Legal
Terms of Service
1. Acceptance of these Terms
These Terms of Service (the "Terms") are a binding agreement between [Legal Entity Name] ("we", "us", "our") and the organization that subscribes to the Alpha service (the "Service"), together with each individual who accesses the Service on that organization's behalf (each, a "User"). By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
2. Eligibility
You must be at least 18 years old to use the Service. The Service is intended for business use; by using it you represent that you are using it in the course of a trade, business, craft, or profession.
3. Accounts and authorized users
Subscribing organizations may invite Users into their organization within the Service and assign roles that determine what each User can see and do. You are responsible for the acts and omissions of your Users, for maintaining the confidentiality of credentials, and for all activity that occurs under your account. Notify us promptly if you suspect unauthorized use.
4. Subscription and fees
The Service is offered on a usage-based subscription model. Fees are determined by your actual usage of metered features at the rates published or otherwise communicated to you at the time you subscribe. The applicable billing cycle, invoice timing, and accepted payment methods are described at the time you subscribe or in an order form referencing these Terms. We may change fees and metering on prospective notice; changes take effect at the start of the next billing cycle.
Unless stated otherwise, fees are exclusive of all taxes, levies, and duties, which you are responsible for. Invoices are due on the date stated on the invoice (or, if no date is stated, within thirty days of issuance). Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Service for any account with an undisputed past-due balance after reasonable notice, without limiting our other remedies. Except where required by law, fees paid are non-refundable.
If an order form, addendum, or written agreement signed by both parties conflicts with these Terms, the order form, addendum, or signed agreement controls for the subject matter it covers.
5. Your data
As between you and us, you own and retain all right, title, and interest in the data you submit to the Service ("Customer Content"). You grant us a non- exclusive, worldwide license to host, store, transmit, display, and process Customer Content solely for the purpose of providing and improving the Service, and as otherwise permitted by these Terms, the Privacy Policy, and the Data Processing Addendum.
You are responsible for the accuracy, legality, and content of Customer Content and for having the rights necessary to submit it to the Service.
Our intellectual property
The Service, including all software, designs, interfaces, documentation, and underlying technology, is and will remain the exclusive property of [Legal Entity Name] and its licensors. We reserve all rights not expressly granted to you in these Terms. Nothing in these Terms transfers ownership of any intellectual-property right.
Feedback
If you provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback into the Service without obligation or compensation to you. We will not identify you as the source without your permission.
Usage data
We may collect and use de-identified, aggregated information about how the Service is accessed and used to operate, secure, analyze, and improve the Service. We will not include any personal information identifying you or your Users in any such de-identified, aggregated data made available outside our organization.
6. Acceptable use
You agree not to:
- Use the Service in violation of any law, regulation, or third-party right;
- Reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
- Use the Service to send unsolicited communications, malware, or other harmful code;
- Probe, scan, or test the vulnerability of the Service except through a published security-disclosure channel;
- Interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to the Service or related systems;
- Use the Service to build a competing product or to benchmark the Service for that purpose;
- Submit to the Service any data that is unlawful, infringing, defamatory, obscene, or that you do not have the right to submit, including special categories of personal data unless agreed in writing.
7. Third-party services
The Service includes optional integrations with third-party services (for example, QuickBooks Online and Google Drive). Your use of those services is governed by the terms of the third party and is at your own risk. We are not responsible for third-party services and have no liability for them.
8. Confidentiality
Each party may disclose to the other information that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use the same degree of care to protect Confidential Information as it uses to protect its own (and at least a reasonable degree of care), will not disclose it to third parties except as permitted by these Terms, and will use it only to perform under these Terms.
9. Term and termination
These Terms begin when you first access the Service and continue until terminated as provided here. You may terminate by giving us written notice (an email to legal@alpha.example is sufficient); termination is effective at the end of the then-current billing cycle unless we agree otherwise.
We may suspend or terminate the Service for cause if you materially breach these Terms and fail to cure within ten days of notice, or immediately if your use poses a security, legal, or operational risk, if your account is past due, or if continued provision of the Service to you would, in our reasonable judgment, expose us to legal liability.
Upon termination, your right to access the Service ends and we may delete Customer Content as described in the Privacy Policy and Data Processing Addendum. Sections that by their nature should survive termination — including Sections 5 (Your data), 6 (Acceptable use), 8 (Confidentiality), 10 (Disclaimers), 11 (Limitation of liability), 12 (Indemnification), 13 (Governing law and disputes), and any payment obligations that accrued before termination — will survive.
Security incidents
If we become aware of a security incident affecting Customer Content, we will notify the affected Customer without undue delay and provide such information as we reasonably have available to assist the Customer's response, as further described in the Data Processing Addendum.
10. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS.
Exclusions. The exclusions and limitations above do not apply to: (i) your obligation to pay fees that have accrued under these Terms; (ii) either party's breach of its confidentiality obligations under Section 8; (iii) your indemnification obligations under Section 12; (iv) your violation of our intellectual-property rights or the acceptable-use restrictions in Section 6; or (v) liability that cannot be limited or excluded under applicable law (including liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence).
12. Indemnification
You will defend, indemnify, and hold harmless [Legal Entity Name] and its officers, directors, employees, and agents from and against any third-party claims, losses, and expenses (including reasonable attorneys' fees) arising out of (a) Customer Content, (b) your use of the Service in breach of these Terms, or (c) your violation of any law or third-party right.
13. Governing law and disputes
These Terms are governed by the laws of the State of [Governing Law State], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Binding arbitration; class-action waiver
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS under its applicable rules. Arbitration will take place in [Governing Law State], in English, before a single arbitrator. The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction. You and we each waive any right to participate in a class, consolidated, or representative action. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court to protect its intellectual-property rights.
14. Force majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, pandemic, governmental action, labor disturbance, internet or telecommunications failure, denial-of-service attack, or failure of a sub-processor or upstream service provider. The affected party will use reasonable efforts to mitigate the effect of the event and resume performance.
15. Changes to these Terms
We may update these Terms from time to time. When we make material changes, we will update the "Effective" date above and, where appropriate, provide notice through the Service or by email. Your continued use of the Service after an update constitutes acceptance of the revised Terms.
16. Miscellaneous
These Terms (together with the Privacy Policy and any order forms or schedules referencing these Terms) are the entire agreement between you and us regarding the Service and supersede any prior agreements on that subject. If any provision is held unenforceable, the remainder will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms do not create any third-party beneficiaries.
17. Contact us
[Legal Entity Name]
[Mailing Address]
legal@alpha.example