Subscription Agreement
Most Recent Update: February 2024.
BY SUBSCRIBING TO A PLAN OFFERED BY ALPHAIQ OR ACCESSING ALPHAIQ THROUGH EVALUATION ACCESS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON ALPAHIQ’S WEBSITE AT ALPHAIQ. AI (AS MAY BE RELOCATED BY ALPHAIQ FROM TIME TO TIME). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND CONSILIENCE, INC., D/B/A ALPHAIQ OR ANY AFFILIATE THEREOF (COLLECTIVELY, “ALPHAIQ”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT PURCHASE A PLAN TO SUBSCRIBE FOR ALPHAIQ. IF YOU WISH TO USE ALPHAIQ AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR OTHER ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO. IN THE EVENT YOU ARE REDIRECTED TO ALPHAIQ’S WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE POSTED THEREON. ALPHAIQ MAY MODIFY THIS AGREEMENT AS SET FORTH IN SECTION 11.14 (MODIFICATIONS TO THIS AGREEMENT).
This Subscription Agreement (“Subscription Agreement”) is between AlphaIQ and the customer (individual or entity) that has purchased a subscription to AlphaIQ (“you” or “your”). The “Effective Date” of this Subscription Agreement is the date which is the earlier of your initial access to AlphaIQ through any online provisioning, registration or order process. “Plan” means a subscription to AlphaIQ, the current Plans offered may be viewed at: https://consilience.ai/alpha-iq/ or as mutually agreed to in the parties in writing, which shall be incorporated by reference to this Subscription Agreement. Plans will be rate limited to a specific volume of requests to the APIs and AlphaIQ in the applicable Plan or writing by you and AlphaIQ. This Subscription Agreement also refers to and incorporates the Terms of Service, and any other guidelines or policies we may provide in writing (the “AlphaIQ Policies”) and any ordering document between you and AlphaIQ that you use to subscribe to a Plan or otherwise purchase access to AlphaIQ (in each case, an “Order Form”) (collectively, the “Agreement”). Any inconsistency or ambiguity in this Agreement shall be resolved by giving precedence in the following order: (1) Order Form (if any exist), (2) this Subscription Agreement, and (3) the AlphaIQ Policies.
[ 01 ]
The AlphaIQ System is a hosted service permitting you to access Consilience’s sector risk profiles, which are programmatically determined for various defined industries, as such products may be modified, enhanced, and/or updated from time to time; by entering into his Subscription Agreement you may obtain access to use proprietary AlphaIQ data and content through one or multiple application program interfaces or other delivery methods (“APIs” and/or excel downloads, or application visuals). Data and the APIs shall be collectively referred to as AlphaIQ (“AlphaIQ”). Provision of AlphaIQ to you involves the ongoing operation, support and improvement of AlphaIQ for all users. AlphaIQ is described more fully in the then-current version of any supporting product help and technical specifications documentation provided by Consilience (“Documentation”). Documentation does not include white papers, community forums, training videos, tutorials, knowledge base articles or other similar resources which may be made available for your convenience. AlphaIQ is provided on a Plan-subscription basis for a set term designated herein (each, a “Subscription Term”). This Subscription Agreement applies only to AlphaIQ and does not grant you rights to any other Consilience services or software. All access rights and technical capabilities for each Authorized User are as set forth in the Documentation. All undefined names of software products have the meanings given to them in the Documentation.
[ 02 ]
If Consilience has made available to you free, trial or evaluation access to AlphaIQ (“Evaluation Access”), you may use such access solely for the purpose of evaluating AlphaIQ to determine whether to purchase a subscription from Consilience. You may not use Evaluation Access for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. Evaluation Access is limited to thirty (30) days from the date you activate your Evaluation Access, unless otherwise specified by a separate writing from Consilience (“Evaluation Period”). Unless you purchase a subscription for AlphaIQ, your Evaluation Access may be terminated and, in any event your right to access and use AlphaIQ automatically expires at the end of the Evaluation Period. Upon any termination or expiration of the Evaluation Period, your Evaluation Access will cease, and you will no longer have access to any Customer Data used in connection with such Evaluation Access. Notwithstanding any other provision of this Subscription Agreement, Evaluation Access is provided “AS IS” without warranty or support of any kind, express or implied. Consilience may terminate your Evaluation Access at any time for any reason and without liability of any Your access to the APIs will be restricted to the public features until you successfully register for an account. IF YOU SUBSEQUENTLY PURCHASE A SUBSCRIPTION TO ALPHAIQ, YOUR EVALUATION ACCESS SHALL IMMEDIATELY TERMINATE AND YOU EXPRESSLY AGREE THAT, UNLESS YOU HAVE A SEPARATE SIGNED AGREEMENT GOVERNING YOUR ACCESS TO AND USE OF ALPHAIQ, THIS AGREEMENT, AND THE TERMS AND CONDITIONS HEREIN, SHALL GOVERN YOUR USE OF SUCH NON-EVALUATION VERSION.
[ 03 ]
Subject to the terms and conditions of the Subscription Agreement and your Plan, and except as set forth in Section 5 (Term and Termination) Consilience hereby grants to you a non-exclusive, non- transferable, non-sublicensable, worldwide right during the applicable Subscription Term to access and use AlphaIQ solely for your subscribed-for use and in accordance with: (i) the Documentation, (ii) Consilience Policies, and (iii) the restrictions in Section 1 (Provision of AlphaIQ), Section 1.2 (Evaluation Access), Section 1.8 (General Restrictions), and Section 2 (Customer Data and Your Obligations) and (iv) any restrictions designated by the relevant Plan, but not limited to the number of Authorized Users (“Access Grant”). You will use reasonable efforts to prevent any unauthorized access to or use of AlphaIQ and the Documentation and will promptly notify Consilience in writing of any unauthorized access or use of which you become aware and provide all reasonable cooperation to prevent and terminate such access or use.
[ 04 ]
[ 05 ]
AlphaIQ may contain or be provided with components which are licensed from third parties (“Third Party Code”), including (a) components subject to the terms and conditions of “open source” software licenses (“Open Source Software”), and (b) Content.
[ 06 ]
AlphaIQ may include features that provide access to Content. “Content” means information obtained by Consilience from publicly available sources or third-party providers and made available to you through AlphaIQ. Your use of any Content is subject to the applicable terms between you and the Content provider, and you shall comply with those terms. Consilience does not guarantee the continued availability of any Content or related features and may cease providing Content without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider ceases to make the Content available in a manner acceptable to Consilience. Consilience is not designating or adopting Content as its own. Consilience may analyze Content in order for it to provision AlphaIQ and Consilience does not make any representations, warranties or covenants with respect to the accuracy of the Content so analyzed.
[ 07 ]
You shall comply with the Consilience Acceptable Data Use Policy (“ADUP”), any violation will constitute a material breach of the Subscription Agreement:
[ 08 ]
As a condition to the rights granted to you hereunder, you shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer AlphaIQ or any Third Party Code or attempt to reconstruct or discover any source code, APIs, underlying ideas, algorithms, file formats, data or programming interfaces of AlphaIQ or the Third Party Code by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, or as permitted by an applicable Open Source Software license); (b) distribute, sell, sublicense, rent, lease or use AlphaIQ or any Third Party Code (or any portion thereof) for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in AlphaIQ or any Third Party Code (including any reports or data printed via the use of AlphaIQ); (d) modify any part of AlphaIQ or any Third Party Code, create a derivative work of any part of AlphaIQ or any Third Party Code, or incorporate AlphaIQ or any Third Party Code into or with other software, except to the extent expressly authorized in writing by Consilience or as permitted by an applicable Open Source Software license; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to AlphaIQ; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy or other protection used by Consilience in connection with AlphaIQ, or use AlphaIQ together with any user credentials or other copy protection device not supplied by Consilience; (g) use AlphaIQ to develop a product which is competitive with any Consilience product offerings; (h) use unauthorized user credentials or distribute or publish such credentials except as may be expressly permitted by Consilience in writing; (i) enable access to AlphaIQ for a greater number of Authorized Users than the sum quantity of subscriptions purchased on the applicable Plan(s); (j) reassign subscription access rights between Authorized Users so frequently as to enable a single subscription to be shared between multiple users; (k) assert, nor will you authorize, assist or encourage any third-party to assert, against Consilience or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding AlphaIQ or any support you have purchased or used hereunder; (l) use AlphaIQ to develop a product that converts any Consilience file format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Consilience or (m) public display of AlphaIQ on platforms including but not limited to websites, blogs, software products, or applications designed for utilization by multiple individuals, irrespective of whether such usage is complimentary or paid, and whether it pertains to internal or external organizational purposes.
[ 09 ]
At all times during the Subscription Term, you will agree to the following limitations on the use of AlphaIQ.
[ 1 ]
“Customer Data” means any information or other data which you input, or provide to Consilience for inputting, into AlphaIQ or related to your use of AlphaIQ. Customer Data does not include Content.
[ 2 ]
[ 1 ]
Notwithstanding anything to the contrary contained herein, except for the limited access and use rights expressly provided herein, Consilience and its licensors retain all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to AlphaIQ, the Documentation, the Third Party Code, any other Consilience deliverables and any and all related and underlying software (including interfaces), databases (including data models, structures, and any other non-customer specific data and statistical data), technology, reports, documentation, as well as any related process or methodology provided or used by Consilience, and with respect to each of the foregoing, any copies, modifications, improvements, derivative works, or enhancements thereto however developed or provided (including any which incorporate any of your ideas Feedback or suggestions)(collectively, “Consilience Technology”). You acknowledge that you are obtaining only a limited right to access and use AlphaIQ on a hosted basis and that irrespective of any use of the words “purchase”, “sale”, “sublicense” or like terms hereunder no ownership rights are being conveyed to you under this Subscription Agreement or otherwise, and further acknowledge that nothing contained in this Subscription Agreement shall be construed to convey to you ownership of any intellectual property rights in or to any Consilience Technology or any related methodologies or processes. Nothing in this Section 3.1 shall be deemed as granting Consilience ownership of Customer Data or in any way impacting your ownership of Customer Data.
[ 2 ]
From time to time, you or your Authorized Users may submit suggestions, enhancements, requests, recommendations, corrections, or other feedback relating to AlphaIQ, Content or other Consilience software or services (“Feedback”). You agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by you, shall not, absent a separate written agreement, create any confidentiality obligation for or upon Consilience. You will not give Feedback that is subject to license terms that seek to require any Consilience product, technology, service or documentation incorporating or derived from such Feedback, or any Consilience intellectual property, to be licensed or otherwise shared with any third party. Consilience may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner it sees fit without any obligation, royalty or restriction based on intellectual property rights or otherwise.
[ 1 ]
Consilience provides different Plans for users to select. Upon subscribing to a Plan, you may utilize such Plan subject to the terms of Section 2 (Evaluation Access ), thereafter the Plan and its monthly or annual rate will be billed according to the terms of the Plan. You may only cancel a plan via the Consilience’s website. Each Plan will specify which features of AlphaIQ you have access too, including any addition restrictions or licenses. In the event of a contradiction between a Plan and this Subscription Agreement, the Plan shall govern.
[ 2 ]
Unless otherwise specified on the applicable Plan, each Subscription Term shall begin on the effective date of the applicable Plan and auto-renew for each subsequent month or other term agreed by you and Consilience. All applicable fees for such renewals will be at Consilience’s then-current rates. If you provide notice to Consilience and cancel the renewal and therefore the Subscription Term is not renewed, your access to AlphaIQ will terminate at the end of the then- current Subscription Term. You shall retain access to AlphaIQ from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts. At any point during a Subscription Term, you can upgrade to a different Plan. You’ll upgrade to your new Plan immediately, and your account will be charged; accordingly, downgrades to Plans must be achieved via cancellation of a Plan and the commencement of a new Subscription Term for such downgraded Plan.
[ 3 ]
Payment will be taken at the commencement of the Subscription Term and at the time of each renewal via the credit card information you provide to Consilience. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel your Plan prior to the conclusion of the Subscription Term, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts, otherwise your Plan may be suspended, as provided in Section 4.5. Unless otherwise set forth on an applicable ordering document incorporating this Subscription Agreement, AlphaIQ is billed in advance and are non-refundable. Any amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid.
[ 4 ]
Plan rates do not include taxes and you shall pay, indemnify and hold Consilience harmless from all applicable sales/use, gross receipts, value-added, goods and services tax, or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of Consilience.
[ 5 ]
If your account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Consilience reserves the right to suspend your access to AlphaIQ without liability to you until such amounts are paid in full. Within a reasonable time after written notice by Consilience that your use of the AlphaIQ service is having a detrimental impact on Consilience’s ability to provide AlphaIQ to its other customers, Consilience reserves the right, at its sole discretion, to suspend or limit your access to AlphaIQ.
[ 1 ]
This Subscription Agreement is effective as of the Effective Date and expires on the date of expiration or termination of the Subscription Term(s).
[ 2 ]
Either party may terminate this Subscription Agreement and any Plan that has a current Subscription Term if the other party (a) fails to cure any material breach of this Subscription Agreement within thirty (30) days after written notice of such breach including without limitation your failure to pay, provided that Consilience may terminate this Subscription Agreement immediately upon any breach of Section 1.8 (General Restrictions) or if you violate any other restrictions contained in Section 2 (Customer Data and Your Obligations), or Section 10 (Export Control); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Subscription Agreement will be without prejudice to any other remedies it may have under this Subscription Agreement, by law, or otherwise.
[ 3 ]
Upon any termination or expiration of this Subscription Agreement, you shall immediately cease any and all use of and access to AlphaIQ and destroy (or, at Consilience’s request, return), any of Consilience’s Confidential Information in your possession, and any materials, including reports, figures, and charts, downloaded from AlphaIQ. You acknowledge that, except as exported or printed prior to termination or expiration by you as may be permitted through the functionality of AlphaIQ, following termination or expiration you shall have no further access to AlphaIQ and Content, and that Consilience may delete any such data at any time. Except where an exclusive remedy is specified in this Subscription Agreement, the exercise by either party of any remedy under this Subscription Agreement, including termination, will be without prejudice to any other remedies it may have under this Subscription Agreement, by law, or otherwise.
[ 4 ]
The following Sections shall survive any expiration or termination of this Subscription Agreement: Sections 1.8 (General Restrictions), 1.9 (AlphaIQ Limitations), 3 (Ownership), 4.3 (Fees and Payment), 5 (Term and Termination), 6.3 (Warranty Disclaimer), 7 (Limitation of Remedies and Damages), 8.1 (Indemnification by You), 9 (Confidential Information), 10 (Export Compliance) and 11 (General Terms).
[ 1 ]
Consilience warrants to you that AlphaIQ will operate in substantial conformity with the applicable Documentation. Consilience does not warrant that your use of AlphaIQ will be uninterrupted or error-free, nor does Consilience warrant that it will review the Content or Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. Consilience’s sole liability (and your sole and exclusive remedy) for any breach of this warranty shall be, in Consilience’s sole discretion and at no charge to you, to use commercially reasonable efforts to correct the reported non-conformity, or if Consilience determines such remedy to be impracticable, to allow you to terminate the applicable Subscription Term and receive as your sole remedy a refund of: (a) the monthly subscription fees specified in the applicable Plan which are allocable to the thirty (30) day period prior to the date the warranty claim was made and (b) any fees you have pre-paid for use of AlphaIQ or related services you have not received as of the date of the warranty claim.
[ 2 ]
The above warranty shall not apply: (a) unless you make a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared; (b) if AlphaIQ is used with hardware or software not authorized in the Documentation; (c) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services; (d) to any Evaluation Period access or other use provided on a no charge or evaluation basis; or (e) to any Third Party Code.
[ 3 ]
THIS SECTION 6 IS A LIMITED WARRANTY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, ALPHAIQ, INCLUDING WITHOUT LIMITATION THAT ALPHAIQ, CUSTOMER DATA AND THIRD-PARTY CODE ARE PROVIDED “AS IS”. CONSILIENCE DOES NOT MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR NONINFRINGEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES SHALL BE LIMITED AS PROVIDED HEREIN. CONSILIENCE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CONSILIENCE.
[ 1 ]
BUT FOR: SECTION 1.8 (GENERAL RESTRICTIONS), NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, INVESTMENT LOST, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
[ 2 ]
BUT FOR: SECTION 1.8 (GENERAL RESTRICTIONS), CONSILIENCE’S ENTIRE LIABILITY AND OBLIGATION TO YOU SHALL NOT EXCEED THE LESSER OF (A) FEES PAID OR OWED BY YOU TO CONSILIENCE UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM OR (B) US $100.00. IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE SERVICE GIVING RISE TO THE CLAIM, CONSILIENCE’S ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED US$100.00.
[ 3 ]
The parties agree that the limitations specified in this Section 7 will survive and apply even if any limited remedy specified in this Subscription Agreement is found to have failed of its essential purpose.
[ 1 ]
Subject to this Section 8, you shall defend Consilience from and against any and all claims by third parties resulting from or relating to (A) your breach of Section 1.8 (General Restrictions); and (B) the Customer Data, including without limitation any claim based on your breach or alleged breach of Section 2.2 (Your Obligations), alleging that the Customer Data infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party; (ii) your use of Content in an unlawful manner or in violation of the Subscription Agreement or other appliable license terms and shall indemnify and hold Consilience harmless from and against any damages and costs awarded against Consilience or agreed in settlement by you (including reasonable attorney’s fees) resulting from such claims, provided that you shall have received from Consilience: (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (c) all reasonably necessary cooperation from Consilience. You may not settle any such claim relating to AlphaIQ without Consilience’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
[ 1 ]
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, pricing, documentation or technical information provided by Consilience (or its agents), performance information relating to AlphaIQ, and the terms and conditions of this Subscription Agreement shall be deemed Confidential Information of Consilience without any marking or further designation. Customer Data shall be deemed your Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Subscription Agreement. Both Consilience and you will ensure that their respective Representatives comply with this Subscription Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
[ 2 ]
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, pricing, documentation or technical information provided by Consilience (or its agents), performance information relating to AlphaIQ, and the terms and conditions of this Subscription Agreement shall be deemed Confidential Information of Consilience without any marking or further designation. Customer Data shall be deemed your Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Subscription Agreement. Both Consilience and you will ensure that their respective Representatives comply with this Subscription Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
You acknowledge that AlphaIQ and Third Party Code are subject to United States export control and economic sanctions laws, regulations and requirements and to import laws, regulations and requirements of foreign governments. You agree that (1) all use, exports, and imports related to this Subscription Agreement will be in compliance with these laws and regulations and (2) you shall not allow any third party to export, re-export, or transfer any part of AlphaIQ or Third Party Code in violation of these laws and regulations. The foregoing obligations include but are not limited to you or a third party exporting, transferring, or importing AlphaIQ to: (i) to any country subject to export control embargo or economic sanctions implemented by any agency of the U.S. or foreign governments; (ii) to any person or entity on any of the U.S. Government’s Lists of Parties of Concern (https://www.bis.doc.gov/index.php/policy-guidance/lists-of- parties-of-concern) or applicable international specially-designated parties or economic sanctions programs; (iii) to any end-user or for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by any U.S. Government agency having jurisdiction with respect to the transaction; or (iv) otherwise in violation of any export or import laws, regulations or requirements of any United States or foreign agency or authority.
[ 1 ]
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Subscription Agreement in its entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Subscription Agreement upon written notice. In the event of such a termination, Consilience will refund you any prepaid fees covering the remainder of the Subscription Term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Subscription Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
[ 2 ]
If any provision of this Subscription Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Subscription Agreement shall otherwise remain in
[ 3 ]
Excluding conflict of laws rules, this Subscription Agreement shall be governed by and construed under the laws of the State of Delaware, U.S. All disputes arising out of or in relation to this Subscription Agreement shall be submitted to the exclusive jurisdiction of the courts of Delaware. when the laws of the United States and Delaware Nothing in this section shall restrict AlphaIQ’s right to bring an action (including for example a motion for injunctive relief) against you in the jurisdiction where your place of business is located. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Subscription Agreement.
[ 4 ]
The prevailing party in any action to enforce this Subscription Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
[ 5 ]
You agree that Consilience may disclose you as a customer of AlphaIQ and use your name and logo on AlphaIQ’s website and in AlphaIQ’s promotional materials.
[ 6 ]
Any notice or communication required or permitted under this Subscription Agreement shall be in writing or in electronic format. If to Consilience by mail, such notice or report shall be sent to Consilience at contact@consilience.ai to the attention of “Legal Department”. If to Consilience by email, such notice or report shall be sent to contact@consilience.ai. If to you such notice or report shall be sent to the mailing or email address, you provided upon placing your order. Notices and reports sent by mail shall be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service. Any notices and reports sent by email shall be effective upon receipt of the same.
[ 7 ]
You understand that Consilience may monitor your use of AlphaIQ in order to verify that you have not exceeded your permitted number of Authorized Users. If Consilience becomes aware of any excess usage of AlphaIQ, then you will pay for the excess usage and for any ongoing excess usage at Consilience’s then-current rates. Upon Consilience’s written request, you shall furnish Consilience with a signed certification certifying that AlphaIQ is being used pursuant to the terms of this Subscription Agreement, including any access and user limitations. With prior reasonable notice, Consilience may audit your compliance with this Subscription Agreement, your use of AlphaIQ, and your software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that you have accessed or permitted access to AlphaIQ in a manner that is not permitted under this Subscription Agreement, then Consilience may terminate this Subscription Agreement pursuant to Section 5 and you are liable for the reasonable costs of the audit in addition to any other fees, damages and penalties Consilience may be entitled to under this Subscription Agreement and applicable law.
[ 8 ]
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Subscription Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
[ 9 ]
From time to time, Consilience may modify AlphaIQ, however Consilience shall not substantially reduce the overall level of beneficial service provided to you and existing as of commencement of the then-current Subscription Term, unless such reduction results from governmental regulation, the availability of Non-Consilience Apps or Content, requested modifications by you or is otherwise agreed to by you. Except as otherwise provided in this Subscription Agreement, no supplement, modification, or amendment of this Subscription Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Subscription Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Subscription Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. All conflicting terms in any purchase order or other business form employed by you, including any electronic invoicing portals and vendor registration processes are void, and any such document relating to this Subscription Agreement shall be for administrative purposes only and shall have no legal effect.
[ 10 ]
This Subscription Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Subscription Agreement. You acknowledge that AlphaIQ is an on-line, subscription-based product, and that in order to provide improved customer experience Consilience may make changes to AlphaIQ (which may include making available different or substitute code compared to those available as of the Effective Date), and Consilience will update the Documentation accordingly.
[ 11 ]
The parties are independent contractors. This Subscription Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
[ 12 ]
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Subscription Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Subscription Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, Non-Consilience applications or Content, or refusal of a license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
[ 13 ]
If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of AlphaIQ or canceling, changing, or superseding any material term or provision of this Subscription Agreement (collectively “Regulatory Requirement”), this Subscription Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Subscription Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Subscription Agreement impacted by the Regulatory Requirement.
[ 14 ]
Consilience may modify this Subscription Agreement from time to time by giving notice to you through Consilience’s online user interfaces. Unless a shorter period is specified by Consilience (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of your current Subscription Term or entry into a new subscription Plan. If Consilience specifies that the modifications to this Subscription Agreement will take effect prior to your next renewal or order and you notify Consilience in writing at contact@Consilience.ai of your objection to the modifications within thirty (30) days after the date of such notice, Consilience (at its option and as your exclusive remedy) will either: (a) permit you to continue under the existing version of the Subscription Agreement until expiration of the then-current Subscription Term (after which time the modified Subscription Agreement will go into effect), or (b) allow you to terminate this Subscription Agreement and receive a refund of any pre-paid AlphaIQ fees allocable to the terminated portion of the applicable Subscription Term. You may be required to click to accept or otherwise agree to the modified Subscription Agreement in order to continue using AlphaIQ, and, in any event, continued use of AlphaIQ after the modified version of this Subscription Agreement becomes effective will constitute your acceptance of such modified version.
Innovate.
Boldly.
Consilience.Ai embraces complexity, intersecting math, AI, and language for revolutionary insights in Science, Finance and Technology. Connect with us today to learn what Consilience.Ai can do for you!
Industry
Products
