Terms & Conditions

2.1 Services

Subject to the terms and conditions of this Agreement and User's compliance, Licensor will provide access to the alloy-it Platform, either (i) pursuant to a Master Services Agreement or an Enterprise Agreement between Licensor and User, if User is an organization, or (ii) on a self-service or free basis to individual Users. Unless otherwise agreed in a Master Services Agreement or Enterprise Agreement, Licensor may suspend or terminate access to the alloy-it Platform immediately and without prior notice where reasonably necessary to: (a) prevent or address a security risk or abuse of the platform; (b) comply with applicable law or a binding legal order; (c) address non-payment of undisputed Fees; (d) respond to export-control or sanctions requirements; or (e) prevent material disruption to the platform or other users. Licensor will notify User as soon as reasonably practicable after such suspension and will restore access promptly once the cause has been resolved, unless this Agreement has been terminated.

At its sole discretion, Licensor will provide User with the necessary access credentials ("Access Protocols") to enable use of the alloy-it Platform by its Authorized Users. Users are responsible for maintaining the confidentiality of their access credentials and for all activities occurring under their accounts. Users that are organizations are responsible for managing their Authorized Users, including promptly notifying Licensor when an individual's access should be revoked or modified, and shall be liable for all acts and omissions of their Authorized Users.

Users and organizations must take reasonable steps to prevent unauthorized access to or use of the alloy-it Platform and must promptly notify Licensor of any known or suspected unauthorized use or security breach.

2.2 License Grant

Subject to the terms and conditions of this Agreement, including the restrictions set forth herein, Licensor grants to User a non-exclusive, non-transferable (except as permitted under Section 10.1), non-sublicensable license during the term of this Agreement to, solely in accordance with the terms and conditions herein and the Documentation and solely for internal business use:

• download, install, and execute the Alloy Installer (subject to Section 3.3);
• use alloy-provisioner;
• use alloy-host;
• access and use Blueprints distributed through the Alloy Hub that User is entitled to access; and
• if User has entered into a Master Services Agreement or an Enterprise Agreement with Licensor under which User has been granted the right to access and use other components of the alloy-it Platform not otherwise provided above, access and use such other components, subject to User's payment of the applicable Fees and compliance with the other provisions of the applicable agreement.

User may only permit Authorized Users to access and use the features and functions of the alloy-it Platform under this Agreement.

• hide or remove Licensor references or branding within the alloy-it Platform;
• make any part of the alloy-it Platform (excluding elements thereof that are made publicly available by Licensor under an open source license) available to external users, customers, or clients; or
• profit from or commercialize any part of the alloy-it Platform (excluding elements thereof that are made publicly available by Licensor under an open source license).

2.3 User Responsibility

The alloy-it Platform (excluding elements thereof that are made publicly available by Licensor under an open source license), along with all related software, technology, algorithms, processes, designs, hierarchies, user interfaces, and any intellectual property rights associated with or embedded in the foregoing, including any enhancements or modifications, is the exclusive property and Confidential Information of Licensor.

• grant any third party access to, or sell or resell access to, the alloy-it Platform without a Master Services Agreement or an Enterprise Agreement in effect with Licensor that expressly authorizes User to do so;
• copy, modify, adapt, create derivative works of, alter, or translate the alloy-it Platform, except (a) with respect to elements thereof that are publicly made available by Licensor on an open source licensed basis, to the extent expressly permitted by the applicable open source license, or (b) to the extent expressly authorized in a Master Services Agreement or an Enterprise Agreement entered into between User and Licensor;
• attempt to hide or obfuscate actual usage or number of users of the alloy-it Platform within the entity you represent, such as through the use of shared accounts, bots, or similar mechanisms;
• sublicense, sell, loan, distribute, transfer, or otherwise make the alloy-it Platform available to any unauthorized third party;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the alloy-it Platform, except to the extent such restriction is prohibited by applicable law;
• overburden or interfere with the normal operation of the alloy-it Platform or the hardware and network supporting it;
• use the alloy-it Platform to develop, improve, or support any competing or similar product or service; or
• attempt to access the alloy-it Platform through any unauthorized or unapproved interface.

You are also responsible for ensuring that your use of the alloy-it Platform complies with all applicable laws and regulations, and for obtaining any hardware, software, or internet access necessary to use the alloy-it Platform.

2.4 Licensor Responsibility

Licensor shall comply with all applicable laws in connection with the provision of the Services. Licensor will maintain commercially reasonable physical, administrative, and technical security measures designed to ensure the availability, integrity, and confidentiality of User Materials. Where Licensor processes personal data (as defined under applicable data protection law, including the GDPR) on behalf of User, such processing is governed by Licensor's Privacy Policy and, where applicable, a Data Processing Addendum ("DPA") agreed between the Parties. Users processing personal data through the Services should contact Licensor to obtain a DPA.

2.5 Acceptable Use

• violates any applicable law, regulation, or third-party rights;
• transmits or stores malware, viruses, or any code designed to damage, disrupt, or gain unauthorized access to systems;
• involves credential sharing, account pooling, or any mechanism designed to circumvent seat-based or usage-based limits;
• involves automated scraping, crawling, or harvesting of content from the Alloy Hub or any part of the platform without prior written consent;
• conducts unauthorized security testing, penetration testing, or vulnerability scanning of the platform or its infrastructure; or
• involves the distribution of unlawful, defamatory, or infringing content through the platform.

Licensor reserves the right to remove content or suspend accounts that violate this section, consistent with the grounds set out in Section 2.1.

2.6 Business Use

The alloy-it Platform is intended for business and professional use. By using the Services, User represents that it is acting in a commercial or professional capacity and not as a consumer. Mandatory consumer protection provisions under applicable law are not excluded to the extent they cannot be waived, but the Services are not designed or offered for personal, household, or consumer use.

3.1 alloy-it Platform

The alloy-it Platform, together with any related software, technology, algorithms, processes, designs, hierarchies, user interfaces, and any intellectual property rights related thereto or embodied therein, as well as any improvements or modifications to the foregoing, are the exclusive property and Confidential Information of Licensor. All rights not expressly granted to User in this Agreement are reserved by Licensor.

3.2 User Materials

The User Materials, including any modifications made by User through the use of the alloy-it Platform, are the exclusive property and Confidential Information of User. All rights in and to the User Materials not expressly granted to Licensor in this Agreement are reserved by User.

3.3 Third-Party Components

Certain components of the alloy-it Platform may be licensed from third parties and may be subject to open source or free software licenses ("Third-Party Code"). Open-source components distributed by Licensor remain governed solely by their respective open-source licenses; the commercial use restrictions in this Agreement apply only to the proprietary, non-open-source components of the alloy-it Platform and to the hosted Services, unless otherwise stated. User must comply with the applicable open-source license terms, and nothing in this Agreement limits User's rights under, or grants rights that supersede, those license terms. A list of material Third-Party Code and applicable licenses is available in the Documentation.

3.4 Feedback & Aggregate Data

Both during and after the term, Licensor may (a) use any suggestions, enhancement requests, recommendations, or other feedback obtained in the course of providing the Services or otherwise provided by User, including Authorized Users, without restriction or obligation; and (b) collect, use, and analyze data provided to Licensor or otherwise arising during the use of the Services (excluding, for the avoidance of doubt, any personal data as defined under applicable data protection law), in order to improve and enhance the alloy-it Platform and the Services and for other development, diagnostic, and corrective purposes for offerings of Licensor.

3.5 Trademarks

"alloy-it" is a registered trademark (word mark), registered with the Benelux Office for Intellectual Property (BOIP) under Registration No. 1543531. The alloy-it® name, the alloy-it logo, and other product and service names used in connection with the alloy-it Platform (collectively, the "Marks") are registered or unregistered trademarks of the trademark holder and are used by Licensor under authorization. Nothing in this Agreement grants User any right, license, or interest in or to the Marks. User shall not use, register, or attempt to register any of the Marks, or any sign confusingly similar thereto, in any jurisdiction without the prior written consent of the trademark holder. All other trademarks, service marks, and trade names referenced herein remain the property of their respective owners.

4.1 Fees and Payment Terms

Your access to and use of the Services is subject to your payment of the applicable fees due for the Services selected by you ("Fees"), as set forth in the applicable agreement between you and Licensor, or otherwise indicated by Licensor from time to time. Such Fees, along with any other applicable amounts, charges, or taxes, shall be as noted on the invoice and viewable in your account profile. Unless otherwise set forth in the invoice or a separate order form, all invoiced amounts are due thirty (30) days after the invoice date. Fees are payable in the currency stated in the applicable order form or invoice. Fees are non-refundable unless otherwise expressly stated by Licensor in writing. Any amounts not paid when due will accrue interest at one and one-half percent (1½%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

4.2 Taxes

The Fees are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and User will be responsible for payment of all such taxes (other than taxes based on Licensor's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Services, or the license of the alloy-it Platform to User. User will make all payments of Fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Licensor will be User's sole responsibility, and User will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid.

5.1 Confidential Information

"Confidential Information" means any nonpublic information of a Party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the Receiving Party knows or should have known is the confidential or proprietary information of the Disclosing Party. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

5.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to User) or to those employees who have a reasonable need to know, who have confidentiality obligations no less restrictive than those set forth herein (with respect to Licensor). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

5.3 Compelled Disclosure

If the Receiving Party is required by applicable law, court order, or regulatory authority to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent permitted by law, (a) provide the Disclosing Party with prompt written notice before making such disclosure, (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief, and (c) disclose only the minimum amount of Confidential Information necessary to comply with the requirement.

6.1 Term

This Agreement begins on the date you first access or use the alloy-it Platform (the "Effective Date") and continues until terminated.

6.2 Termination

You may terminate this Agreement at any time by ceasing all use of the alloy-it Platform or by contacting Licensor. For enterprise customers, this Agreement will remain in effect until all active Statements of Work are completed or terminated, or until your Master Services Agreement or Enterprise Agreement has been terminated. Unless otherwise agreed in a Master Services Agreement or Enterprise Agreement, Licensor may terminate this Agreement at any time with 60 days' written notice.

6.3 Termination for Breach

Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party materially breaches this Agreement and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

6.4 Effect of Termination

Upon expiration or termination of this Agreement for any reason, User's use of and rights to the Services and alloy-it Platform shall cease and any amounts owed to Licensor under this Agreement will become immediately due and payable. Sections 2.3, 3, 4, 5, 6.4, 7, 8, 9, and 10 will survive expiration or termination of this Agreement.

7.1 Mutual Warranties

Each Party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing Party; and (c) the execution, delivery, and performance of this Agreement by the executing Party does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2 Licensor Warranties

Licensor represents and warrants that it will provide the Services under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards and in compliance with applicable laws, rules, and regulations.

7.3 User Warranty

User represents and warrants to Licensor that (a) User has sufficient rights for the use of the User Materials in accordance with this Agreement, and (b) User will use the Services in compliance with any Documentation or other instructions provided by Licensor and applicable law.

7.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALLOY-IT PLATFORM (INCLUDING ANY SOFTWARE CODE PROVIDED WITHIN THE ALLOY-IT PLATFORM) ARE PROVIDED "AS IS," AND LICENSOR MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES LICENSOR GUARANTEE ANY SPECIFIC RESULTS IN CONNECTION WITH USE OF THE SERVICES. USER'S USE OF THE SERVICES IS AT ITS OWN RISK, AND USER IS SOLELY RESPONSIBLE FOR ITS USE OF THE ALLOY-IT PLATFORM. LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY OR ITS PRODUCTS OR SERVICES.

7.5 No Service Level Agreement

Unless separately set out in a Master Services Agreement, Enterprise Agreement, or order form, Licensor does not provide any uptime commitments, response-time guarantees, backup obligations, or incident-resolution SLAs for self-service users. Any support, maintenance windows, or service-level targets beyond what is stated in a signed agreement are provided on a best-efforts basis only.

8.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT: WHETHER IN CONTRACT, TORT, OR OTHERWISE: WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY USER TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE USER ACCESSES THE SERVICES ON A FREE OR NO-CHARGE BASIS, THIS CAP IS ZERO (EUR 0), AND LICENSOR'S SOLE LIABILITY IN SUCH CASE IS TO DISCONTINUE THE FREE SERVICE.

8.3 Carve-outs

The exclusions and cap in Sections 8.1 and 8.2 do not apply to: (a) either Party's liability for death or personal injury caused by its negligence; (b) either Party's liability for fraud or fraudulent misrepresentation; (c) either Party's liability for gross negligence or willful misconduct; (d) User's indemnification obligations under Section 9.2; or (e) either Party's liability for breach of its confidentiality obligations under Section 5. The Parties agree that these limitations form an essential part of the basis of the bargain and will survive failure of any exclusive remedy.

9.1 By Licensor

Licensor will defend at its expense any claim, action, or suit brought against User (including reimbursement of User's reasonable legal or expert fees or related litigation costs), and will pay any settlement Licensor makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action, or suit by any third party alleging that the alloy-it Platform (excluding any Third-Party Code) infringes such third party's patents, copyrights, or trade secret rights under applicable laws. Notwithstanding the foregoing, Licensor will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon (a) any use of the Services not in accordance with this Agreement; (b) changes to the alloy-it Platform made by User; or (c) any use of the Services in combination with other products, services, software, or data not supplied by Licensor. THIS SECTION 9.1 STATES LICENSOR'S ENTIRE LIABILITY AND USER'S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

9.2 By User

User will defend at its own expense any claim, action, or suit brought against Licensor and/or its affiliates, and/or its or their respective equity holders, employees, directors, and agents from and against any and all third-party claims, and pay all liabilities, losses, damages, costs, and other expenses (including reimbursement of Licensor's reasonable legal or expert fees or related litigation costs), and will pay any settlement User makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action, or suit by any third party (a) alleging that the User Materials infringe such third party's patents, copyrights, or trade secret rights under applicable laws, or (b) arising out of or relating to User's breach of this Agreement.

9.3 Procedure

The foregoing obligations are conditioned on the indemnified Party (a) notifying the indemnifying Party promptly in writing of such action, (b) giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at the indemnifying Party's request and expense, assisting in such defense. The indemnified Party shall not agree to settle any such claim without the indemnifying Party's express prior written consent.

10.1 Assignment

Except as expressly authorized, neither Party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void. Notwithstanding the foregoing, either Party shall have the right to assign this Agreement, upon written notice but without the need for prior consent, to any affiliate or successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, restructuring, or otherwise.

10.2 Notices

All notices or demands required hereunder shall be in writing and shall be delivered personally, sent by certified or registered mail (return receipt requested), or sent by overnight express service to the appropriate Party at the address on file, or to such other address as a Party may designate by written notice. Any notice mailed as aforesaid shall be deemed to have been delivered on the date of delivery or refusal, as the case may be, set forth on the return receipt.

10.3 Governing Law and Venue

This Agreement and all exhibits and order forms will be governed by and interpreted in accordance with the laws of Luxembourg, without reference to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought exclusively in the courts of Luxembourg City, Luxembourg, and each Party irrevocably submits to the exclusive jurisdiction and venue of those courts for such purposes.

10.4 Waivers

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.5 Severability

If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

10.6 Entire Agreement; Modification

This Agreement constitutes the entire agreement between User and Licensor and supersedes all prior oral or written agreements with respect to the subject matter hereof. Licensor may update these Terms from time to time by posting a revised version at alloy-it.io/terms/ (or a successor URL). Non-material changes (such as clarifications or corrections) take effect on posting. Material changes will be notified by reasonable means (such as posting a notice on the platform or sending an email to the account holder) and will take effect no earlier than thirty (30) days after such notice. User's continued use of the alloy-it Platform after the effective date of any update constitutes acceptance of the revised Terms.

10.7 Order of Precedence

In the event of any conflict between this Agreement and any other document governing the relationship between the Parties, the following order of precedence applies (highest to lowest): (1) any signed Order Form or Statement of Work; (2) any signed Enterprise Agreement or Master Services Agreement; (3) these Terms & Conditions. A document of higher precedence controls over a document of lower precedence only to the extent of the conflict.