This page is a copy of the general service agreement and terms of use for Alignment Technology: View original
Last modified 01 July 2024
This Alignment Technology General Service Agreement and Terms of Use (“Agreement”) sets out the terms and conditions under which the Customer and any User may use Align’s AI-based customer feedback analytics software which is made available by Align as a service (“Platform”) and related services offered by Align (altogether the “Services” as defined below).
By subscribing to any paid or limited free trial (availability and duration of trial subject to the discretion of Align) plan of the Platform you agree to become as a Customer a party to and accept this Agreement and the terms and conditions herein. By otherwise using or accessing the Platform in any way you also agree to be bound by and shall be obliged to follow the terms and conditions set out herein.
In case a Customer has Users each User shall be liable for using the Platform in accordance with this Agreement and shall abide by the obligations and restriction applicable to the Customer hereunder. Further the Customer warrants that all its Users shall at all times act in accordance with the Agreement. The Customer shall be liable for any actions and omissions of any of its Users as it is liable for its own actions and omissions and all actions and omissions of any of its Users shall also be regarded as the Customer’s actions and omissions.
Capitalised terms in the Agreement shall have the following meaning:
The Customer and its authorised Users have a non-exclusive, non-assignable, non-sub-licensable, worldwide right to access and use the Platform over the internet (i.e. receive Platform Services) strictly in accordance with the Agreement. The use of any Platform Services is subject to the Customer duly paying the Subscription Fee and such Platform Services shall be rendered under the same aforementioned license terms and in accordance with the terms of the subscription plan selected by the Customer.
The number of maximum authorised Users per Customer is determined by the subscription plan selected by the Customer. Each User shall be required to use and liable for using the Platform Services in accordance with the Agreement and the Documentation including by following the obligations and restrictions applicable to the Customer. Additionally the Customer shall be liable for any actions and omissions of any if its User as it is liable for its own actions and omissions and all actions and omissions of any of its Users shall also be regarded as the Customer’s actions and omissions Align shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer or the Users.
Nothing in this Agreement shall be construed as a transfer of title ownership or interest in any Intellectual Property Rights of Align or any Affiliate of Align or any other third party related to the provision of the Services. The aforementioned persons retain all title ownership and interest in any of their Intellectual Property Rights including without limitation Intellectual Property Rights related to all services (including Platform Services) software programs (including the Platform together with any and all modifications improvements fixes updates upgrades whether at Align’s own initiative or if requested in an Order Form by a Customer etc.) and anything developed and delivered by the aforementioned persons under this Agreement. Should any Intellectual Property Rights created by or on behalf of Align in provision of the Services or otherwise fulfilling the Agreement or exercising any rights hereunder at any time vest in the Customer it is regarded that the Customer has without the right for any compensation assigned to Align the full title and ownership to such Intellectual Property Rights to the maximum extent possible under applicable law.
Third party technology and/or services (including technology and services of large language model services’ providers integration aggregators machine translation service providers and hosting services by cloud services’ providers) are or may be used in provision of the Services.
Align reserves the right to make unilateral modifications in the functionality and features of the Platform and the Platform Services rendered. Unless such modifications or updates are required due to changes in legal acts or regulatory requirements Align shall aim not to make any modifications or updates to the Platform or the Platform Services that will materially reduce the functionality of the Platform. Nevertheless as Align is continuously developing the Platform the Customer agrees that the Platform may change from time to time and that Align gives no warranty representation or other commitment in relation to the continuity of any functionality of the Platform.
The Customer shall comply with all applicable laws in connection with its use of the Services including those laws related to data protection. The Customer shall ensure it has all necessary permits and authorisation to carry out its business activities in using the Services. The Customer shall ensure it has a lawful basis for entering any data (including personal data concerning its customers business or employees) into the Platform.
The Customer shall not and shall not permit anyone under its control to:
The Customer shall:
The Customer shall provide commercially reasonable information and assistance to Align as may be requested by Align from time to time to enable Align to deliver the Service.
The Customer acknowledges that Align exercises no control over the content of the information entered into and transmitted by the Customer or Users through the Platform Services. The Customer or any relevant third party service provider (any person feeding or providing Customer Content to the Platform) is responsible for collecting inputting and updating all Customer Content and for ensuring that a legal basis exists for the aforementioned and that the Customer Content does not:
The Customer retains ownership and intellectual property rights in and to its Customer Content (insofar as such Customer Content is protected by ownership and intellectual property rights). The Customer:
The Customer represents and warrants to Align that the Customer has (as relevant in each case) the necessary right title interest and/or consent to grant Align the licenses mentioned in Sections 4.2.1 and 4.2.2 and to permit Align the use of Customer Content under the terms and conditions of the Agreement.
Align may create anonymised content structure examples of the Customer Content which cannot be linked to or associated with an entity or individual and Align may use such resulting data in order to improve its Services including to train its models. Align represents and warrants to the Customer that otherwise the Customer Content shall not be used to train Align’s models.
Other Services are provided as agreed in an Order Form signed by the Parties. Agreements on provision of Other Services shall set out the scope deliverables (including required functionalities and features if applicable) timeline and fees payable for the Other Services. Any order for Other Services shall be notified by the Customer to Align at least 5 business days in advance and shall only be rendered if the Parties agree on the terms of the Other Services.
By reference to Section 2.3 of this Agreement all title and ownership to Intellectual Property Rights associated with the deliverables under an Order Form (e.g. any additional functionality developed and added to the Platform) shall be retained and owned by Align (regardless of payments for Other Services made by the Customer to Align) and there shall be no transfer of title nor ownership thereto.
Standard Customer Support Services are included in the subscription plan. For requests outside of standard working hours or standard tasks of the customer support the Parties shall agree on the terms of such Customer Support Services including with regard to payable fees.
Align’s standard Customer Support Services are available at the business hours outlined below in Section 6.4. All customer support requests shall be addressed to support@getalign.com. A ticket (“Ticket”) shall be created by Align for each Customer Support Services request.
The following information is required from the Customer when requesting Customer Support Services whereas Align may request additional information from the Customer in order to solve the issue.
Align is obliged to register the Customer’s requests and to respond according to the following principles whereas the terms used below shall have the following meaning:
Severity | Response (during Business Hours) | Goals (during Business Hours) |
---|---|---|
BLOCKER. Critical Platform issue affecting all Users. Includes Platform unavailability and data integrity issues with no Workaround available. | Align will Respond in 1 Business Hour. | Upon confirmation of receipt Align begins continuous work on the Problem and a Customer resource must be available at any time to assist with Problem determination. Customer Support will provide reasonable effort for a Fix within 8 Business Hours once the Problem is reproducible or once Align has identified the Platform defect. |
CRITICAL. The Problem is creating a significant impact to the Customer’s business function preventing that function from being executed. Acceptable Workaround available. | Align will Respond in 4 Business Hours | Upon confirmation of receipt Align begins continuous work on the Problem and a Customer resource must be available at any time to assist with Problem determination. Customer Support will provide reasonable effort for Workaround or Fix within 16 Business Hours once the Problem is reproducible or once Align has identified the Platform defect. Align may incorporate Fix in future release of Platform. |
MAJOR. The Problem moderately affects the Customer’s business function. Acceptable Workaround available. | Align will Respond in 8 Business Hours | Customer support will provide reasonable effort for Workaround or Fix within 40 Business Hours once the Problem is reproducible. Align may incorporate Fix in future release of Platform. |
MINOR. The Problem is not critical and the Platform has not failed. The issue has been identified and does not hinder normal operation. Acceptable Workaround available. | Align will Respond in 24 Business Hours | Customer support will provide reasonable effort for Workaround or Fix within 80 Business Hours once the Problem is reproducible. Align may incorporate Fix in future release of Platform. |
TRIVIAL. The Problem is non-critical general questions enhancement requests or the functionality does not match documented specifications. | If deemed necessary Align will Respond in 72 Business Hours | Fix of Problem may appear in future release of Platform. |
When the Customer receives information of a Fix or Workaround the Customer shall immediately confirm if the Problem is solved. In case the Problem persists the Customer shall re-contact Align’s Customer Support Services team with reference to the same Ticket number requesting the reopening of the Ticket. In case the request is approved by Align the Ticket is re-opened and the applicable resolve time shall recommence running from its previous point in time at the time of the initial resolve.
The Customer shall pay for the Platform Services in accordance with the Agreement and the selected subscription plan. All Platform Services are provided on the basis of prepaid Subscription Fees for each monthly or annual (depending on the subscription plan selected by the Customer) billing period of the Subscription Term. Except as expressly otherwise provided all fees including Subscription Fee prepayments are non-refundable. All fees are stated exclusive of any taxes duties and levies which shall be added as applicable. Payment methods are specified on Align’s website. Align may use third-party service providers in order to set up automatically recurring payments.
Current valid Subscription Fees are available on Align’s website. Align may from time to time amend the Subscription Fees whereas such amendments have no effect on the Customer’s current prepaid period of the Subscription Term and shall take effect from the next billing period.
All fees due by the Customer under the Agreement are invoiced by Align. Fees are stated in euros and must be paid by the Customer in euros.
Automatic recurring payments shall be charged 5 Business Days prior to the commencement of the next billing period. In case the Customer does not opt for automatic recurring payments Align shall issue invoices with a payment term of at least 10 days whereas invoices shall be due 5 Business Days prior to the commencement of the next billing period. For late payments a delay penalty at a rate of 0.1% of the delayed sum per each day of delay shall apply until payment is made.
The Agreement is regarded as having entered into force between the Parties as of the Customer subscribing to a paid or free trial (if available) plan of the Platform Services. Unless renewed or otherwise terminated in accordance with the Agreement the Agreement is valid until expiry of the Subscription Term or expiry of the free trial. The termination of the Agreement results in the simultaneous termination of the then-valid period of the Subscription Term. The obligations and restrictions in the Agreement also apply to any person using or accessing the Platform.
In case the Customer has committed a material breach of the Agreement as assessed by Align e.g. by breaching its payment obligations or obligations under Section 3 Align shall have the right to immediately suspend the provision of the Services and/or immediately terminate the Agreement.
In case Align has committed a material breach of the Agreement the Customer shall have the right to terminate the Agreement with respect to all Services (whereas with regard to service levels and System Availability the exclusive remedies are set out in Section 13 of the Agreement) provided that a cure period of at least 10 business days has been granted to Align and unsuccessfully lapsed.
The suspension of the Services or termination of the Agreement due to circumstances attributable to the Customer does not constitute grounds for reclamation of any prepaid Subscription Fees. Further the Customer agrees that Align shall not be liable to the Customer or to any third party for any liabilities claims or expenses arising from or relating to suspension of the Services or termination of the Agreement resulting from circumstances attributable to the Customer.
The provision by Align and the Customer’s access to any Platform Services shall automatically terminate upon expiry of the Subscription Term including in case of the Customer’s failure to by the relevant due date set out in the subscription plan prepay the Subscription Fee for the following monthly or annual (as relevant) billing period of the Subscription Term.
Upon termination of the Agreement:
Sections 3.2, 8 through 12, and 14 through 22 shall survive the expiration or termination of this Agreement.
This Section sets forth the sole and exclusive warranty given by Align (express or implied) with respect to the subject matter of this Agreement. The Services and the Platform are provided by Align on an "as is" basis without any representations warranties or conditions of any kind. Align along with its Affiliates licensors and suppliers expressly disclaims any representations warranties or conditions whether express implied statutory or otherwise concerning the Services and the Platform provided to the Customer and Users. This disclaimer specifically includes any implied representations warranties or conditions related to merchantability quality non-infringement durability title and fitness for a particular purpose. Furthermore the Customer and the Users acknowledge that Align makes no representation or warranty nor provides any conditions that the Services or the Platform will be free of errors or operate without interruptions or that all errors will be corrected. Align nor any of its Affiliates licensors or suppliers shall be liable for unauthorised alteration theft or destruction of Customer’s or any User’s data files or programs if caused by any acts or omissions of the Customer or User or otherwise due to circumstances outside of Align’s control.
Align shall not be liable for any indirect incidental special or consequential damages including without limitation damages for lost business profits data or use of any service incurred by the Customer User or any third party in connection with this Agreement regardless of the nature and basis of the claim. Align shall without limitation not be liable for any damage incurred as a direct or indirect consequence of any outage failure in or breakdown of the communication facilities associated with the Agreement any interruption or degradation of the facilities regardless of the cause or duration thereof.
Align’s aggregate liability for damages under this Agreement regardless of the nature of the claim shall not exceed the Subscription Fees paid by the Customer under this Agreement during the 12 months immediately preceding the circumstances providing grounds for a claim of damages arising.
The limitations in this Section do not apply in case the breach by Align is caused intentionally in provision of the Services or in case such limitations are otherwise prohibited by law.
Either Party will be excused from performance of the Agreement except for monetary obligations for any period during which and to the extent that such Party or any subcontractor is prevented from performing any obligation or Services in whole or in part as a result of causes beyond its reasonable control (“Force Majeure”) and without its fault or negligence including without limitation acts of god strikes lockouts riots acts of terrorism or war epidemics communication line failures and power failures.
If a third party makes a claim against the Customer that the Services infringes any patent copyright or trademark or misappropriates any trade secret Align shall defend the Customer and its directors officers and employees against the claim at Align’s expense and subject to the limitations on liability set out in the Agreement Align shall subject to Align’s liability limitations set out in the Agreement pay all losses damages and expenses finally awarded against such parties or agreed to in a written settlement agreement signed by Align to the extent arising from the claim. Align shall have no liability for any claim based on:
If a third party makes a claim against Align that the Customer Content infringes any patent copyright or trademark misappropriates any trade secret or breaches any legal acts concerning data processing or data protection (including but not limited to claims regarding the unauthorised or otherwise illegal processing of personal data) the Customer shall defend Align and its directors officers and employees against the claim at the Customer’s expense and the Customer shall pay all losses damages and expenses finally awarded against such parties or agreed to in a written settlement agreement signed by the Customer to the extent arising from the claim.
A Party seeking indemnification under this Section shall in order to have a valid claim towards the other Party:
Platform Services shall achieve System Availability of at least 99.9% during each calendar month.
For all occasions of permitted downtime Align aims to notify the Customer at least 1 day in advance in case such notification can reasonably be given. In extraordinary cases the Customer will be notified as soon as reasonably possible.
If Align fails to meet the required System Availability Align shall upon a written request by the Customer within 10 days after the affected period of the Subscription Term issue a credit for the next period of the Subscription Term in an amount equal to 10% of the Subscription Fee for each 1% loss of System Availability. Such credit shall not exceed the sum total of the Subscription Fee for the affected period of the Subscription Term.
The remedy stated in this Section 13 is the Customer’s sole and exclusive remedy for any interruption in the Platform Services and Align’s failure to meet the required System Availability.
During the term of this Agreement and for 3 years thereafter (and indefinitely for any Customer Content which is considered as Confidential Information hereunder) each Party shall treat as confidential all Confidential Information of the other Party shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party.
Each Party shall use at least the same degree of care but not less than a reasonable degree of care it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither party shall reverse engineer disassemble or decompile any prototypes software or other tangible objects which embody the other Party's Confidential Information and which are provided to the Party hereunder. Each party may disclose Confidential Information of the other Party on a need-to-know basis to persons who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party such as its contractors accountants attorneys credit institutions and investors.
Without otherwise limiting the foregoing Confidential Information excludes information that:
In providing the Services Align will comply with applicable data protection laws. Align’s current privacy policy and any amendments thereto made at the discretion of Align are automatically incorporated herein by reference.
The Customer hereby acknowledges that Align’s performance of this Agreement will require Align to process the Customer’s internal notes employees’ data and customers’ information.
By submitting the above data to Align the Customer understands and agrees that Align shall process personal data in accordance with this Agreement and its current privacy policy. In doing so Align may act both as a data processor and a data controller as further set out in Align’s then effective privacy policy. The Customer is required to have lawful basis and to make all necessary disclosures before including personal data in Customer Content and using the Services. The Customer confirms that the Customer is solely responsible for the accuracy quality integrity legality reliability appropriateness of any personal data that may be contained in Customer Content including any information which any User shares with Align on the Customer’s behalf.
Except as otherwise permitted in this Agreement notices under this Agreement shall be in writing and shall be deemed to have been delivered:
Align may at any time amend this Agreement upon notice to the Customer by e-mail or as a Platform notice. In case the amendments in the Agreement materially adversely affect the Customer’s rights hereunder (excluding such amendments which are required due to changes in applicable laws regulations or requirements established by any relevant supervisory body or authority which require no notification) Align shall provide the Customer with 30 days’ advance notice of the amendments in the Agreement and in such case the Customer may terminate the Agreement by e-mail notice sent to Align prior to the amendments taking effect. In case of such termination any prepaid Subscription Fees shall in a prorated amount be returned to the Customer for the unused portion of the relevant period of the prepaid Subscription Term. Should the Customer continue to use the Services it will be regarded that the Customer has accepted the amended Agreement.
The Services are provided on a non-exclusive basis. Nothing in this Agreement shall be deemed to prevent or restrict Align’s ability to provide the Services or other technology including any features or functionality first developed for the Customer to third parties.
The Agreement is the entire Agreement between the Parties regarding the subject matter of the Agreement superseding any and all verbal or written undertakings or agreements preceding the Agreement.
The Agreement and the rights and obligations thereunder are binding on the Parties. The Customer may not without prior written consent of the Align transfer or assign its rights and/or obligations hereunder to a third person. Align may without consent of the Customer transfer or assign the Agreement or any rights or obligations hereunder to its Affiliates or a third-party in case of transfer of Align’s business to such third party.
If any clause in the Agreement or part thereof is or becomes void or invalid this does not result in the entire Agreement being void or invalid. In the event such invalidity becomes a fact the clause that is closest in its economic content to the invalid clause shall be applied.
The Agreement is governed by and construed in accordance with the legislation of the Republic of Estonia. Disputes hereunder shall be resolved by means of amicable negotiations. If negotiations fail the disputes shall be settled in the courts of the Republic of Estonia whereas the court of first instance is the Harju County Court unless a different mandatory jurisdiction arises from applicable law.