ALAN AI, INC.
TERMS OF SERVICE

Effective Date: May 25, 2021

Please carefully read these Terms of Service (or “Agreement”) and the Alan AI Privacy Policy located at www.alan.app/privacy-policy, which is incorporated into these Terms of Service by this reference.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. BY USING THE SERVICES, YOU AGREE TO THESE TERMS OF SERVICE, OUR PRIVACY POLICY, AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE OR SUBSCRIBE TO THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

AUTO-RENEWAL NOTICE: SOME OF ALAN AI’S SUBSCRIPTIONS FOR VOICE SERVICES ARE AUTO-RENEWING ON A RECURRING BASIS. THIS MEANS THAT WE WILL BILL THE CREDIT CARD THAT YOU PROVIDE TO US UPON YOUR INITIAL PURCHASE AND ON A RECURRING BASIS AT THE BEGINNING OF EACH RENEWAL PERIOD. BY SIGNING UP FOR RECURRING SUBSCRIPTION PLANS, YOU AUTHORIZE RECURRING CHARGES TO YOUR CREDIT CARD. Please see other terms below in Section 4 (“Fees”) regarding your subscription to the Voice Services, including with regard to terminating your subscription.

1. Definitions

   “Alan AI Platform” means the platform that delivers the Voice Services.

   “Content” means, collectively, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, and computer code in the Services.

   “Customer” means the entity that enters into this Agreement and subscribes to Voice Services.

   “Customer Data” means any data, information, or material that Customer’s Users submit to the Voice Services in the course of using the Voice Services.

   “Customer Policies” means terms and conditions of use and privacy policy in connection with the Customer Site.

   “Customer Site” means Customer’s application or website that integrates the Alan AI Platform.

   “GDPR” means the European Union’s General Data Protection Regulation.

   “Linked Sites” means any links from the Services to other independent third-party websites.

   “Services” means, collectively, the Voice Services, Alan AI’s applications, training materials and the Website.

   “Submission” means any submission, feedback, comments, or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag).

   “Users” means Customer’s authorized users and personnel who utilize the Alan AI Platform via the Customer Site.

   “Voice Services” means voice-to-text processing and voice overlay services that are integrated into a Customer Site but excludes the Customer Site and the Customer content on the Customer Site.

   The term “you” means Website visitors, Customer, and the individual accepting these Terms of Service on behalf of any legal entity.

   “Website” means Alan AI’s website located at www.alan.app.

2. Proprietary Rights

   1. Unless otherwise noted, the Services and Content, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services are owned, controlled, or licensed by or to Alan AI and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms of Service, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website or another medium for publication or distribution or for any commercial enterprise, without Alan AI’s express prior written consent.
   2. As between Customer and Alan AI, Customer owns the Customer Data. Customer, and not Alan AI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Alan AI shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Alan AI provides its Voice Services to Customer as a “processor” of any personal data of Customer’s Users, as such term is defined under GDPR.
   3. Certain third-party software tools included in or with the Services are open-source tools not provided by or warranted by Alan AI and to which any restrictions stated in these Terms of Service do not apply. In addition, certain open source components are licensed to Alan AI under an open-source license; such components are excluded from any licensing fee charged by Alan AI for any of its Services.
   4. You acknowledge and agree that any Submission is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms, and is submitted by you in compliance with these Terms of Service. Submissions that constitute feedback, comments, or suggestions will be the sole and exclusive property of Alan AI and you hereby irrevocably assign to us all of your rights, title, and interest in and to all such Submissions, and Alan AI shall have an unrestricted, irrevocable, worldwide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant Alan AI an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms of Service.
   5. Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by Alan AI and that the information is submitted to Alan AI in compliance with all applicable laws.

3. License. Alan AI hereby grants to Customer, for the term of Customer’s Voice Services subscription, a non-exclusive, non-transferable, non-sublicensable right and license to use the Voice Services and integrate the Voice Services into the Customer Site for use solely by its authorized Users, subject to the terms of this Agreement. Alan AI reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder and the provisions related to open source components.

4. Fees

   1. By subscribing to the Voice Services, you agree to pay the fees for the Voice Services and any applicable taxes. You will be presented with the subscription options, the amount of the associated fees, and whether the subscription is recurring prior to processing the transaction. Except as expressly set forth herein, all fees are non-cancelable and non-refundable.
   2. Subscription fees are subject to change. If we change our rates, we will provide notice to you in advance of your renewal period and give you an opportunity to cancel.
   3. Alan AI uses a third party not affiliated with us to process payments. You agree that the third-party processor is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems. You may be subject to additional terms of use and/or privacy policies of the third-party processor when you purchase our Voice Services.
   4. As noted above, fees for some of our subscription plans are auto-renewing on a recurring basis. You hereby authorize recurring charges to the payment card that you provide to us. We will bill your payment card upon your initial purchase (or at the end of a free trial if applicable) and on a recurring basis at the beginning of your new renewal period. You agree that Alan AI will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under these Terms of Service. You are responsible for letting us know immediately if you suspect any unauthorized use of your credit card or login credentials.
   5. If we cancel your subscription for a reason other than for cause (such as your breach of these Terms of Service), we will issue you a refund for your unused portion of your subscription.
   6. From time to time we may offer free trials to, or introductory pricing for, the subscriber content. These offers are available to you only if you have not previously been a subscriber to Voice Services. If you respond to a free trial or introductory pricing offer but do not qualify, we reserve the right to reject your order.
   7. You agree to keep your account and payment information current at all times. To make changes to your payment or account information, please contact us at sales@alan.app or make changes in your account settings.

5. Use of Services; Acceptable Use Policy

   1. Alan AI supports different types of accounts for Voice Services: (a) Developer accounts on Alan AI Studio, which includes web-based IDE on the Alan AI Platform, to develop, implement and maintain the voice experiences for the Customer Site Users; and (b) Enterprise accounts, which includes the use of the Alan AI Studio to deploy and maintain Customer’s customized AI assistants on the Alan AI Platform.
   2. Developers of the Customer Site will need to register and set up an account to order and implement the Voice Services.
   3. You agree to accurately maintain and update any information about yourself that you have provided to Alan AI. You also agree to immediately notify us of any unauthorized use of your username, password, or any other breach of security that you become aware of involving or relating to the Services by emailing Alan AI at sales@alan.app. In addition, you agree to keep confidential your username and password and to exit from your user account at the end of each session. Alan AI explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.
   4. Customer represents and warrants that: (a) its use of the Services will comply with all applicable federal, state, and local laws and regulations, including those laws and regulations regarding data protection and privacy; (b) it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data; and (c) the Customer Site and all content on the Customer Site, including Customer’s name, logo and all marks, shall not infringe any intellectual property right of any third party.
   5. Customer shall be responsible for all use of the Services by its Users.
   6. Customer shall be responsible for implementing its Site and posting appropriate Customer Policies that are consistent with, and no less protective of Alan AI than contained in, these Terms of Service. Customer and the Customer Policies shall comply with all laws, rules, and regulations applicable to Customer, including without limitation, those related to data protection and privacy and copyright laws. Notwithstanding the generality of the foregoing, Customer shall ensure that the Customer Site does not collect any personal data other than in compliance with all laws, rules, and regulations. All such Customer Policies shall accurately reflect Customer’s data handling practices and be affirmatively agreed to by Customer’s Users.
   7. In connection with your use of the Services, you agree that you will not, and you shall ensure that your Users (as applicable) will not:
      1. post, upload, publish, submit or transmit any material that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances;
      2. interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
      3. violate any local, state, provincial, national, or other law or regulation, or any order of a court;
      4. “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;
      5. display, mirror, or frame the Services, or any individual element within the Services, Alan AI’s name, any Alan AI trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Alan AI’s express written consent;
      6. access, tamper with, or use non-public areas of the Services, Alan AI’s computer systems, or the technical delivery systems of Alan AI’s providers;
      7. attempt to probe, scan, or test the vulnerability of any Alan AI system or network or breach any security or authentication measures;
      8. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Alan AI or any of Alan AI’s providers or any other third party (including another user) to protect the Services or any of the content on the Services;
      9. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or
      10. advocate, encourage or assist any third party in doing any of the foregoing.
   8. Any conduct by a Customer or any of its Users that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited.
   9. Alan AI reserves the right, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services at any time; (b) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (c) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

6. Copyright Policy

   We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

   • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
   • description of the copyrighted work that you claim has been infringed;
   • description of the material that you claim is infringing and where it is located on the Services;
   • identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
   • your address, telephone number, and email address;
   • statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
   • statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

   You can contact our Copyright Agent via email at sales@alan.app or by mail at Copyright Agent, c/o Alan AI, Inc., 1290 Reamwood Avenue, Suite B, Sunnyvale, CA 94089.

   Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such an investigation.

7. Term; Suspension; Termination

   1. Should you wish to cancel your subscription, please let us know in advance of your renewal date by contacting us at sales@alan.app or using any self-service tools in your account settings. You must cancel your subscription before it renews in order to avoid billing subscription fees for the renewal term to your credit card. We reserve the right to issue refunds at our sole discretion. If we provide a refund, we are not obligated to do so again in the future.
   2. Alan AI may terminate your use of the Services or any of our features if we discontinue the Services. Alan AI may also, in its sole discretion, without prior notice and to the extent applicable, suspend or terminate your and your Users’ access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Service (including for non-payment of fees) or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Service will cause irreparable harm to Alan AI for which monetary damages would be inadequate, and you consent to Alan AI obtaining any injunctive or equitable relief that Alan AI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Alan AI may have at law or in equity.
   3. With respect to any termination or cancellation of this Agreement, you shall remain responsible for any fees, costs, or expenses incurred prior to termination of this Agreement. Additionally, you shall be responsible for, and you agree to pay, any legal fees, court costs, or expenses associated with enforcing the terms of this Agreement, whether upon termination or otherwise.
   4. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, Submissions, disclaimers, limitation of liability, resolution of disputes, indemnity, and jurisdictional issues shall survive any such termination or any other termination of this Agreement.

8. Disclaimers; Limitation of Liability

   1. THE SERVICES AND ALL TOOLS AND CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
   2. The above disclaimer applies to any damages, liability, or injuries, whether for breach of contract, tort, negligence, or any other cause of action.
   3. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT, AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, WILL ALAN AI OR ITS THIRD PARTY LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ALAN AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ALAN AI’S LIABILITY TO YOU FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, EXCEED $1,000.00. YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.

9. Indemnity. You agree to indemnify and hold Alan AI harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Alan AI by any third party (including any governmental or regulatory authority) due to or arising out of or in connection with: (a) your access to or use of the Services; (b) your violation of these Terms of Service or any applicable law or regulation; (c) your violation of any rights of any third party; or (d) any disputes or issues between you and any third party (including your Users).

10. Governing Law; Dispute Resolution. You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the State of California excluding (a) its conflicts of law principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods, and any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Service or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. The prevailing party in any dispute, whether or not suit is brought, shall be entitled to an award of its reasonable attorneys’ fees actually incurred. YOU AGREE THAT NO CLASS ACTION MAY BE PURSUED OR MAINTAINED WITH RESPECT TO ANY DISPUTE REGARDING THESE TERMS OF SERVICE OR USE OF THE SERVICES.

11. Users Outside of the United States.

    1. Alan AI and the Services are headquartered in the United States, although our cloud platform has servers in the European Union and Asia for our non-U.S. customers. While the Services are accessible worldwide, not all features, products, or services discussed, referenced, provided, or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.
    2. Canada. The parties declare that they have required that these Terms of Service and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

12. Miscellaneous

    1. The Services may contain Linked Sites, which are provided solely as a convenience to our users. Such Linked Sites are not under Alan AI’s control, and Alan AI is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
    2. You may preserve these Terms of Service in written form by printing it for your records, and you waive any other requirement that these Terms of Service be evidenced by a written document.
    3. You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
    4. All provisions of these Terms of Service are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
    5. These Terms of Service, together with the Privacy Policy and any other legal notices published by Alan AI, constitute the entire agreement between you and Alan AI with regard to your use of the Services. Alan AI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time upon notice to you. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. If you do not agree with the modified terms, you may cancel your subscription. We last modified this Agreement on the date listed at the top of these Terms of Service.
    6. Alan AI’s failure to insist on or enforce strict performance of these Terms of Service shall not be deemed a waiver by Alan AI of any provision or any right it has to enforce these Terms of Service. Any such waiver must be in writing in order to be effective. Except as expressly set forth herein, these Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.
    7. This Agreement is binding on the parties hereto and their respective successors and permitted assigns. The customer may not assign this Agreement without the prior written consent of Alan AI. Any assignment in violation of this section is void.
    8. Alan AI’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control, including but not limited to, acts of God, war, strikes, fires, floods, governmental restrictions, power failures, pandemics, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement. In the event that Alan AI is not able to provide Services during such an event, during such period Customer’s obligation to pay for the Services shall be suspended.
    9. No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the terms and conditions of this Agreement.
    10. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Alan AI as a result of this Agreement or use of the Services.
    11. Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Questions and Contact Information

Please contact us if you have any questions about our Terms of Service. You may contact us by sending correspondence to the address below or by emailing us at sales@alan.app.

Alan AI, Inc.
1290 Reamwood Avenue, Suite B
Sunnyvale, CA 94089