This document (the "Agreement") is entered into by and between Alethios, Inc. ("Alethios") and the user ("Researcher") accessing or using Alethios and related services. By accessing or using Alethios, Researcher agrees to comply with and be bound by the terms of this Agreement.

1. License and Fees

License:

• Alethios hereby grants Researcher a non-exclusive, non-transferable license to utilize the Alethios platform, subject to the terms of this Agreement and any accompanying documentation.

• Researcher shall pay Alethios the fees in accordance with either (i) the standard schedule of fees specified on Alethios's website if Researcher purchases access to the Alethios platform via Alethios’s website (an “Online Order”), as may be updated from time to time, or (ii) the fees stipulated in a sales quote, order form, or similar document for the Alethios platform (“Sales Order”) executed between Researcher and Alethios. Each Sales Order is hereby incorporated into this Agreement.

• The payment terms, billing cycles, and any applicable taxes or additional charges shall be as outlined in the respective Online Order or Sales Order.

• Alethios reserves the right to update its standard schedule of fees for Online Orders. In the case of Sales Orders, any updates or modifications to fees will be communicated and agreed upon through an amended Sales Order.

• In the event of late payments, Alethios may impose late fees or suspend Researcher's access to the Alethios platform until all outstanding payments are settled.

• Fees paid are non-refundable, except as expressly stated otherwise in this Agreement or as mutually agreed upon in writing between Alethios and Researcher.

2. Ownership of Study Data

• Alethios explicitly disclaims any proprietary claim to participant data collected from participants by Researcher through the use of the platform. The ownership and management of study data are subject to independent agreements and documentation between Researcher and study participants.

3. Liability and Limitations

• Alethios assumes no liability for the accuracy, completeness, or legality of participant data collected by Researcher through the platform. Researcher is solely responsible for verifying the quality and compliance of participant data and its collection with applicable laws and ethical standards.

• Alethios disclaims any liability for interruptions, errors, or delays in the operation of the Alethios platform. Researcher acknowledges that the platform may be subject to technical issues, and Alethios does not guarantee uninterrupted or error-free access.

• Alethios is not liable for any third-party services integrated into the platform. Researcher agrees that the use of third-party services is at their own risk, and Alethios shall not be responsible for any issues arising from the use of such services.

• In no event shall Alethios be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

• Alethios' total liability for any claim arising out of or related to this Agreement, whether in contract, tort, or otherwise, is limited to the total amount paid by Researcher to Alethios under this Agreement in the twelve months preceding the claim.

• Alethios provides a platform for data collection and analysis but does not provide professional advice or make recommendations. Researchers are solely responsible for the collection, interpretation and application of the data collected through the Alethios platform.

• The limitations and exclusions of liability in this section apply to the fullest extent permitted by applicable law and shall survive any termination or expiration of this Agreement.

4. Use of Third-Party Services

• Alethios may integrate with third-party services to enhance platform functionality. Researcher acknowledges and agrees that the utilization of such third-party services is subject to additional terms and conditions.

5. Restrictions on Use

Prohibited Actions:

• In addition to the obligations outlined in this Agreement, Researcher shall not, directly or indirectly:
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code underlying the Alethios platform.
  • Transfer, resell, lease, license, or assign Alethios services or offer the Alethios platform on a standalone basis.
  • Use the Alethios platform in violation of any applicable law or beyond the scope of the rights granted in this Agreement.
  • Use or access the Alethios platform to develop or support products or services competitive to Alethios.

6. Indemnity

• Researcher agrees to indemnify and hold Alethios, its officers, directors, employees, and affiliates harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs arising out of or in any way connected with Researcher's use of the Alethios platform, breach of this Agreement, or violation of any applicable laws or regulations.

7. Governing Law, Jurisdiction, and Arbitration

• Except for the arbitration provisions outlined below, this Agreement shall be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws.

• The enforceability and interpretation of the arbitration provisions below will be determined by the Federal Arbitration Act (including its procedural provisions).

• All disputes arising out of the Agreement, apart from the arbitration provisions, will be subject to the exclusive jurisdiction and venue of the state and federal courts of San Francisco, California, and the parties hereby consent to the personal jurisdiction of these courts.

8. Termination

• Alethios reserves the right to terminate or suspend Researcher's access to the platform, wholly or partially, at its discretion and without notice, for any reason, including but not limited to violations of this Agreement.

9. Confidentiality

• Researcher agrees to keep confidential any non-public information obtained through the use of Alethios that is designated as confidential by Alethios. This includes, but is not limited to, the Alethios platform's features, algorithms, and any proprietary information.

10. Data Security and Privacy

• Alethios employs industry-standard measures to protect data, but Researcher acknowledges that no method of transmission over the internet or electronic storage is completely secure. Researcher is responsible for implementing additional security measures as needed.

• Both Alethios and Researcher agree to comply with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the Health Insurance Portability and Accountability Act (HIPAA), if applicable.

11. Termination and Effects

• Upon termination of this Agreement, for any reason, Researcher's access to the Alethios platform will cease. Alethios may delete or retain Researcher's data in accordance with its data retention policies.

12. Force Majeure

• Alethios shall not be liable for any failure to perform its obligations under this Agreement due to unforeseen circumstances or force majeure events, including but not limited to acts of nature, war, terrorism, or government regulations.

13. User Conduct

• Researcher agrees to use the Alethios platform in compliance with all applicable laws and regulations and to conduct research ethically and responsibly.

14. Feedback

• Alethios may use any feedback, suggestions, or ideas provided by Researcher to improve its services without any obligation or compensation.

15. Changes to Terms

• Alethios reserves the right to update this Agreement to reflect modifications in its services or for legal and regulatory compliance. Researcher is encouraged to periodically review this Agreement.

16. Contact Us

For inquiries or concerns about this Agreement, please contact Alethios at support@alethios.com.