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Alice Terms & Conditions

Last Updated:
•
December, 2023

‍TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT
1.1 Provision of Services

Subject to the terms of this Agreement, 11x AI Inc. ("Company") will use commercially reasonable efforts to provide ("Customer") with the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration or cancel passwords it deems inappropriate.

1.2 Technical Support

Subject to the terms herein, Company will provide Customer with reasonable technical support services in accordance with its standard support practices.

2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Restrictions on Use

Customer agrees not to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any related software, documentation, or data (“Software”).
  • Modify, translate, or create derivative works based on the Services or Software, except as expressly permitted by Company.
  • Use the Services or Software for timesharing, service bureau purposes, or otherwise for the benefit of a third party.
  • Remove any proprietary notices or labels from the Services or Software.
2.2 Compliance with Policies and Laws

Customer represents, warrants, and covenants that it will use the Services in compliance with:

  • Company’s standard published policies in effect at the time ("Policy").
  • All applicable laws and regulations.

Customer agrees to indemnify and hold harmless Company from any damages, losses, liabilities, settlements, and expenses (including attorneys' fees) arising from any claim related to Customer’s violation of this section. Company reserves the right to monitor Customer’s use of the Services and may prohibit any use that it deems (or is alleged to be) in violation of this section.

2.3 Customer’s Responsibilities

Customer is responsible for:

  • Procuring and maintaining any equipment and ancillary services necessary to connect to and use the Services, including but not limited to modems, hardware, servers, software, networking, and web servers (“Equipment”).
  • Maintaining the security of its Equipment, account credentials, and all usage under its account, whether authorized or unauthorized.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Confidentiality

Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may disclose confidential business, technical, or financial information ("Proprietary Information"). The Receiving Party agrees to:

  • Take reasonable precautions to protect such Proprietary Information.
  • Not use or disclose such Proprietary Information, except as necessary to perform the Services or as permitted by this Agreement.

This obligation does not apply to information that:
(a) Becomes publicly available through no breach of this Agreement.
(b) Was lawfully known to the Receiving Party prior to disclosure.
(c) Is lawfully disclosed by a third party without restriction.
(d) Is independently developed without use of Proprietary Information.
(e) Must be disclosed by law.

3.2 Ownership of Data and Intellectual Property
  • Customer Data: Customer retains ownership of all rights, title, and interest in Customer Data provided to Company.
  • Company’s Intellectual Property: Company retains all rights to:
    • The Services and Software, including modifications and enhancements.
    • Any intellectual property related to support and software development.
3.3 Data Use and Analytics

Company may collect and analyze data related to the use and performance of the Services. Company is free to:

  • Use such data to improve the Services.
  • Disclose aggregated or de-identified data in connection with its business.
4. PAYMENT OF FEES
4.1 Fees and Billing

Customer agrees to pay Company the fees specified in the Order Form (“Fees”). If Customer’s usage exceeds the agreed Service Capacity, additional fees may apply. Company reserves the right to adjust Fees at the end of the Initial Service Term or renewal term with 30 days’ notice.

If Customer disputes a charge, it must notify Company within 30 days of the invoice date.

4.2 Invoicing and Late Payments
  • Company may bill through invoices, requiring full payment within 30 days of the invoice date.
  • Late payments may incur a 1.5% monthly finance charge or the maximum permitted by law, plus collection costs.
  • Non-payment may result in immediate termination of Services.
5. TERM AND TERMINATION
5.1 Term

This Agreement remains in effect for the Initial Service Term specified in the Order Form and will automatically renew for successive terms unless either party provides 30 days' written notice before renewal.

5.2 Termination for Cause

Either party may terminate this Agreement with 30 days’ notice (or immediately for non-payment) if the other party materially breaches the Agreement and fails to cure such breach within 60 days of notice.

5.3 Effect of Termination
  • Customer will pay for all Services provided up to the termination date.
  • No refunds will be issued for any previously paid Fees.
  • Provisions related to payment, confidentiality, warranties, and liability will survive termination.
6. WARRANTY AND DISCLAIMER

Company will use reasonable efforts to maintain the Services with minimal errors and interruptions. However:

  • Scheduled maintenance or emergency maintenance may cause temporary downtime.
  • The Services are provided "as is", without warranties of uninterrupted service, fitness for a particular purpose, or non-infringement.
7. LIMITATION OF LIABILITY

Company and its suppliers shall not be liable for:

  • Errors, data corruption, or loss of business.
  • Any indirect, incidental, or consequential damages.
  • Any event beyond Company’s reasonable control.
  • Aggregate damages exceeding the total Fees paid by Customer in the 12 months prior to the claim.
8. MISCELLANEOUS
8.1 Severability

If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary while maintaining enforceability of the remaining provisions.

8.2 Assignment
  • Customer may not assign this Agreement without Company’s written consent.
  • Company may assign its rights and obligations freely.
8.3 Entire Agreement

This Agreement supersedes all prior agreements and can only be modified in writing signed by both parties.

8.4 Relationship of the Parties

This Agreement does not create an agency, partnership, or joint venture. Customer may not bind Company in any manner.

8.5 Notices

All notices must be in writing and are considered given when:

  • Delivered personally.
  • Confirmed by electronic transmission.
  • Sent via recognized overnight courier or certified mail.
8.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company's principal place of business is located, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of any disputes arising out of or relating to this Agreement.

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Version 1.0: March 5th, 2025