Terms of Service

Welcome, and thank you for your interest in Alethios (“Alethios,” “we,” or “us”) and our website at www.alethios.com, along with our related websites, platform, and other services provided by us (collectively, the “Services”). These Terms of Service are a legally binding contract between you and Alethios regarding your use of the Services. 

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ALETHIOS’ PRIVACY POLICY www.alethios.com/privacy-policy (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND ALETHIOS’ PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY ALETHIOS AND BY YOU TO BE BOUND BY THESE TERMS. 

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF ALETHIOS AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE CONFIRMATION OF YOUR ELIGIBILITY TO PARTICIPATE IN ONE OR MORE RESEARCH STUDIES, OR UPDATES ABOUT YOUR CURRENT RESEARCH STUDIES IF YOU ARE A RESEARCHER. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ALETHIOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Alethios Service Overview
   
   1. Certain portions of the Services provide information about our products and services. Other portions of the Services involve access to Alethios’ cloud-based platform (the “Platform”) on which entities, institutions, organizations, or companies (the “Researchers”) can make available research studies (each, a “Research Study”) in which other users may be able to participate (such participants, the “Participants”) and where on or through such Platform, Researchers may be able to access other services and tools. 
   2. In addition to the other terms and conditions set forth in these Terms, when you are acting as a Researcher, the terms herein that expressly apply to Researchers will apply to you, and when you are acting as a Participant, the terms herein that expressly apply to Participants will apply to you.
   3. If you are a Researcher, you may enter into with us one or more mutually agreed and executed order forms (including any mutually agreed order forms that are accepted and entered into digitally through the process we require) that reference these Terms and that include additional terms, conditions, and information relating to your access to and use of the Services (each, an “Order”). All Orders are deemed incorporated into and a part of these Terms. In the event of any conflict or inconsistency between any Order and these Terms, these Terms will control unless the Order expressly and specifically states otherwise. 
2. Eligibility
   
   1. You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. 
   2. When you accept these Terms or otherwise access or uses the Service: (a) on behalf of, or in connection with your work for, an entity, institution, organization, or company (including a Researcher) (“Enterprise”), you represent and warrant that you have the authority to bind, and hereby do bind, such Enterprise, to these Terms; or (b) on your own behalf (including as a Participant), you are bound to these Terms in your individual capacity. Any Enterprise bound to these Terms under the foregoing clause (a) is solely liable and responsible for all acts or omissions of its employees or contractors who access or use any portion of the Services, and any breach or violation of these Terms by any such individuals will be deemed a breach or violation of these Terms by the applicable Enterprise. Section 3.3 (Researchers) has additional terms on the Researcher employees and contractors who are authorized to access or use the Service (and no other individuals or entities are permitted to access or use the Services on Researcher’s behalf).
3. Accounts and Registration
   
   1. General. To access certain features on the Service, you must register for an account. When you register for an account, you may be required to provide us with certain information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@Alethios.com.
   2. Participants. Participants must register for an account if they wish to apply to participate in a Research Study. 
   3. Researchers. Researchers must register an account to post a Research Study on the Services. Researcher’s rights to use certain aspects or portions of the Service may be subject to certain metrics or limitations that we communicate to you (such as seat-based licensing terms, caps on Participants who can participate in any Research Study, or other metrics or limitations) (“Metrics or Limits”). Researcher is solely responsible for ensuring use of the Services in compliance with all Metrics or Limits. Without limiting the foregoing, Alethios may monitor use of the Services (including to verify compliance with any Metrics or Limits) and may require that Researcher provide evidence of compliance with all Metrics or Limits. Researcher will provide such evidence promptly upon request by Alethios. Alethios may invoice Researcher for any use of the Services in excess or violation of any Metrics or Limits in accordance with its then-applicable prices. The only parties authorized to access or use the Services on behalf of Researcher are Researcher’s employees or contractors (who are not associated with any Alethios competitors) subject to any Metrics or Limits.
4. Payment Terms; Research Studies
   
   1. General Payment Terms. You may be required to pay fees to Alethios in connection with certain access to or usage of the Services. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars, and are non-refundable except as required by law or expressly set forth in Section 14.3(c) of these Terms.
   2. Price. Alethios reserves the right to determine all amounts charged to you. Alethios may change the fees due, including by charging additional fees, if Alethios gives you advance notice of changes before they apply. Alethios, at its sole discretion, may make promotional offers with different pricing to any of Alethios customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. 
   3. Authorization. You authorize Alethios to charge you for all fees owed to us, including all applicable taxes, to the payment method you provide or make available to us. If you pay any fees with a credit card, then Alethios may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Fees are due and payable at the frequency specified by us.
   4. Orders. If you are a Researcher, you will pay us all fees set forth in each Order when those fees are due as set forth in each Order. 
   5. Delinquent Accounts. Alethios may suspend or terminate access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amounts due, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees, and we may charge you interest on late payments up to the maximum amount required under applicable law. If your payment method is no longer valid at the time any amount you owe us is due, then Alethios reserves the right to delete your account and information or data associated with your account without any liability to you. 
   6. Research Studies. 
      
      1. Research Study Terms. The RESEARCHER IS SOLELY RESPONSIBLE FOR ITS RESEARCH STUDY AND TERMS AND CONDITIONS THAT APPLY TO THE STUDY, INCLUDING THE DESIGN OF THE STUDY, ALL REQUIRED DISCLOSURES TO PARTICIPANTS OF THE STUDY, OBTAINING AND MAINTAINING INFORMED CONSENTS AND ALL APPLICABLE REGULATORY AUTHORIZATIONS, CONSENTS, APPROVALS, EXEMPTIONS, PERMITS, AND LICENSES NECESSARY TO CONDUCT THE RESEARCH STUDY AND RELATED ACTIVITIES IN ALL RELEVANT JURISDICTIONS, AND ENSURING REGULATORY COMPLIANCE OF THE STUDY AND RESEARCHER(S)’ COLLECTION OF DATA AND USE OF DATA. ALETHIOS WILL HAVE NO LIABILITY WHATSOEVER TO RESEARCHER, PARTICIPANT, OR ANY OTHER THIRD PARTY, ARISING OUT OF OR RELATING TO ANY RESEARCH STUDY OR ANY RESEARCH STUDY TERMS AND CONDITIONS. RESEARCH STUDY TERMS AND CONDITIONS FURTHER DO NOT MODIFY OR SUPERSEDE THESE TERMS IN ANY MANNER. FINALLY, AND WITHOUT LIMITING ANY OF THE FOREGOING, ANY CONTRACTUAL TERMS BETWEEN RESEARCHERS AND PARTICIPANTS REGARDING RESEARCH STUDIES DO NOT BIND ALETHIOS.
      2. Eligibility and Selection; Removal of Participants.
         
         1. Participants acknowledge and agree that certain Research Studies may or may not provide them with compensation (monetary or otherwise). Participants must meet the eligibility criteria for a Research Study and complete the onboarding requirements set forth by the applicable Researcher to join a Research Study. PARTICIPANTS ACKNOWLEDGE AND AGREE THAT ALETHIOS HAS NO CONTROL OVER THE ELIGIBILITY REQUIREMENTS OR SELECTION OF PARTICIPANTS FOR ANY RESEARCH STUDY AVAILABLE ON THE SERVICES, AND THAT ALETHIOS HAS NO OBLIGATION UNDER ANY CIRCUMSTANCES TO PAY OR PROVIDE TO PARTICIPANT ANY ASSETS OR ANY FEES OR OTHER AMOUNTS.
         2. Without limiting any other rights or remedies of Alethios under these Terms or in law or equity, if you ever (or if Alethios has reason to believe that you have or will): (a) violate or are non-compliant with Section 11 (Acceptable Use Policy); (b) engage in any illegal or fraudulent activities with respect to the Services or Platform, or apply for or participate in any Research Study with the intent to engage in fraudulent or illegal activities (including if you obtain any Asset without actually participating in the applicable Research Studies as required by the applicable Researcher with respect to such Research Study); (c) gain access to one or more Research Studies for which you fail to complete or are otherwise inactive or non-responsive with respect to such Research Study; or (d) otherwise violate or fail to comply with these Terms or applicable law, then Alethios may in its sole discretion without notice or any liability or obligation: (x) remove you from any and all active, pending and future Research Studies, (y) suspend or permanently terminate your access to the Services and Platform, and (z) delete your account and prohibit or ban you from accessing or using the Services or Platform (including registering for or creating a new account). 
      3. Regulatory Compliance. Researcher is solely responsible for it and its Research Studies’ compliance with applicable law and regulations, including rules and requirements of IRBs, HIPAA, GDPR, FDA, FTC, Office for Human Research Protections, DSHEA, and other applicable industry standards and laws in all relevant jurisdictions. Researcher is solely responsible for safeguarding all data and information it collects (including from Participants) in connection with its use of the Services or any Research Study as well as any future or secondary uses of such data or information and any results based on or derived therefrom.
      4. Participant Consent. Researcher is solely responsible for obtaining each Participant’s informed consent to participate in the applicable Research Study in accordance with all applicable laws. If Researcher alters study protocols or requirements, it is Researcher’s sole obligation to obtain new or additional informed consent from Participants, as applicable. Researchers will ensure that they and their personnel do not exceed the scope of a Participant’s informed consent in connection with any Research Study (including failing to adhere to revocations of consent or limitations placed on the scope of consent granted). 
      5. Removal of Research Studies. 
         
         1. By Researcher. Researcher may only cancel or revoke the availability of any Research Study from the Services (i) in accordance with all regulatory and legal requirements applicable to the Research Study and all terms and conditions that apply to the Research Study, (ii) if you have no active Participants relating to the applicable Research Study (including if any pending decisions or actions with respect to any user or any Participant relating to the applicable Research Study), and (iii) if you are able to close or terminate the applicable Research Study based on the features and functionalities available to you in the Services when you are using the Services in accordance with these Terms (including Section 11 (Acceptable Use Policy)). In any such case when you may cancel or revoke a Research Study from the Services in accordance with the preceding sentence, it is Researcher’s sole responsibility to, and Researcher will: (A) immediately inform Participants, clinical investigators, and IRB, as applicable, of the same; (B) compensate Participants for all fees owed as of the date the Research Study is cancelled or revoked; and (C) comply with all regulatory and legal requirements applicable to the Research Study. 
         2. By Alethios. Alethios may at any time (including prior to or after publication or availability on the Services) review a Research Study to assess whether it is appropriate for access on the Services. If Alethios determines, in its sole discretion, that any Research Study is not appropriate for access on the Services, then it may temporarily or permanently terminate access to, suspend access to, remove, or limit or reduce access to, the Research Study from being accessible on the Services. ALETHIOS WILL HAVE NO LIABILITY TO RESEARCHER, PARTICIPANT, OR ANY THIRD PARTY, ARISING OUT OF THE EXERCISE OF ITS RIGHTS IN THIS SECTION. 
      6. Research Study Assets. 
         
         1. Alethios may make available certain third-party wearables, devices or other products or tools (“Assets”) on behalf of or at the direction of Researchers to Participants who are approved for certain Research Studies only if Alethios expressly agrees to do the same in an Order. 
         2. Without limiting any other terms or conditions in these Terms, Alethios provides no warranties or guarantees with respect to, and disclaims all warranties of any kind with respect to, all Assets, and all Assets ordered, provisioned, delivered or otherwise made available directly or indirectly by Alethios are provided with all faults on an “as is” basis. Participant acknowledges and agrees that it will use Assets pursuant to applicable law and the applicable Research Study terms and protocols. 
         3. Researcher is solely responsible and liable for any loss of or damage to, or liability arising out of or in connection with, any delivery, shipment, or storage of any Assets, as well as any defect or performance issue with respect to any Asset. Alethios may in its sole discretion charge Researcher amounts to replace lost, damaged, or defective Assets, and Researcher will promptly pay all such amounts due.
      7. Publicity. Alethios may include Researcher’s name and its trademarks in Alethios’ customer lists and promotional materials in any media currently existing or hereafter created (including physical or electronic media (including its website)). Researchers will not use Alethios’ trademarks or name in its Research Study, publication or promotional materials, or otherwise, in any form or media currently existing or hereafter created, without Alethios’ prior written consent. When consent for such use is provided, Researcher will fully comply with all guidelines communicated by Alethios concerning the use of the Alethios’ trademarks and will immediately cease non-compliant uses of the same upon notice of from Alethios. Any goodwill resulting from the use of Alethios’ trademarks will inure to the sole benefit of Alethios.
      8. Artificial Intelligence. To the extent that any Researcher uses any machine learning, deep learning, or other artificial intelligence technologies made available on or through the Services (“AI Technology”), Researcher agrees that it is solely responsible for all acts, omissions, results, content, material, output, or decisions arising out of Researcher’s use of AI Technology. 
      9. Assistance. 
         
         1. You may purchase access to implementation, configuration, support, customization or other professional services regarding the Services only when any such items are expressly set forth in an Order (“Assistance”). To the extent a Researcher purchases such Assistance, Alethios will provide the same after receipt of the applicable fees. We will communicate the price for Assistance to you prior to when you are required to pay for the same. Alethios’ sole obligation is to use commercially reasonable efforts to provide Assistance in accordance with Alethios’ ordinary business practices, during Alethios standard business hours, and subject to any Alethios policies or terms we may share with you. 
         2. Alethios will not be responsible or liable for the acts and omissions of any third party (e.g., investigators) that Researcher engages in connection with any Assistance. 
      10. Without limiting any other terms or conditions set forth in these Terms, all technology and intellectual property rights that Alethios creates (alone or with others, including Researcher or any of its personnel) in the course of providing or performing Assistance (“Assistance Assets”) is solely owned by Alethios (and you hereby assign all ownership rights you have in the same to Alethios, if any, and agree to take reasonable steps to further document that allocation of rights upon request by Alethios). The license we grant you to use the Service as set forth in Section 5.1 (License to Services) is deemed to include your right to use the Assistance Assets as necessary to use the Services during the term of the applicable Order. You must further use all Assistance Assets in compliance with these Terms. 

5. Licenses
   
   1. License to Services. Subject to your complete and ongoing compliance with these Terms, Alethios grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your personal, non-commercial purposes; provided, however, that Researchers may use the Services for purposes of carrying out a Research Studies.
   2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not:  reproduce, distribute, publicly display, publicly perform, or create derivative works of the Services;  make modifications to the Services; or interfere with or circumvent any feature of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, then you may not use it.
   3. Feedback. If you choose to provide us with any input or feedback regarding the Services, or any other products, services, or technologies of Alethios (including any input or feedback regarding modifications or improvements to any of the foregoing) (“Feedback”), then you hereby grant Alethios an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free and transferable right and license, with the right to grant and authorize sublicenses, to use and exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
6.  Certain Representations and Warranties
   
   1. Participants. Participant represents and warrants to Alethios that no authorization or approval from a third party is required in connection with Participant’s participation in a Research Study and that Participant shall comply with all applicable laws and these Terms (including Section 11 (Acceptable Use Policy)) in its use of the Platform and Services and its participation and involvement in connection with any Research Study. 
   2. Researchers. Researcher represents and warrants to Alethios that: (i) it does and will comply with all applicable laws and regulations in connection with its use of the Services and conduct of Research Studies; and (ii) it has provided all notices, and obtained all necessary rights, permissions, consents, and authorizations, to be able to (a) grant all rights it grants in these Terms and (b) conduct all Research Studies and fully comply with its obligations under these Terms in compliance with and without violating any laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement, institutional review board protocols or similar standards or obligations, or privacy policies with any third party.
7. Ownership; Proprietary Rights
   
   1. General. The visual interfaces, templates, workflows, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services and Platform provided by Alethios (and any modifications or improvements to any of the foregoing or derivative works created from any of the foregoing) (but for clarity excluding User Content) are collectively the “Materials”. The Materials are protected by intellectual property and other laws. As between you and Alethios, all Materials are the sole property of Alethios (and you hereby assign any ownership rights in any portion of the same to Alethios, if any, and agree to take reasonable steps to further document that allocation of rights upon request by Alethios). Except as expressly authorized by Alethios, you may not use the Materials. There are no implied licenses in these Terms and Alethios reserves all rights to the Materials not granted expressly in these Terms.
8. Third-Party Terms
   
   1. Third-Party Services and Linked Websites. 
      
      1. Alethios may provide tools or features in or through the Services that enable the transmission or communication of content, material, data or information to or from third party products or services (such products or service, “Third Party P&S”). By using any such tools or features, you hereby authorize Alethios to receive content, material, data or information from, and transfer content, material, data or information to, the applicable Third Party P&S. Third Party P&S are not under Alethios’ control, and, to the fullest extent permitted by law, Alethios will not be responsible or liable for any issues or liability arising out of any Third Party P&S or any access to or use of the same, including any transmission of any content, material, data or information to or from the same, in connection with your access to or use of the Services. 
      2. The Services may also contain links to third-party websites. Linked websites are not under Alethios’ control, and Alethios is not responsible for their content. 
      3. Please be sure to review the terms of use and privacy policy of any third party websites or Third Party P&S before you share any content, material, data or information with such third party websites or Third Party P&S. Once sharing occurs, Alethios will have no control over the information that has been shared. 
   2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
9. User Content
   
   1. User Content Generally. 
      
      1. Certain features of the Services may permit you to provide, upload, disclose, transmit or otherwise submit (“Post”) content, material, data or information to the Services (including (i) images, folders, data, text, and any other works of authorship or other works, (ii) Research Study Data and Participant Data, and (iii) any content, material, data or information Posted to the Service via any Third Party P&S) (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Services, subject to the licenses granted in these Terms.
      2. By Posting User Content (other than Research Study Data and Participant Data, which are addressed in turn below) to or via the Service, you hereby grant us a non-exclusive, perpetual, irrevocable, transferable, royalty-free, fully paid, and worldwide right and license, with the right to grant and authorize sublicenses, to use, host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify, create derivative works, and distribute such User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, including for the purpose of providing, developing, and improving the Service and all of its underlying technologies. 
      3. Participant Study Data. “Participant Study Data” means any data, information, or material provided, uploaded, disclosed, transmitted or otherwise submitted by Participant to Researcher on or through the Services. Participant hereby grants to Alethios a non-exclusive, irrevocable, perpetual, sublicensable, transferable, royalty-free, fully-paid, worldwide right and license to use, copy, store, disclose, transmit, transfer, publicly display, publicly perform, modify, create derivative works from, distribute, and otherwise exploit (collectively, “Process”) Participant Study Data to: (i) provide, maintain, improve, and support, the Platform and Services; (ii) monitor compliance with these Terms (including Section 11 (Acceptable Use Policy)) and to exercise all rights of Alethios under these Terms; (iii) derive and generate Usage Data (defined below); (iv) to perform all obligations of Alethios relating to any and all Research Studies and all Orders; and (v) as otherwise required by law. 
      4. Researcher Study Data. “Researcher Study Data” means any data, information, or material Posted by Researcher to the Services in connection with and for use in an active, future or pending Research Study. Researcher hereby grants to Alethios a non-exclusive, irrevocable, perpetual, sublicensable, transferable, royalty-free, fully-paid, worldwide right and license to Process Researcher Study Data to: (i) provide, maintain, improve, and support the Platform and Services; (ii) monitor compliance with these Terms (including Section 11 (Acceptable Use Policy)) and to exercise all rights of Alethios under these Terms; (iii) derive and generate Usage Data and Aggregated Data (defined below); (iv) to perform all obligations of Alethios relating to any and all Research Studies and all Orders; (v) as otherwise required by law; and (vi) solely upon the express written consent of Researcher in its sole discretion, to develop, train, and improve AI Technology.  
      5. Usage Data & Aggregated Data. “Usage Data” means all data or information collected or generated by the Services regarding the performance of the Services or the manner in which the Services are used (including technical logs, activity or performance logs, feature usage data, and aggregated statistical information), but excluding Aggregated Data. “Aggregated Data” means Researcher Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Researcher. Alethios may collect, use, disclose and otherwise Process and exploit Usage Data and Aggregated Data for its business purposes.
   2. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Alethios disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Services. By providing User Content via the Services, you affirm, represent, and warrant to us that:
      
      1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Alethios and users of the Services to use and exploit your User Content as necessary to exercise the licenses granted by you in these Terms, in the manner contemplated by Alethios, the Services, and these Terms;
      2. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not:  infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right;  slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or cause Alethios to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
      3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
   3. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Alethios may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Services, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Alethios with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Alethios does not permit infringing activities on the Services.
   4. Monitoring Content. Alethios does not control and does not have any obligation to monitor:  User Content;  any content made available by third parties; or the use of the Services by its users. You acknowledge and agree that Alethios reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Alethios chooses to monitor the content, then Alethios still assumes no responsibility or liability for any content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Alethios may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Services without any liability to the user who Posted such User Content to the Services or to any other users of the Services. 

10. Communications
    
    1. Text Messaging & Phone Calls. You agree that Alethios and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Services, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM ALETHIOS, YOU CAN EMAIL SUPPORT@ALETHIOS.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM ALETHIOS, YOU CAN EMAIL SUPPORT@ALETHIOS.COM OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Services.
    2. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
11. Acceptable Use Policy
    
    1. You agree not to:
       
       1. use the Services for any illegal purpose or in violation of any local, state, national, or international law;
       2. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services;
       3. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
       4. access, search, or otherwise use any portion of the Services through the use of any engine, software, tool, agent, device, or mechanism (including scraping tools, spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Alethios;
       5.  disable or circumvent features that prevent or limit use, printing, or copying of any content; or reverse engineer or otherwise attempt to discover the source code, know-how or trade secrets underlying or embodied in any portion of the Services;
       6. interfere with the operation of the Services or any user’s enjoyment of the Services, including by:  uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;  making any unsolicited offer or advertisement to another user of the Services;  collecting personal information about another user or third party without consent; (iv) knowingly taking any action that risks harm to others or to the security, availability, or integrity of a Services; or (v) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
       7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Services account without permission, or falsifying your age or date of birth (if you are a Participant);
       8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; 
       9. attempt to do any of the acts described in this Section 11 (Acceptable Use Policy) or assist or permit any person in engaging in any of the acts described in this Section 11 (Acceptable Use Policy);
       10. provide access to any portion of the Services to a competitor of Alethios, or use the Service if you are engaged as an employee, consultant or agent of any Alethios competitor, including: Radicle Science, People Science, Citrus Health, KGK Science, Medable, or Reputable Health;
       11. bulk export data from the Services without Alethios’ written permission; 
       12. interfere with Alethios’ Processing of Usage Data or Aggregated Data; or
       13. Breach, violate, or otherwise fail to comply with any obligations, representations or warranties under these Terms or any Order. 
    2. Researchers agree not to (the following additional prohibitions apply to you if you are a Researcher):
       
       1. post any sham Research Studies on the Services;
       2. conduct a Research Study without the necessary regulatory approvals;
       3. misrepresent the purpose of a Research Study’s purpose or its eligibility requirements;
       4. publish benchmarks or performance information about the Services;
       5. represent that any AI-created content is human generated; or 
       6. communicate with a Participant in violation of these Terms.
    3. Participants agree not to (the following additional prohibitions apply to you if you are a Participant):
       
       1. create duplicate user accounts;
       2. misrepresent who you are or submit false information to satisfy the eligibility criteria for a Research Study;
       3. use Assets made available to you in violation of Researcher’s instructions or directions;
       4. become a Participant with respect to any Research Study, or apply for, submit any information with respect to, or otherwise attempt to join, enter, begin, or qualify for any Research Study, without good faith intent to fully participate in such Research Study; 
       5. request and receive any Assets with respect to any Research Study, and subsequently not complete such Research Study;
       6. circumvent any identity verification protocols on the Services; or
       7. attempt to participate in the same Research Study multiple times (unless expressly authorized to do so by the applicable Researcher).

12. Intellectual Property Rights Protection
    
    1. Respect of Third-Party Rights. Alethios respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.
    2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:
       Alethios Inc.
       Attn: Legal Department (IP Notification)
       Alethios
       80 Valencia Court
       Portola Valley, California 94208
       Email: ip-infringement@Alethios.com  
    3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
       
       1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
       2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
       3. a description of the material that you claim is infringing and where it is located on the Services;
       4. your address, telephone number, and email address;
       5. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
       6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
          
          Your Notification of Claimed Infringement may be shared by Alethios with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Alethios making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
    4. Repeat Infringers. Alethios policy is to:  remove or disable access to material that Alethios believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and in appropriate circumstances, to terminate the accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Alethios will terminate the accounts of users that are determined by Alethios to be repeat infringers. 
    5. Counter Notification. If you receive a notification from Alethios that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Alethios with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Alethios Designated Agent through one of the methods identified in Section 12.2 (DMCA Notification), and include substantially the following information:
       
       1. your physical or electronic signature;
       2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
       3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
       4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Alethios may be found, and that you will accept service of process from the person who provided notification under Section 12.2 (DMCA Notification) above or an agent of that person.
          
          A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
    6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Alethios in response to a Notification of Claimed Infringement, then Alethios will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Alethios will replace the removed User Content or cease disabling access to it in 10 business days, and Alethios will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Alethios Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Alethios system or network.
    7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Alethios relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Alethios reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

13. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Services. Except as expressly permitted in this Section 13 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 
14. Term, Termination, and Modification of the Services
    
    1. Term. These Terms are effective beginning on the first to occur of (i) when you first accept the Terms or (ii) you first use the Services, and these Terms end when they are terminated as described in Section 14.2 (Termination; Other). The term of each Order will be set out in the applicable Order. Except as expressly stated to the contrary in an Order, each Order will renew for successive terms equal in length to the initial term in the Order unless a party provides the other with at least 30 days advance written notice of its intent not to renew prior to the expiration of the then effective Order term.
    2. Termination; Other. 
       
       1. Researchers. If you are a Researcher, and no Orders are in effect for a period of 90 consecutive days, then these Terms will terminate. If you are a Researcher, the following terms also apply:
          
          1. You or Alethios may terminate these Terms or any Order by written notice if the other party materially breaches these Terms or any Order and fails to cure that breach within 30 days of receiving written notice of that breach from the non-breaching party. 
          2. You may terminate any Order by providing notice to Alethios at hello@alethios.com; provided that you may not do so if (1) you have any active or ongoing Research Studies or any active Participants (including if you have any pending decisions or actions with respect to any user or any Participant) in each case arising out of or relating to the Order you desire to terminate, (2) you are not able to close or terminate any active or pending Research Study arising out of or relating to the Order you desire to terminate based on the features and functionalities available to you in the Services when you are using the Services in accordance with these Terms (including Section 11 (Acceptable Use Policy)), or (3) if doing so would violate any regulatory or legal requirements applicable to the Research Study or any terms or conditions applicable to the Research Study.
          3. Alethios may terminate these Terms or any Order Without Cause upon notice to you. “Without Cause” means any reason other than Researcher’s noncompliance with these Terms or any applicable laws. 
          4. Alethios may suspend your access to the Services if Alethios reasonably believes or determines (1) there is any actual or suspected security vulnerability or breach involving the Services or any related data, or (2) any acts or omissions by its suppliers, vendors, service providers, or the provider of any Third Party P&S, any loss or change in a supplier, vendor, or service provider relationship, or any change in applicable law, in each case could interfere with Alethios’ ability to perform its obligations under these Terms or the applicable Order. In any such case, Alethios will use reasonable efforts to provide written notice of any such suspension. Alethios will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Researcher may incur because of such a suspension.
          5. Alethios may, at its sole discretion, terminate these Terms or any Order, or suspend or terminate your access to any or all of the Services, at any time and without any liability or prior notice to you, arising from any noncompliance with these Terms and as otherwise set forth in these Terms. In connection with any such suspension or termination, Alethios may take legal action against you, including but not limited to, notification of your research institution or applicable regulatory agencies.
       2. Others. If you are not a Researcher, the following terms apply:
          
          If you violate any provision of these Terms, then your authorization to access the Services and these Terms automatically terminate. In addition, Alethios may, at its sole discretion, terminate these Terms or your account on the Services, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@Alethios.com. 
    3. Effect of Termination. 
       
       1. With respect to Researchers, when these Terms are terminated for any reason, all Orders will automatically terminate (but the expiration or termination of an Order will not affect any other Orders then in effect).
       2. Upon termination of these Terms:  your license rights will terminate and you must immediately cease all use of the Services;  you will no longer be authorized to access your account or the Services;  you must pay Alethios any unpaid amount that was due prior to termination and all payment obligations accrued prior to termination, and Sections 4.6(c) (Regulatory Compliance), 4.6(d) (Participant Consent), 4.6(g) (Publicity), 4.6(h) (Artificial Intelligence), 5.3 (Feedback), 6 (Certain Representations and Warranties), 7 (Ownership; Proprietary Rights), 14.3 (Effect of Termination), 15 (Indemnity), 16 (Disclaimers; No Warranties by Alethios), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous), will survive. You are solely responsible for retaining copies of any User Content you Post to the Services since upon termination of your account, you may lose access rights to any User Content you Posted to the Services. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Services using a different name, email address or other forms of account verification. 
       3. We offer refunds only to Researchers, and only in the following circumstances: If you are a Researcher and we terminate these Terms or any Order under Sections 14.2(a)(iii) or (iv), then you are entitled to a pro rata refund of any fees that you paid to Alethios in advance under all terminated Orders covering the portion of the Order term for each such terminated Order that was terminated; provided, however, that (i) Alethios has the right to deduct from any such refund all amounts spent or committed to be spent as of the termination date (including for the purchase of Assets, when applicable) in furtherance of the performance of its obligations under any and all terminated Order(s), and (ii) Alethios may retain and deduct from any refund any amounts owned to us.
    4. Modification of the Services. Alethios reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Alethios will have no liability for any change to the Services, including any paid-for functionalities of the Services, or any suspension or termination of your access to or use of the Services. 
15. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify Alethios, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Alethios Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these Terms, any use restrictions, representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party or between you and any other users (including, if you are a Researcher, any dispute with any Participant, and, if you are a Participant, any dispute with any Researcher); (e) if you are a Researcher, your Research Studies and Assets; (f) if you are a Participant, your misuse of an Asset or your misconduct as a Participant in a Research Study; or (g) your violation of applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
16. Disclaimers; No Warranties by Alethios
    
    1. THE SERVICES AND ALL MATERIALS, DATA, INFORMATION AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ALETHIOS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING:  ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ALETHIOS DOES NOT WARRANT THAT ANY PORTION OF THE SERVICES OR ANY MATERIALS, DATA, INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ALETHIOS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE INFORMATION ABOUT RESEARCH STUDIES POSTED ON THE SERVICES IS NOT VERIFIED BY ALETHIOS, AND ALETHIOS DOES NOT WARRANT THE ACCURACY OR USEFULNESS OF ANY SUCH INFORMATION. ALETHIOS DOES NOT WARRANT OR GUARANTEE THAT A PARTICIPANT WILL BE SELECTED FOR ANY RESEARCH STUDY POSTED ON THE SERVICES. ALETHIOS DOES NOT CERTIFY ANY RESEARCH STUDY OR STUDY RESULTS. ANY RELIANCE ON INFORMATION POSTED ON THE SERVICES IS STRICTLY AT PARTICIPANTS OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT PORTIONS OF THE SERVICES RELY ON AI TECHNOLOGY WHICH, BY NATURE, PRODUCES OUTPUTS OR RESULTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, USEFUL, OR ERROR FREE.
    2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY OF THE ALETHIOS ENTITIES, OR ANY MATERIALS, DATA, INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OF ANY KIND. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR ANY MATERIALS, DATA, INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES. ALETHIOS DOES NOT CONTROL AND IS NOT RESPONSIBLE OR LIABLE FOR ANY RESEARCH STUDY MADE AVAILABLE THROUGH THE SERVICES (INCLUDING ANY OUTCOMES OR RESULTS RELATED THERETO), INCLUDING DESIGN CHOICES, INFORMED CONSENT REQUIREMENTS, COMPENSATION TO PARTICIPANTS, ACTS OR OMISSIONS OF INVESTIGATORS OR OTHER PERSONNEL INVOLVED WITH ANY RESEARCH STUDY, ANY REQUIRED REGULATORY OVERSIGHT OR COMPLIANCE, OR WITH RESPECT TO ANY OTHER ISSUES OR LIABILITY ARISING OUT OF ANY RESEARCH STUDY. ALETHIOS IS NOT A HEALTHCARE PROVIDER OR A HEALTHCARE REGULATOR. IT IS RESEARCHER’S SOLE RESPONSIBILITY TO UNDERSTAND AND COMPLY WITH ANY REGULATORY OR LEGAL OBLIGATIONS ARISING FROM ITS CONDUCT OF A RESEARCH STUDY. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR SOLE RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, CONTENT, INFORMATION, OR MATERIAL.
    3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (DISCLAIMERS; NO WARRANTIES BY ALETHIOS) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Alethios does not disclaim any warranty or other right that Alethios is prohibited from disclaiming under applicable law.
17. Limitation of Liability
    
    1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ALETHIOS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, DATA, INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ALETHIOS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    2. EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ALETHIOS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE ARISING OUT OF OR UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO ALETHIOS FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR (B) $100 DOLLARS.
    3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Dispute Resolution and Arbitration
    
    THIS SECTION 18 DOES NOT APPLY TO RESEARCHERS. IF YOU ARE A RESEARCHER, YOU ARE SUBJECT TO SECTION 19.2 (Additional Dispute Resolution Terms).
    
    1. Generally. Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and Alethios agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
       
       YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ALETHIOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
       ‍
    2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:  bring an individual action in small claims court;  pursue an enforcement action through the applicable federal, state, or local agency if that action is available;  seek injunctive relief in a court of law in aid of arbitration; or to file suit in a court of law to address an intellectual property infringement claim.
    3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Alethios Inc., Attention: Legal Department – Arbitration Opt-Out, 1801 Bush St., 302, San Francisco, CA 94109 that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Alethios receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2(a). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
    4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Alethios. 
    5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Alethios’ address for Notice is: Alethios Inc., 1801 Bush St., 302, San Francisco, CA 94109. The Notice of Arbitration must:  identify the name or account number of the party making the claim;  describe the nature and basis of the claim or dispute; and set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Alethios may commence an arbitration proceeding. The payment of all fees will be governed by the AAA Rules.
    6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:  solely on the basis of documents submitted to the arbitrator;  through a telephonic or video hearing; or by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Alethios must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 
    7. Arbitration Relief. Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Alethios before an arbitrator was selected, Alethios will pay to you the higher of the amount awarded by the arbitrator and US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
    8. No Class Actions. YOU AND ALETHIOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 
    9. Modifications to this Arbitration Provision. If Alethios makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Alethios’ address for Notice of Arbitration, in which case your account with Alethios will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    10. Enforceability. If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Alethios receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2(a) will govern any action arising out of or related to these Terms. 

19. Miscellaneous
    
    1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, and, in the case of Researchers, including all Orders, are the entire and exclusive understanding and agreement between you and Alethios regarding your use of the Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and any rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. These Terms are governed by the laws of the State of California without regard to conflict of law principles. 
    2. Additional Dispute Resolution Terms. 
       
       1. You and Alethios submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara, County for resolution of any lawsuit or court proceeding permitted under these Terms, except that, for clarity, Researchers are subject to Section 19.2(b) and not this Section 19.2(a). 
       2. IF YOU ARE A RESEARCHER, YOU AGREE THAT BY ENTERING INTO THESE TERMS (OR ANY ORDERS), YOU ARE WAIVING YOUR RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. With respect to any dispute, claim or controversy between Researcher and Alethios, the parties shall resolve any such matter as follows: 
          
          1. Either such party may refer the matter to management-level representatives of the other party by written notice to the other party (the “Dispute Notice”). All negotiations conducted by such representatives shall be confidential and shall be treated as compromise and settlement negotiations for purposes of federal and state rules of evidence. If such matter has not been resolved by the parties within 30 days after delivery of the Dispute Notice (“Dispute Negotiation Failure Event”), then Section 19.2(b)(ii) applies.  
          2. Upon a Dispute Negotiation Failure Event, the applicable dispute, claim, or controversy arising out of or relating to these Terms (or any Orders) will be conclusively determined by a final and binding arbitration proceeding to take place in San Francisco County, California. Such proceeding will be conducted in English and administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a panel of one arbitrator chosen in accordance with such rules. The arbitrator will not award punitive or exemplary damages, and will not have the authority to limit, expand or otherwise modify the terms of these Terms (and all Orders). The ruling by the arbitrator may be entered in any court having jurisdiction over you or Alethios or any of their assets. You and Alethios will evenly split the cost of the arbitrator’s fees, but you and Alethios will each bear your own attorneys’ fees and other costs associated with the arbitration. You agree that this arbitration provision may be enforced by injunction or other equitable order, and no bond or security of any kind will be required with respect to any such injunction or order. In addition and notwithstanding anything to the contrary in these Terms or any Order, you or Alethios shall be entitled to take any necessary legal action, including, without limitation, seeking immediate injunctive relief from a court of competent jurisdiction, in order to protect intellectual property rights. Disputes must be brought to arbitration within the applicable period under law or they are waived. 

1. Privacy Policy. Please read the Alethios Privacy Policy https://www.alethios.com/privacy-policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Alethios Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
2. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services that specifically state they are made a part of these Terms (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. If there is any conflict or inconsistency between any Additional Terms and these Terms, these Terms will control to the extent of that conflict or inconsistency unless the Additional Terms expressly state otherwise.
3. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
4. Contact Information. The Services is offered by Alethios Inc., located at 80 Valencia Court, Portola Valley, California 94208. You may contact us by sending correspondence to that address or by emailing us at support@Alethios.com.
5. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
6. International Use. The Services is intended for visitors located within the United States. We make no representation that the Services is appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.
7. Government End Use. We provide the Services, and all related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as specified in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, then it must negotiate with us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in the applicable agreement.

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