discretion. If Alignment-Labs Updates this Agreement, it will make the Updated Agreement available here, and the Updated Agreement will indicate the date of the latest revision. Alignment-Labs encourages you to review this Agreement periodically for changes. In the event that Updates to this Agreement materially alter your rights or obligations hereunder, Alignment-Labs will make reasonable efforts to notify you of the Updates. For example, Alignment-Labs may send a message to your email address that is currently associated with your account or generate a pop-up or similar notification when you access your account for the first time after such material changes are made. All Updated Agreements automatically take effect 30 days after they are made available through the Services, except that (i) disputes between you and Alignment-Labs will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) unless specifically agreed otherwise, if you do not agree with any changes to this Agreement, you may terminate this Agreement as set forth above. Your continued access to or use of the Services after an Updated Agreement has become effective indicates that you have read, understood and agreed to the current version of this Agreement.
(c) Customer List. Alignment-Labs may use your name and logo on its website and customer lists to identify you as a customer of the Services unless you notify Alignment-Labs in writing to stop doing so.
(d) Miscellaneous. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Alignment-Labs. Alignment-Labs may freely assign or transfer this Agreement. Both parties are independent contractors, and neither party is an agent, representative or partner of the other. In this Agreement, “including” means “including without limitation”. Alignment-Labs may, in its sole discretion, work with licensors, vendors, contractors and other third parties to fulfill any obligations in this Agreement or to support the Services, and we may change our use of licensors, vendors, contractors and other third parties without notice to you. Any notices under this Agreement will be sent by Alignment-Labs to at least one of the addresses provided to Alignment-Labs in connection with your registration or updates thereto. Notices will be sent by nationally recognized express delivery service and will deemed given one business day after deposit with such delivery service. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Headings are provided for convenience but do not constitute part of this Agreement.
(g) Questions. If you have any questions related to this Agreement, please contact us.
No association with Slack
Alignment-Labs and Slack Technologies Inc, the provider of the Slack communication service, (“Slack”) are different entities. There is no relationship between Alignment-Labs and Slack, other than Alignment-Labs being a licensee and user of the Slack API for the purpose of providing the Services. Slack is not responsible for the Services and will not provide support for the Services.
This Agreement does not apply to your use of the Slack services. Such use is governed by the Slack Terms of Service available on the website slack.com.