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ALETHRA™ TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING ANY ALETHRA SERVICES. YOUR ACCESS TO AND USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SEE SECTION 17). BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.


1. Introduction and Scope

These Terms of Use (these “Terms”) constitute a legally binding agreement between you, whether an individual or an entity (“you,” “your,” or “User”), and Alethra Inc., a Delaware corporation, with its principal offices located in Detroit, Michigan (“ALETHRA,” “we,” “us,” or “our”). These Terms govern your access to and use of the ALETHRA platform, including all websites (including alethra.com), digital interfaces, mobile applications, artificial intelligence (“AI”) agents (including ALETHA), hardware products, cloud services, and any other related technologies, features, tools, or services made available by ALETHRA (collectively, the “Services”).

By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all documents and policies incorporated herein by reference, including our Privacy Policy, available at alethra.com/privacy. If you are accessing or using the Services on behalf of a company, organization, government agency, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and all references to “you” or “your” in these Terms shall refer to that entity.

2. Changes to Terms and Services

We reserve the right, at our sole discretion, to modify or update these Terms at any time. When we make changes, we will update the “Last Updated” date at the top of these Terms and will use commercially reasonable efforts to notify you of material changes through the Services, by email, or by other appropriate means. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue your use of the Services immediately.

We may also modify, suspend, update, or discontinue any aspect, feature, or functionality of the Services, in whole or in part, at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Eligibility

To access or use the Services, you must: (a) be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if greater; (b) have full legal capacity and authority to enter into a binding agreement; (c) not be located in, or a citizen or resident of, any jurisdiction where the use of the Services would violate applicable law or where ALETHRA is prohibited from offering the Services; (d) not be on any applicable sanctions or prohibited persons list maintained by the United States government or any other relevant governmental authority; and (e) comply at all times with these Terms and all applicable laws, rules, and regulations.

The Services are not intended for or directed at children under the age of eighteen (18). ALETHRA does not knowingly collect personal information from children under eighteen. If we learn that we have collected personal information from a child under eighteen, we will take steps to delete such information promptly.

4. User Accounts

4.1 Account Registration

Certain features of the Services may require you to register for an account (“Account”). When registering for an Account, you agree to: (a) provide truthful, accurate, current, and complete information as required; and (b) maintain and promptly update your Account information to keep it truthful, accurate, current, and complete, including your email address. You must keep your Account email address current and monitored at all times.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including your password. You agree to accept full responsibility for all activities that occur under your Account, whether or not authorized by you. You must immediately notify ALETHRA at legal@alethra.com of any unauthorized use of your Account or any other breach of security. ALETHRA will not be liable for any loss or damage arising from your failure to protect your Account credentials.

4.3 Account Restrictions

You may not sell, trade, transfer, or assign your Account or any rights associated with it to any other person or entity without ALETHRA’s prior written consent. We reserve the right, in our sole discretion, to refuse registration, suspend, or terminate any Account at any time, for any reason or no reason, without liability.

4.4 Electronic Communications

By creating an Account, you consent to receive communications from ALETHRA electronically, including via the email address associated with your Account, through in-app notifications, or by posting on the Services. You agree that all notices, agreements, disclosures, and other communications that ALETHRA sends to you electronically satisfy any legal communication requirements, including any requirement that such communications be in writing. While you may opt out of promotional communications, we reserve the right to send informational or administrative notices regarding your Account and the Services as permitted by law, including the CAN-SPAM Act.

5. Use of Services; License

5.1 License Grant

Subject to your compliance with these Terms, ALETHRA grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business or personal purposes, as applicable, and in accordance with these Terms and any applicable documentation we make available (“Documentation”). This license does not include any rights not specifically enumerated herein, and all rights not expressly granted are reserved by ALETHRA.

5.2 Acceptable Use

You agree to use the Services lawfully, responsibly, and in accordance with these Terms and all applicable laws, rules, and regulations, including without limitation consumer protection, privacy, anti-spam, export control, sanctions, anti-money laundering (AML), and anti-corruption laws. Without limiting the generality of the foregoing, you agree that you will not, and will not permit any third party to:

  1. Use the Services for any unlawful, fraudulent, deceptive, or harmful purpose;
  2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of any aspect of the Services;
  3. Copy, modify, adapt, translate, create derivative works of, distribute, sell, lease, rent, sublicense, or otherwise transfer or make available the Services or any portion thereof to any third party, except as expressly permitted in these Terms;
  4. Use any automated tools, robots, spiders, crawlers, scrapers, or similar data-gathering or extraction methods to access, collect, or copy any content or data from the Services;
  5. Interfere with, disrupt, damage, or compromise the integrity, security, or performance of the Services or any servers, networks, or systems connected thereto;
  6. Attempt to gain unauthorized access to any portion of the Services, other Accounts, or any systems or networks connected to the Services;
  7. Upload, transmit, or distribute any viruses, malware, worms, Trojan horses, or other harmful or disruptive code;
  8. Remove, alter, or obscure any proprietary notices, trademarks, labels, or branding from the Services;
  9. Use the Services to stalk, harass, bully, defame, threaten, or harm any person;
  10. Use the Services in any manner that could overburden, impair, or disable the infrastructure of the Services;
  11. Use the Services, or any output thereof, for purposes that violate any applicable export control, sanctions, anti-money laundering, or anti-corruption laws;
  12. Use the Services to generate, submit, or feed any content or data into any artificial intelligence system, large language model, or machine learning tool for the purpose of creating an alternative or competing product or service;
  13. Circumvent or disable any security or access controls or probe, scan, or test the vulnerability of any systems or networks;
  14. Use the Services to violate another’s intellectual property or publicity/privacy rights, or to post unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable content.

The final determination of whether any activity violates these Terms is at ALETHRA’s sole discretion.

6. Intellectual Property

6.1 ALETHRA Intellectual Property

All rights, title, and interest in and to the Services, including all content, materials, designs, software, algorithms, models, data structures, hardware designs, methodologies, Documentation, trademarks, service marks, trade names, logos, and other intellectual property embodied therein or associated therewith (collectively, “ALETHRA IP”), are and shall remain the sole and exclusive property of ALETHRA Inc. and its licensors.

Without limiting the foregoing, ALETHA, ALETHRA Clarity AI, ALETHRA SCAN, ALETHRA SENSE, ALETHRA ENV, ALETHRA FLOW, ALETHRA NODE, ALETHRA MOBIL, ALETHRA CLOUD, MyALETHRA, ALETHRA ENTERPRISE, ALETHRA CERTIFIED, ALETHRASCAN, ALETHRACAM, ALETHRACLOUD, ALETHRAAI, ALL-SCRATCH!, and all related trademarks, trade dress, and logos are the registered or unregistered trademarks of ALETHRA Inc. Unauthorized use of any ALETHRA IP is strictly prohibited and may result in civil and criminal penalties.

ALETHRA’s technology is protected by patents, trademarks, copyrights, trade secrets, and other intellectual property rights under the laws of the United States and other jurisdictions. Nothing in these Terms shall be construed as granting any license or right to use any ALETHRA IP, except as expressly set forth herein.

6.2 User Content and Feedback

If you upload, submit, or otherwise make available any content, data, feedback, suggestions, ideas, or materials through the Services (“User Content”), you represent and warrant that you have all necessary rights to do so and that your User Content does not infringe, violate, or misappropriate any third party’s intellectual property, privacy, publicity, or other rights. You retain ownership of your User Content, subject to the license granted below.

You grant ALETHRA a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, adapt, publish, display, distribute, and create derivative works of your User Content for the purpose of operating, improving, and providing the Services, including for AI model training and development, subject to our Privacy Policy. You may opt out of your User Content being used for AI model training by contacting us at ai-compliance@alethra.com.

Any feedback, suggestions, comments, or ideas you provide to ALETHRA regarding the Services (“Feedback”) may be freely used by ALETHRA for any lawful purpose without obligation, compensation, or attribution to you. You hereby grant ALETHRA a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose.

6.3 Copyright Infringement; DMCA Policy

If you believe that any content available on or through the Services infringes a copyright you own or control, you may notify ALETHRA’s designated agent by emailing legal@alethra.com with the following information:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
  4. Your contact information;
  5. A statement that you have a good-faith belief that use of the material is not authorized;
  6. A statement that the information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner.

We may remove or disable access to allegedly infringing material and terminate repeat infringers in appropriate circumstances.

7. AI Technology Disclaimer

7.1 Nature of AI Services

ALETHA and other AI-powered features within the Services (collectively, “AI Features”) are real-time intelligence tools designed to process and interpret multi-sensor data. The AI Features are intended to assist with material verification, contamination detection, environmental monitoring, identity confirmation, and related clarity functions.

ALETHA is an AI system, not a human being, and is not a substitute for professional judgment or advice. The AI Features do not provide, and shall not be construed as providing, medical advice, legal advice, financial advice, regulatory compliance determinations, or any other form of professional counsel.

Outputs generated by the AI Features are intended to supplement, not replace, the judgment of qualified professionals. You should always consult with appropriate licensed professionals before making decisions based on any information provided by the AI Features, particularly in healthcare, pharmaceutical, food safety, agricultural, and manufacturing contexts.

7.2 AI Limitations and Emerging Technology Risk

You acknowledge and agree that AI and machine learning technologies are rapidly evolving and experimental in nature. The AI Features may:

  1. Produce results that are inaccurate, incomplete, or unreliable;
  2. Contain undiscovered defects, errors, or limitations;
  3. Behave unpredictably in new, unusual, or untested conditions;
  4. Not have been tested across all possible scenarios or environmental conditions; and
  5. Produce unexpected results without warning.

Past performance of the AI Features does not guarantee or predict future results. The AI Features require human oversight and should not be relied upon as the sole basis for any decision, particularly decisions that may affect health, safety, or regulatory compliance.

ALETHRA is not responsible for any loss, harm, or damage resulting from reliance on AI-generated outputs without appropriate independent verification and professional oversight.

7.3 AI Compliance and Accountability

ALETHRA is committed to responsible AI development and deployment. Our AI systems are designed with explainable outputs, human-readable decision layers, and accountability safeguards.

ALETHRA does not use automated decision-making that produces legal or significant effects on individuals without human oversight. For questions or concerns regarding AI compliance, contact ALETHRA’s AI Compliance Officer at ai-compliance@alethra.com.

8. Beta Participation

8.1 Beta Programs

ALETHRA may, from time to time, offer beta programs, early access features, pilot deployments, or experimental functionality (“Beta Services”). Participation in any Beta Services is voluntary and subject to the terms of this Section 8 in addition to all other provisions of these Terms.

8.2 Beta Acknowledgments

By participating in any Beta Services, you acknowledge and agree that:

  1. Beta Services may include untested, experimental, or incomplete features and may not perform at the level of commercially released products or services;
  2. The performance, stability, accuracy, and reliability of Beta Services, including any AI outputs generated through Beta Services, may vary and may not be representative of final product quality;
  3. Beta Services may be modified, suspended, or discontinued at any time without prior notice;
  4. ALETHRA may terminate your participation in any Beta Services at any time, for any reason or no reason; and
  5. Beta Services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranty of any kind.

8.3 Feedback During Beta

Feedback you provide during participation in Beta Services may be used by ALETHRA for product improvement, AI training, and development purposes in accordance with Section 6.2 of these Terms.

All Beta data is processed securely under the privacy and security standards described in our Privacy Policy.

9. Enterprise and Regulatory Use

9.1 Enterprise Deployments

ALETHRA ENTERPRISE solutions are designed for deployment in hospitals, farms, factories, laboratories, construction sites, logistics networks, government agencies, and other enterprise environments.

Enterprise deployments may be subject to additional terms, service level agreements, or master service agreements negotiated separately between ALETHRA and the enterprise customer. In the event of a conflict between these Terms and any separately negotiated enterprise agreement, the enterprise agreement shall control.

9.2 Regulatory Alignment

ALETHRA does not guarantee that use of the Services will ensure compliance with any specific law, regulation, or standard applicable to your industry, operations, or jurisdiction. You are solely responsible for determining and ensuring your own regulatory compliance. ALETHRA is not a substitute for your independent compliance obligations.

ALETHRA is not a covered entity or business associate under the Health Insurance Portability and Accountability Act of 1996 unless the parties have executed a separate Business Associate Agreement (“BAA”). You agree not to submit protected health information to the Services unless a BAA is in place.

9.3 No Regulatory Certification

Unless separately and expressly certified in writing by ALETHRA and the applicable regulatory body, use of the Services does not constitute or confer any regulatory certification, approval, or endorsement.

The ALETHRA CERTIFIED designation is a proprietary ALETHRA standard of clarity and does not represent certification by any governmental or third-party regulatory authority unless otherwise specified.

10. Privacy and Data Protection

10.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, available at alethra.com/privacy, which is hereby incorporated into these Terms by reference.

By using the Services, you consent to the collection, use, storage, sharing, and processing of your information as described in the Privacy Policy.

10.2 Data Processing and International Transfers

We process personal data as described in our Privacy Policy. We may use third-party service providers and subprocessors and may transfer data internationally, including to the United States, in compliance with applicable law.

Where required, we will implement appropriate data transfer mechanisms, including Standard Contractual Clauses or other safeguards as required under applicable data protection laws.

10.3 Security

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services.

However, no method of transmission over the Internet, or method of electronic storage, is 100% secure, and we cannot guarantee absolute security.

10.4 Data Retention and Deletion

We retain personal data and interaction logs for as long as necessary to provide the Services, comply with legal obligations, resolve disputes, and enforce our agreements.

You may request deletion of your account or certain data pursuant to our Privacy Policy and Data Deletion page available via the Services.

10.5 AI Interaction Data

Interactions with ALETHA and other AI Features may be recorded, stored, and analyzed to improve AI performance, accuracy, and reliability.

All AI interaction data is processed securely and in accordance with the privacy standards described in our Privacy Policy.

You may opt out of having your AI interaction data used for model training by contacting ai-compliance@alethra.com.

11. Third-Party Services

The Services may contain links to, integrations with, or rely upon software, products, platforms, or services operated by third parties (“Third-Party Services”).

ALETHRA does not control and is not responsible for the operation, availability, content, privacy practices, or security of any Third-Party Services.

Your use of any Third-Party Services is at your own risk and is subject to the terms, conditions, and policies of the applicable third-party provider.

ALETHRA makes no representations or warranties with respect to any Third-Party Services, and ALETHRA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Services.

12. Fees and Payment

12.1 Service Fees

Certain features of the Services may require payment of fees, including one-time purchase fees, subscription fees, or enterprise licensing fees (“Fees”).

All applicable Fees will be communicated to you prior to your purchase or subscription and are non-refundable except as required by applicable law or as otherwise expressly stated by ALETHRA in writing.

12.2 Subscription Renewals

If you subscribe to any recurring paid Services, your subscription will automatically renew for successive terms unless you cancel before the end of the then-current term.

You authorize ALETHRA and its payment processors to charge all applicable Fees, taxes, and charges to your designated payment method on file.

12.3 Price Changes

ALETHRA reserves the right to change the Fees for any Services with advance notice to you.

Any price changes will become effective on the next renewal term following the notice. Your continued use of the paid Services after the effective date of a price change constitutes your acceptance of the new Fees.

12.4 Taxes

You are responsible for all applicable taxes, duties, levies, and similar assessments associated with your use of the Services, except for taxes based solely on ALETHRA’s income.

ALETHRA may collect and remit applicable taxes where required by law.

12.5 Trials; Refunds

From time to time, we may offer trials or promotional periods for certain features.

Unless otherwise stated in writing, trials convert to paid subscriptions at the end of the trial period and standard billing terms apply. Except as required by law or expressly stated by ALETHRA in writing, all Fees are non-refundable.

13. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, INCLUDING ALL ALETHRA IP, CONTENT, AI FEATURES, HARDWARE, SOFTWARE, AND DOCUMENTATION, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALETHRA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, TIMELINESS, AND WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ALETHRA MAKES NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS, OUTPUTS, OR DATA OBTAINED THROUGH THE SERVICES, INCLUDING OUTPUTS FROM ALETHA OR ANY OTHER AI FEATURES, WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ALETHRA IS A TECHNOLOGY PROVIDER AND NOT A MEDICAL, LEGAL, FINANCIAL, REGULATORY, OR OTHER PROFESSIONAL SERVICES FIRM. NOTHING ON OR IN THE SERVICES CONSTITUTES OR SHOULD BE CONSTRUED AS PROFESSIONAL ADVICE OF ANY KIND, NOR AS A SUBSTITUTE FOR THE JUDGMENT OF QUALIFIED PROFESSIONALS.

THE SERVICES ARE CONTROLLED AND OPERATED FROM THE UNITED STATES. ALETHRA MAKES NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS. IF YOU ACCESS THE SERVICES FROM OUTSIDE THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALETHRA, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “ALETHRA PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ANY ALETHRA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE ALETHRA PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM: (A) YOUR RELIANCE ON ANY AI-GENERATED OUTPUT, VERIFICATION RESULT, DETECTION ALERT, OR OTHER INFORMATION PROVIDED BY THE SERVICES WITHOUT INDEPENDENT PROFESSIONAL VERIFICATION; (B) ANY DECISION MADE, ACTION TAKEN, OR ACTION NOT TAKEN BASED ON THE SERVICES; (C) ANY FAILURE OF THE SERVICES TO DETECT CONTAMINATION, MISIDENTIFICATION, COUNTERFEIT GOODS, OR OTHER CONDITIONS; (D) ANY THIRD-PARTY SERVICES, HARDWARE, SOFTWARE, OR NETWORK FAILURES; OR (E) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ALETHRA PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT YOU PAID TO ALETHRA FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00).

THE LIMITATION OF LIABILITY SET FORTH HEREIN REFLECTS A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN YOU AND ALETHRA AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ALETHRA. THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to indemnify, defend, and hold harmless the ALETHRA Parties from and against any and all claims, demands, actions, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms or any applicable law, rule, or regulation; (c) your User Content or any content you submit, post, or transmit through the Services; (d) your violation or infringement of any rights of a third party, including intellectual property rights, privacy rights, or publicity rights; (e) any harmful, fraudulent, deceptive, or illegal act toward any other user of the Services or any third party; or (f) any breach of your representations and warranties set forth in these Terms.

ALETHRA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify ALETHRA, and you agree to cooperate with ALETHRA’s defense of such claims. ALETHRA will use reasonable efforts to notify you of any claim, action, or proceeding subject to this indemnification upon becoming aware of it. You agree not to settle any claim against ALETHRA without ALETHRA’s prior written consent.

16. Confidentiality

“Confidential Information” means any non-public information disclosed by a party to the other party (the “Receiving Party”) that is marked or otherwise identified as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, product, financial, and personal data.

The Receiving Party will: (a) use Confidential Information only as necessary to perform its obligations under these Terms; (b) not disclose Confidential Information to any third party except to its affiliates, employees, contractors, and professional advisors who need to know such information and are bound by confidentiality obligations at least as protective; and (c) protect Confidential Information using measures no less protective than those it uses to protect its own similar information, but in no event less than a reasonable standard of care.

The obligations in this Section do not apply to information that: (i) is or becomes publicly available through no breach; (ii) was known to the Receiving Party before disclosure; (iii) is independently developed without use of or reference to the Confidential Information; or (iv) is rightfully received from a third party without duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt notice (where legally permitted) and cooperates to seek protective treatment.

17. Dispute Resolution; Arbitration

17.1 Agreement to Arbitrate

You and ALETHRA agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the Privacy Policy (each, a “Dispute”) shall be resolved exclusively by final and binding arbitration on an individual basis, rather than in court, except as set forth in this Section 17.

This agreement to arbitrate is intended to be broadly interpreted and includes, without limitation, claims arising under federal, state, or local law and claims that arose before the existence of these Terms.

17.2 Small Claims Exception

Notwithstanding Section 17.1, either party may bring an individual action in a small claims court of competent jurisdiction for Disputes within the jurisdictional limits of that court, provided that the action remains in small claims court and is not removed or transferred to a court of general jurisdiction.

17.3 Arbitration Rules and Procedures

Arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) under its Comprehensive Arbitration Rules and Procedures then in effect.

The arbitration shall be conducted by a single arbitrator with relevant experience, selected by agreement of the parties or, if the parties cannot agree, appointed in accordance with JAMS rules.

The seat of arbitration shall be Detroit, Michigan. The language of the arbitration shall be English. The arbitration shall be confidential to the extent permitted by law.

17.4 Informal Dispute Resolution

Before initiating arbitration, you agree to first attempt to resolve any Dispute informally by contacting ALETHRA at legal@alethra.com with a written description of the Dispute, including relevant facts and your requested relief.

ALETHRA will attempt to resolve the Dispute informally within sixty (60) days of receiving your notice. If the Dispute is not resolved within that period, either party may proceed to arbitration.

17.5 Class Action and Jury Trial Waiver

All disputes shall be resolved on an individual basis. You and ALETHRA each waive the right to a trial by jury and the right to participate in any class action, collective action, consolidated action, or representative action or proceeding, whether as a named plaintiff, class member, or otherwise.

The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, or representative proceeding.

17.6 Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending arbitration, without waiving the right to arbitrate.

17.7 Opt-Out

You may opt out of this arbitration agreement by sending written notice to ALETHRA at legal@alethra.com within thirty (30) days of first accepting these Terms.

Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, the remaining provisions of these Terms will continue to apply.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of laws principles.

For any action permitted to be brought in court under these Terms (including actions for injunctive relief or actions exempt from arbitration), you and ALETHRA agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Wayne County, Michigan.

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after the cause of action arises, or be forever barred.

19. Termination

19.1 Termination by ALETHRA

ALETHRA reserves the right to suspend or terminate your access to all or any portion of the Services at any time, for any reason or no reason, with or without notice, including for any violation of these Terms, suspected fraudulent or illegal activity, security concerns, or to comply with applicable law.

Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.

19.2 Effect of Termination

Upon termination of your access to the Services or your Account: (a) all licenses and rights granted to you under these Terms shall immediately cease; (b) you must immediately discontinue all use of the Services; (c) ALETHRA may deactivate or delete your Account and all related information and data; and (d) ALETHRA may retain records and data as required by applicable law, regulation, or internal policy.

19.3 Survival

The provisions of these Terms that by their nature and context are intended to survive termination shall survive, including provisions relating to intellectual property, disclaimers of warranties, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions that should reasonably be understood to survive.

20. Export Controls and Sanctions Compliance

You acknowledge that the Services, including any software, hardware, technical information, and related materials, may be subject to export control laws and regulations of the United States and other applicable jurisdictions.

You agree that you will not access, use, export, re-export, divert, transfer, or disclose any portion of the Services, directly or indirectly, in violation of any applicable export controls, sanctions laws, or regulations.

You represent and warrant that you are not located in, a citizen or resident of, or otherwise subject to the jurisdiction of any country subject to comprehensive United States sanctions, and that you are not listed on any applicable sanctions or prohibited persons list.

21. Force Majeure

ALETHRA shall not be liable or in default for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results directly or indirectly from any cause or condition beyond ALETHRA’s reasonable control, including but not limited to acts of God, natural disaster, flood, fire, earthquake, epidemic, pandemic, civil disturbance, riot, war, terrorism, embargo, power failure, denial-of-service attacks, Internet or telecommunications failure, network provider disruptions, government orders or actions, or any other occurrence beyond ALETHRA’s reasonable control.

Such events shall not affect the validity or enforceability of any remaining provisions of these Terms.

22. Notices

ALETHRA may provide notices to you by posting on the Services, by electronic mail to the email address associated with your Account, by in-app notification, or by conventional mail.

You may provide notice to ALETHRA by electronic mail at: legal@alethra.com

23. General Provisions

23.1 Entire Agreement

These Terms, together with the Privacy Policy and any other documents expressly incorporated herein by reference, constitute the entire agreement between you and ALETHRA with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between you and ALETHRA.

23.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be reformed only to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

23.3 Waiver

ALETHRA’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of ALETHRA.

23.4 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without ALETHRA’s prior written consent. Any purported assignment in violation of this Section shall be null and void.

ALETHRA may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction. No assignment or delegation shall relieve you of any of your obligations under these Terms.

23.5 No Agency or Partnership

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between you and ALETHRA. Neither party has the authority to bind the other in any manner.

23.6 Interpretation

The section titles and headings in these Terms are for convenience only and shall have no legal or contractual effect.

As used in these Terms, the words “include” and “including,” and variations thereof, shall be deemed to be followed by the words “without limitation.”

In the event of any conflict or ambiguity between the English version of these Terms and any translation, the English version shall prevail.

23.7 California Residents

If you are a California resident, you hereby waive California Civil Code Section 1542, which provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

If any complaint with ALETHRA is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

23.8 Remedies

Notwithstanding any provision of these Terms, ALETHRA shall have all remedies available at law or equity to enforce these Terms.

23.9 Electronic Signatures; Communications

You agree that electronic signatures, acknowledgements, consents, and records satisfy any legal requirement for writings and signatures.

You consent to do business electronically and receive communications from us electronically as described in these Terms.

24. Revisions

ALETHRA reserves the right to modify, revise, or update these Terms at any time. All revised Terms will be posted on the Services with an updated “Last Updated” date.

It is your responsibility to review these Terms periodically to stay informed of any changes.

25. Contact Information

If you have any questions about these Terms, the Services, or your dealings with ALETHRA, please contact us at legal@alethra.com.

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