Aline Terms of Service

These are the Terms of Service (the “Terms”) that govern access and use of Aline Technologies, Inc's (“Aline,” “we,” or “us”) website, applications, and other services (collectively, the “Service”).  Website visitors are referred to in the Terms as “Site Visitors” and individuals or entities who use the Service or create an account (“Account”) and their authorized users are collectively referred to as “Customers”. Customers and Site Visitors may be referred to in the Terms as “you” and “your”, as applicable.

1. Acceptance of Terms

By using the Service, you are bound by these Terms. You agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted in the Service.

You understand and agree that Aline is not a law firm or an attorney. Any information contained on the Service is not legal advice. No attorney-client relationship or privilege is created with Aline. If you need legal advice for any legal matter, you should consult a licensed attorney.

2. Your Representations and Warranties

You represent and warrant that you are at least 18 years of age and you are legally able to enter into a contract. You also represent that you have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms.

You agree to immediately notify Aline of any unauthorized use of your Account of which you become aware.  You additionally agree that Aline will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent.

3. Account Management

You are entirely responsible for maintaining the confidentiality of any password(s) used to access the Service, and are responsible for all activities, whether by you or by others, that occur under your password or Account. You may not use a third party’s Account to circumvent payment of applicable Service fees to Aline. You agree to notify Aline immediately of any unauthorized use of your Account. Aline shall not be liable for any losses you incur as a result of someone else’s use of your Account, with or without your knowledge. You may be held liable for any losses incurred by Aline, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your Account.

4. Intellectual Property Rights

The Service is owned and operated by Aline and contains materials that are proprietary and are protected by copyright laws, international treaties, trademarks, and other intellectual property laws. Except as otherwise expressly provided by Aline, you shall not copy, reproduce, republish, download, upload, post, display, transmit, reverse engineer, or distribute the Service in any way. Nothing on the Service shall be construed to confer any license under any of Aline's intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted in these Terms are reserved by Aline.

Aline grants you a limited, non-exclusive non-sublicensable, and non-assignable license to access and use the Service for your internal purposes only as expressly permitted in these Terms. You shall not use or permit use of the Service for any illegal purpose or in any manner inconsistent with these Terms. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Service, as well as potential liability for intellectual property infringement or other claims.

5. Feedback and Other Content

If you send ideas, suggestions, comments, plans, or other materials to Aline, whether online, by email, by mail, or otherwise (collectively, “Feedback”), you agree that we may edit, copy, publish, distribute, translate, and otherwise use such Feedback for any purpose. Aline has no obligation to maintain Feedback in confidence or pay compensation for any Feedback. Aline may, but has no obligation to, monitor, edit or remove content from the Service that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. You represent and warrant that your Feedback will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right.

6. Your Responsibilities

By using the Service, you agree not to engage in any activity or transmit any information that, in Aline's sole discretion:

1. Is illegal, or violates any federal, state, or local law or regulation;
2. Violates any third-party right, including but not limited to any intellectual property or proprietary rights;
3. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
4. Interferes with any other party’s use and enjoyment of the Service;
5. Accesses or uses the Account of another Customer without permission;
6. Allow users to share login credentials amongst multiple people (e.g., by using generic email addresses that multiple people use to access the Service);
7. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of the Service or any computer software or hardware;
8. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service;
9. “Hacks” or accesses without permission Aline's proprietary or confidential records, those of another Customer or Site Visitor, or those of anyone else;
10. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service, except as expressly permitted by law;
11. Removes, circumvents, disables, damages, or otherwise interferes with security-related features of the Service;
12. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Service;
13. Use the Service or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms;
14. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Service available for access by third parties except as otherwise expressly provided in these Terms;
15. Attempts to do any of the foregoing.

You acknowledge that we may monitor your access to or use of the Service for violations of these Terms or to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

7. Privacy

Except as described in these Terms, the information you provide to us or that we collect is used and protected as described in Aline's Privacy Policy.

You acknowledge and agree that we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities,  to comply with legal process (e.g., a subpoena), in situations involving potential threats to the physical safety of any person, violations of Aline's Privacy Policy, or to respond to the claims of violation of the rights of third parties.

8. Customer Data

You are responsible for the data and information that you or your Authorized Users add to the Service (“Customer Data”). You represent that you have the legal right and authority to access, use and disclose Customer Data to Aline. You authorize Aline to access, process, and use such Customer Data as necessary to perform and fulfill its obligations under these Terms, including to provide the Service. You and your Authorized Users acknowledge that Aline may process Customer Data in accordance with Aline's Privacy Policy.

9. AI Terms

The following terms and this Agreement govern your use of Aline's AI Features.

a. Use of AI Features

Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”). "AI Features" means large language models (LLMs) or other machine learning or artificial intelligence features of the Service.

b. Training

Aline shall not use Inputs or Outputs to train AI Features.

c. Intellectual Property

Except for Aline’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer’s Inputs.

Subject to the Agreement (including these AI Terms), Aline hereby grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Aline to others.

Due to the nature of the AI Features, Aline does not represent or warrant that (a) any Output does not incorporate or reflect third-party content or materials or (b) any Output will not infringe third-party intellectual property rights. Claims of intellectual property infringement or misappropriation by Outputs are not included.

d. Disclaimer

Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Aline. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications. The warranty disclaimers and limitations of liability in the Agreement for the Service apply to the AI Features.

e. Third-Party Providers

Aline utilizes OpenAI and Anthropic for its AI Features. "Anthropic" means Anthropic PBC, an AI research and development nonprofit that developed an API for generating natural language based on AI models. "Open AI" means Open AI, LP, an AI research and development nonprofit that developed an API for generating natural language based on AI models.

f. Restrictions on Use of AI Features

Without limiting any restrictions on use of the Service in the Agreement, Customer will not and will not permit anyone else to:

1. Use the AI Features or any Output to infringe any third-party rights,
2. Use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Service under this Agreement),
3. Represent any Output as being approved or vetted by Aline,
4. Represent any Output as being an original work or a wholly human-generated work,
5. Use theAI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with Laws, or
6. Use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.

10. Fees

Aline may require payment of fees for the Service, change prices, or institute new charges, upon notice to you, which may be sent by email or posted on the Service. Your use of the Service following such notification constitutes your acceptance of any changes to Aline's pricing.

11. Modification of the Service

We reserve the right to modify or discontinue any part of the Service without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

12. Term and Termination

You may terminate the Terms at any time without prior notice.  You will remain responsible for any unpaid fees for the remainder of your subscription. Upon termination of the Terms, Aline shall provide reasonable access to the Service for a limited duration so you can retrieve any Customer Data from the Service.

Aline may terminate your use of the Service or your Account for any reason in our discretion, including your breach of these Terms.

Any provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example and without limitation, all of the following survive termination: any obligation you have to pay or indemnify Aline, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

13. Warranties and Disclaimers

EXCEPT AS EXPRESSLY PROVIDED BY THESE TERMS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

ALINE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE.

14. Indemnification

You will defend, indemnify, and hold Aline, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs, including but not limited to attorneys' fees (collectively, "Third-Party Claim(s)"), arising from or related to: (a) your access to and use of the Service, unless the Third-Party Claim arising from your access and use of the Service is due to an action or failure to act by Aline; (b) violation of these Terms; (c) infringement of any intellectual property or other right of any person or entity by you; or (d) the nature and content of all Customer Data processed by the Service.

Aline agrees to defend, indemnify, and hold You harmless from and against any claims, actions, and other proceedings (“Claim(s)”), and will pay any damages, attorney fees and costs finally awarded (collectively, “Losses”) against you, to the extent arising out of any Claims brought by any third party against you alleging that the Service infringes or misappropriates a third party’s intellectual property rights (an “IP Right”). If Aline receives information about an infringement or misappropriation Claim related to the Service, Aline may in it's discretion and at no cost to you: (i) modify the Service to render it non-infringing; (ii) obtain a license for your continued use of the Service; or (iii) terminate your subscription and refund you any prepaid fees. The above defense and indemnification obligations do not apply if (1) the Claim arises from a modification to the Service by anyone not under Aline's direction or control; (2) a Claim arises from the use or combination of the Service with software, hardware, data, or processes not provided by Aline, if such use would not otherwise infringe; or (3) a Claim arising from your use of the Service in violation of these Terms.

Aline retains the exclusive right to settle, compromise, and pay any and all claims or causes of action that are brought against us without your prior consent. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent.

15. Limitations of Liability

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST USE, OR BUSINESS INTERRUPTION, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT ALINE IS LIABLE TO YOU EXCEED THE TOTAL AMOUNT PAID BY YOU TO ALINE IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

16. Miscellaneous

1. Relationship of the Parties. The Parties are independent contractors, and neither Party may make commitments on the other’s behalf. There are no third-party beneficiaries to these Terms.
2. Notices and Communications. Aline may send notices and communications pursuant to these Terms to your email(s) registered on the Service or by posting them on the Service. You agree that all communications we provide to you electronically are in writing, and you agree to keep your Account contact information current.
3. Assignment. Neither the Terms nor any of the rights and licenses granted under the Terms may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign these Terms upon written notice without the other party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign these Terms will be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
4. Force Majeure. Neither party will be liable under these Terms by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of fees) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, or internet connectivity. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable.
5. Governing Law. These Terms and any dispute of any sort that might arise between you and Aline will be interpreted in accordance with the law of the State of New York and the United States of America without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction. These Terms expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving the Service.
6. Venue. Any claim or dispute that between you and Aline that arises out of or is related to the Service and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in New York, New York, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of New York, New York.
7. Entire Agreement. These Terms constitutes the entire agreement between the Parties. These Terms sets forth your exclusive remedies with respect to the Service. If any provision of these Terms is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
8. Export Compliance. The Service and any of its derivatives may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, or any other U.S. government denied-party list.
9. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
10. Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
11. Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
12. Headings. The headings used throughout these Terms are solely for the convenience of reference and are not to be used as an aid in the interpretation of these Terms.
    

17. Changes to Terms of Service

Aline may update, change or replace any part of these Terms at any time. If any update to the Terms includes material changes that affect your rights or obligations, we will notify you of the changes (e.g., through the Service or via email). The most current version of the Terms will be posted on the Service, and it is your responsibility to check our website periodically for changes. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you should discontinue your use of the Service.

17. Last Revised

These Terms of Service were last revised on November 25, 2023.