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Terms of Use

Last Modified: 2026-01-28

These Alpha Vision Terms of Use (this “Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and AGI7 Inc. (“AGI7,” “we,” or “us”). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW, EXECUTE AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESS OR USE THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Definitions
“Aggregated Statistics” has the meaning set out in Section 2(d).

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents, and End Users (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Confidential Information” has the meaning set out in 7.

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs based thereon or derived therefrom, including Customer Input and Customer Output. Customer Data does not include Aggregated Statistics.

“Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

“Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to a Customer Input.

“Documentation” means AGI7’s documentation relating to the Services and, if applicable, the Equipment provided by AGI7 to Customer either electronically or in hard copy form.

“End User” means an individual or entity that is a customer or client of Customer and that is permitted by Customer to access and use certain features or functionality of the Services, in each case for purposes of receiving services from Customer and not as a customer or client of AGI7.

“Equipment” has the meaning set out in Section 3.

“Feedback” has the meaning set out in Section 8.

“Fees” has the meaning set out in Section 6.

“Losses” has the meaning set out in Section 10.

“Order” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to, and any Equipment being leased to you.

“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers. Customer’s business contact information is not by itself deemed to be Personal Information.

“Privacy Policy” has the meaning set out in 8.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“AGI7 IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, AGI7 IP includes Aggregated Statistics and any information, data, or other content derived from AGI7’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. AGI7 IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

“Services” means the services provided by AGI7 under this Agreement that are reflected in the Order.

“Service Levels” has the meaning set out in Section 5.

“Service Suspension” has the meaning set out in Section 2.

“Term” has the meaning set out in Section 12.

“Third-Party Claim” has the meaning set out in Section 10.

“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

“Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of AGI7 to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.
Access and Use
1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement and the applicable Order, AGI7 hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Notwithstanding the foregoing, if an Authorized User is an End User, AGI7 hereby grants you a non-exclusive, non-transferable right to enable your End Users to access and use the Services solely in connection with the products or services you provide to such End Users under these terms and conditions. AGI7 shall provide you the necessary passwords and access credentials to allow you access to the Services.
2. Documentation License. Subject to the terms and conditions contained in this Agreement, AGI7 hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes, and, if applicable, in connection with your provision of services to End Users, in each case in connection with use of the Services.
3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted in this Agreement and the applicable Order; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any Customer Output to develop, train, or improve a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate Customer Output, or use Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.
4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, AGI7 may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by AGI7 in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between AGI7 and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AGI7. You agree that AGI7 may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
5. Reservation of Rights. AGI7 reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the AGI7 IP or Third-Party Products.
6. Suspension. Notwithstanding anything to the contrary in this Agreement, AGI7 may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) AGI7 reasonably determines that (A) there is a threat or attack on any of the AGI7 IP; (B) Customer’s or any other Authorized User’s use of the AGI7 IP disrupts or poses a security risk to the AGI7 IP, to AGI7, or to any other customer or vendor of AGI7; (C) Customer or any other Authorized User is using the AGI7 IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) AGI7’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 2(c); (ii) any vendor of AGI7 has suspended or terminated AGI7’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with 6 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). AGI7 shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. AGI7 shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. AGI7 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Equipment Lease
1. Equipment. From time to time, an Order may specify that AGI7 will provide certain hardware and equipment (collectively, “Equipment”) for use in connection with the Services. AGI7 is not obligated to provide any Hardware unless expressly stated in an applicable Order. Any such Equipment will be provided solely in the quantities, for the fees, and for the period specified in the applicable Order.
2. Ownership; Lease. Unless an Order expressly states that title will transfer to Customer, all Equipment provided under this Addendum is leased, and remains the sole and exclusive property of AGI7 or its lessors. Subject to timely payment of all applicable fees and compliance with this Addendum, the Agreement, and the applicable Order, AGI7 shall lease the Equipment to Customer during the Term to use the Hardware solely in connection with the Services. Customer shall not sell, lease, sublease, lend, pledge, encumber, or otherwise transfer or dispose of any Hardware.
3. Use and Care. Customer will use the Equipment only in accordance with AGI7’s written instructions and the Documentation, and in a careful and proper manner consistent with its intended use. Customer will not (i) use the Equipment for any unlawful purpose; (ii) modify, alter, tamper with, or repair the Equipment except as expressly authorized in writing by AGI7; or (iii) relocate the Equipment to a different site without AGI7’s prior written consent.
4. Delivery; Risk of Loss; Maintenance. Customer will pay all shipping/installation Fees as specified in the applicable Order. Upon Customer request, AGI7 will maintain and repair the Equipment due to normal use/wear and tear, and any additional installation, maintenance and repair services shall be set forth in the applicable Order. Unless otherwise specified in an Order, the Equipment will be delivered FOB shipping point, and risk of loss or damage to the Equipment passes to Customer upon delivery to the carrier. Customer is responsible, at its expense, for safeguarding the Equipment from loss, theft, or damage while in Customer’s possession or control. Customer shall not permit any repairs or modifications to the Equipment except as expressly authorized by AGI7.
5. Return of Equipment. Upon the earlier of (i) a material breach of this Agreement by you, (ii) expiration or termination of the Order, or (iii) expiration or termination of this Agreement, Customer shall, at its expense and in accordance with AGI7’s instructions, promptly return the Equipment to AGI7 in good working condition, ordinary wear and tear excepted. If Customer fails to timely return any Hardware, AGI7 may, in addition to any other rights or remedies, invoice Customer for, and Customer shall pay, the then-current replacement value of such Hardware, as reasonably determined by AGI7.
Customer Responsibilities
1. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. In the event an Authorized User is an End User, you shall ensure that End Users receive, are aware of, and accept the terms and conditions of this Agreement before using the Services and promptly report to AGI7 in writing any actual or suspected non-compliance.
2. Use of Customer Output. You are solely responsible for (i) evaluating (including by human review) Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the Customer Output.
3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms as made available at by AGI7, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products.
Service Levels and Support
1. Service Levels. Subject to the terms and conditions of this Agreement, AGI7 shall use commercially reasonable efforts to make the Services available in accordance with the service levels described on the Order (“Service Levels”).
2. Support. The access and use rights granted hereunder entitle Customer to the support services described on the Order.
Fees and Payment
Customer shall pay AGI7 the fees as described on the Order (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting AGI7’s other rights and remedies: (i) AGI7 may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse AGI7 for all reasonable costs incurred by AGI7 in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if the failure continues for thirty (30) days or more, AGI7 may suspend, under Section 2, Customer’s and all other Authorized Users’ access to any portion or all of the Services, and demand return of the Equipment, until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on AGI7’s income.
Confidential Information
From time to time during the Term, AGI7 and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, AGI7 IP is AGI7’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter.
Privacy Policy
AGI7 complies with its privacy policy, available at https://alphavision.ai/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
Intellectual Property Ownership; Feedback
1. AGI7 IP. Customer acknowledges that, as between Customer and AGI7, AGI7 owns all right, title, and interest, including all intellectual property rights, in and to the AGI7 IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. AGI7 hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the AGI7 IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.
2. Customer Data. AGI7 acknowledges that, as between AGI7 and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9 with respect to AGI7 IP and Third-Party Products incorporated into Customer Output and subject to the license granted herein. Customer hereby grants to AGI7 a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for AGI7 to provide the Services to Customer and (ii) use, modify, and adapt only aggregated and anonymized Customer Input and Customer Output to train, develop, adapt, modify, enhance, or improve the Services and other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.
3. Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
Limited Warranty and Warranty Disclaimer.
1. Limited AGI7 Warranty. AGI7 warrants that the Services and Equipment will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and AGI7’s sole liability for breach of the foregoing warranty is for AGI7 to use reasonable efforts to correct the Services to conform to the Documentation. AGI7 does not make any representations or guarantees regarding uptime or availability of the Services or Equipment unless specifically identified in the Service Levels or Order. The remedies set out in the Service Levels are Customer’s sole remedies and AGI7’s sole liability for failure of the Services to meet the Service Levels. THE FOREGOING WARRANTY DOES NOT APPLY, AND AGI7 STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
2. Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data (other than Customer Output) so that, as received by AGI7 and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data (other than Customer Output) contains or will contain any Personal Information.
3. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 10 THE SERVICES, EQUIPMENT AND CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND AGI7 SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AGI7 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AGI7 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, EQUIPMENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY CUSTOMER OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, CUSTOMER OUTPUT (I) MAY BE INACCURATE,(II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES.
Indemnification.
1. AGI7 Indemnification.
  1. AGI7 shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services (including any Training Data used by AGI7 to train AI Technology incorporated or included in the Services), or Customer’s or any Authorized User’s use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies AGI7 in writing of the Third-Party Claim, cooperates with AGI7, and allows AGI7 sole authority to control the defense and settlement of such Third-Party Claim.
  2. If such a Third-Party Claim is made or AGI7 reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit AGI7, at AGI7’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If AGI7 determines that neither alternative is reasonably available, AGI7 may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. This Section 11 will not apply to the extent that any such Third-Party Claim arises from (A) Customer’s or any other Authorized User’s use of the Services in combination with any products, services, or software not provided by AGI7; (B) modifications to the Services or Customer Output other than by AGI7; (C) Customer Input or other Customer Data other than Customer Output; (D) Third-Party Products; (E) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the Services; or (F) your material violation of this Agreement or applicable laws.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at AGI7’s option, defend AGI7 and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Input or other Customer Data other than Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services or Equipment in material violation of the terms of this Agreement or applicable laws; provided that Customer may not settle any Third-Party Claim against AGI7 unless AGI7 consents to such settlement, and further provided that AGI7 will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 10 SETS OUT CUSTOMER’S SOLE REMEDIES AND AGI7’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability
EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO AGI7 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties’ obligations under 7 or 11 or either party’s gross negligence or willful misconduct.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the “Term”). Services that are specified in the Order to automatically renew will renew for the number of additional successive terms and for the periods as specified in the Order unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current services period.
2. Termination. In addition to any other express termination right set out in this Agreement:
  1. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
  2. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the AGI7 IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Following expiration or termination of this Agreement, AGI7 may permanently delete Customer Data from the Services and all systems AGI7 controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, AGI7 shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services or any other products or services resulting from AGI7’s use of Customer Data pursuant to Section 8.
4. Survival. This Section 12, Sections 3, 6, 7, 9, 11, 12, 15, 16, and 17 and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.
Amendment and Modification; Waiver
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Export Regulation
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous
This Agreement, including the Order, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to info@alphavision.ai or our corporate headquarters address at 1901 S Bascom Ave, Suite 1180, Campbell, CA 95008 and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Last Modified: 2026-01-28

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Definitions
“Aggregated Statistics” has the meaning set out in Section 2(d).

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents, and End Users (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Confidential Information” has the meaning set out in 7.

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs based thereon or derived therefrom, including Customer Input and Customer Output. Customer Data does not include Aggregated Statistics.

“Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

“Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to a Customer Input.

“Documentation” means AGI7’s documentation relating to the Services and, if applicable, the Equipment provided by AGI7 to Customer either electronically or in hard copy form.

“End User” means an individual or entity that is a customer or client of Customer and that is permitted by Customer to access and use certain features or functionality of the Services, in each case for purposes of receiving services from Customer and not as a customer or client of AGI7.

“Equipment” has the meaning set out in Section 3.

“Feedback” has the meaning set out in Section 8.

“Fees” has the meaning set out in Section 6.

“Losses” has the meaning set out in Section 10.

“Order” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to, and any Equipment being leased to you.

“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers. Customer’s business contact information is not by itself deemed to be Personal Information.

“Privacy Policy” has the meaning set out in 8.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“AGI7 IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, AGI7 IP includes Aggregated Statistics and any information, data, or other content derived from AGI7’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. AGI7 IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

“Services” means the services provided by AGI7 under this Agreement that are reflected in the Order.

“Service Levels” has the meaning set out in Section 5.

“Service Suspension” has the meaning set out in Section 2.

“Term” has the meaning set out in Section 12.

“Third-Party Claim” has the meaning set out in Section 10.

“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

“Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of AGI7 to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.
Access and Use
1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement and the applicable Order, AGI7 hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Notwithstanding the foregoing, if an Authorized User is an End User, AGI7 hereby grants you a non-exclusive, non-transferable right to enable your End Users to access and use the Services solely in connection with the products or services you provide to such End Users under these terms and conditions. AGI7 shall provide you the necessary passwords and access credentials to allow you access to the Services.
2. Documentation License. Subject to the terms and conditions contained in this Agreement, AGI7 hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes, and, if applicable, in connection with your provision of services to End Users, in each case in connection with use of the Services.
3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted in this Agreement and the applicable Order; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any Customer Output to develop, train, or improve a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate Customer Output, or use Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.
4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, AGI7 may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by AGI7 in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between AGI7 and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AGI7. You agree that AGI7 may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
5. Reservation of Rights. AGI7 reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the AGI7 IP or Third-Party Products.
6. Suspension. Notwithstanding anything to the contrary in this Agreement, AGI7 may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) AGI7 reasonably determines that (A) there is a threat or attack on any of the AGI7 IP; (B) Customer’s or any other Authorized User’s use of the AGI7 IP disrupts or poses a security risk to the AGI7 IP, to AGI7, or to any other customer or vendor of AGI7; (C) Customer or any other Authorized User is using the AGI7 IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) AGI7’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 2(c); (ii) any vendor of AGI7 has suspended or terminated AGI7’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with 6 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). AGI7 shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. AGI7 shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. AGI7 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Equipment Lease
1. Equipment. From time to time, an Order may specify that AGI7 will provide certain hardware and equipment (collectively, “Equipment”) for use in connection with the Services. AGI7 is not obligated to provide any Hardware unless expressly stated in an applicable Order. Any such Equipment will be provided solely in the quantities, for the fees, and for the period specified in the applicable Order.
2. Ownership; Lease. Unless an Order expressly states that title will transfer to Customer, all Equipment provided under this Addendum is leased, and remains the sole and exclusive property of AGI7 or its lessors. Subject to timely payment of all applicable fees and compliance with this Addendum, the Agreement, and the applicable Order, AGI7 shall lease the Equipment to Customer during the Term to use the Hardware solely in connection with the Services. Customer shall not sell, lease, sublease, lend, pledge, encumber, or otherwise transfer or dispose of any Hardware.
3. Use and Care. Customer will use the Equipment only in accordance with AGI7’s written instructions and the Documentation, and in a careful and proper manner consistent with its intended use. Customer will not (i) use the Equipment for any unlawful purpose; (ii) modify, alter, tamper with, or repair the Equipment except as expressly authorized in writing by AGI7; or (iii) relocate the Equipment to a different site without AGI7’s prior written consent.
4. Delivery; Risk of Loss; Maintenance. Customer will pay all shipping/installation Fees as specified in the applicable Order. Upon Customer request, AGI7 will maintain and repair the Equipment due to normal use/wear and tear, and any additional installation, maintenance and repair services shall be set forth in the applicable Order. Unless otherwise specified in an Order, the Equipment will be delivered FOB shipping point, and risk of loss or damage to the Equipment passes to Customer upon delivery to the carrier. Customer is responsible, at its expense, for safeguarding the Equipment from loss, theft, or damage while in Customer’s possession or control. Customer shall not permit any repairs or modifications to the Equipment except as expressly authorized by AGI7.
5. Return of Equipment. Upon the earlier of (i) a material breach of this Agreement by you, (ii) expiration or termination of the Order, or (iii) expiration or termination of this Agreement, Customer shall, at its expense and in accordance with AGI7’s instructions, promptly return the Equipment to AGI7 in good working condition, ordinary wear and tear excepted. If Customer fails to timely return any Hardware, AGI7 may, in addition to any other rights or remedies, invoice Customer for, and Customer shall pay, the then-current replacement value of such Hardware, as reasonably determined by AGI7.
Customer Responsibilities
1. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. In the event an Authorized User is an End User, you shall ensure that End Users receive, are aware of, and accept the terms and conditions of this Agreement before using the Services and promptly report to AGI7 in writing any actual or suspected non-compliance.
2. Use of Customer Output. You are solely responsible for (i) evaluating (including by human review) Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the Customer Output.
3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms as made available at by AGI7, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products.
Service Levels and Support
1. Service Levels. Subject to the terms and conditions of this Agreement, AGI7 shall use commercially reasonable efforts to make the Services available in accordance with the service levels described on the Order (“Service Levels”).
2. Support. The access and use rights granted hereunder entitle Customer to the support services described on the Order.
Fees and Payment
Customer shall pay AGI7 the fees as described on the Order (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting AGI7’s other rights and remedies: (i) AGI7 may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse AGI7 for all reasonable costs incurred by AGI7 in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if the failure continues for thirty (30) days or more, AGI7 may suspend, under Section 2, Customer’s and all other Authorized Users’ access to any portion or all of the Services, and demand return of the Equipment, until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on AGI7’s income.
Confidential Information
From time to time during the Term, AGI7 and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, AGI7 IP is AGI7’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter.
Privacy Policy
AGI7 complies with its privacy policy, available at https://alphavision.ai/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
Intellectual Property Ownership; Feedback
1. AGI7 IP. Customer acknowledges that, as between Customer and AGI7, AGI7 owns all right, title, and interest, including all intellectual property rights, in and to the AGI7 IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. AGI7 hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the AGI7 IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.
2. Customer Data. AGI7 acknowledges that, as between AGI7 and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9 with respect to AGI7 IP and Third-Party Products incorporated into Customer Output and subject to the license granted herein. Customer hereby grants to AGI7 a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for AGI7 to provide the Services to Customer and (ii) use, modify, and adapt only aggregated and anonymized Customer Input and Customer Output to train, develop, adapt, modify, enhance, or improve the Services and other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.
3. Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
Limited Warranty and Warranty Disclaimer.
1. Limited AGI7 Warranty. AGI7 warrants that the Services and Equipment will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and AGI7’s sole liability for breach of the foregoing warranty is for AGI7 to use reasonable efforts to correct the Services to conform to the Documentation. AGI7 does not make any representations or guarantees regarding uptime or availability of the Services or Equipment unless specifically identified in the Service Levels or Order. The remedies set out in the Service Levels are Customer’s sole remedies and AGI7’s sole liability for failure of the Services to meet the Service Levels. THE FOREGOING WARRANTY DOES NOT APPLY, AND AGI7 STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
2. Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data (other than Customer Output) so that, as received by AGI7 and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data (other than Customer Output) contains or will contain any Personal Information.
3. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 10 THE SERVICES, EQUIPMENT AND CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND AGI7 SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AGI7 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AGI7 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, EQUIPMENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY CUSTOMER OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, CUSTOMER OUTPUT (I) MAY BE INACCURATE,(II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES.
Indemnification.
1. AGI7 Indemnification.
  1. AGI7 shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services (including any Training Data used by AGI7 to train AI Technology incorporated or included in the Services), or Customer’s or any Authorized User’s use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies AGI7 in writing of the Third-Party Claim, cooperates with AGI7, and allows AGI7 sole authority to control the defense and settlement of such Third-Party Claim.
  2. If such a Third-Party Claim is made or AGI7 reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit AGI7, at AGI7’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If AGI7 determines that neither alternative is reasonably available, AGI7 may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. This Section 11 will not apply to the extent that any such Third-Party Claim arises from (A) Customer’s or any other Authorized User’s use of the Services in combination with any products, services, or software not provided by AGI7; (B) modifications to the Services or Customer Output other than by AGI7; (C) Customer Input or other Customer Data other than Customer Output; (D) Third-Party Products; (E) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the Services; or (F) your material violation of this Agreement or applicable laws.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at AGI7’s option, defend AGI7 and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Input or other Customer Data other than Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services or Equipment in material violation of the terms of this Agreement or applicable laws; provided that Customer may not settle any Third-Party Claim against AGI7 unless AGI7 consents to such settlement, and further provided that AGI7 will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 10 SETS OUT CUSTOMER’S SOLE REMEDIES AND AGI7’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability
EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO AGI7 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties’ obligations under 7 or 11 or either party’s gross negligence or willful misconduct.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the “Term”). Services that are specified in the Order to automatically renew will renew for the number of additional successive terms and for the periods as specified in the Order unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current services period.
2. Termination. In addition to any other express termination right set out in this Agreement:
  1. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
  2. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the AGI7 IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Following expiration or termination of this Agreement, AGI7 may permanently delete Customer Data from the Services and all systems AGI7 controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, AGI7 shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services or any other products or services resulting from AGI7’s use of Customer Data pursuant to Section 8.
4. Survival. This Section 12, Sections 3, 6, 7, 9, 11, 12, 15, 16, and 17 and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.
Amendment and Modification; Waiver
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Export Regulation
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous
This Agreement, including the Order, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to info@alphavision.ai or our corporate headquarters address at 1901 S Bascom Ave, Suite 1180, Campbell, CA 95008 and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Last Modified: 2026-01-28

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Definitions
“Aggregated Statistics” has the meaning set out in Section 2(d).

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents, and End Users (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Confidential Information” has the meaning set out in 7.

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs based thereon or derived therefrom, including Customer Input and Customer Output. Customer Data does not include Aggregated Statistics.

“Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

“Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to a Customer Input.

“Documentation” means AGI7’s documentation relating to the Services and, if applicable, the Equipment provided by AGI7 to Customer either electronically or in hard copy form.

“End User” means an individual or entity that is a customer or client of Customer and that is permitted by Customer to access and use certain features or functionality of the Services, in each case for purposes of receiving services from Customer and not as a customer or client of AGI7.

“Equipment” has the meaning set out in Section 3.

“Feedback” has the meaning set out in Section 8.

“Fees” has the meaning set out in Section 6.

“Losses” has the meaning set out in Section 10.

“Order” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to, and any Equipment being leased to you.

“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers. Customer’s business contact information is not by itself deemed to be Personal Information.

“Privacy Policy” has the meaning set out in 8.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“AGI7 IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, AGI7 IP includes Aggregated Statistics and any information, data, or other content derived from AGI7’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. AGI7 IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

“Services” means the services provided by AGI7 under this Agreement that are reflected in the Order.

“Service Levels” has the meaning set out in Section 5.

“Service Suspension” has the meaning set out in Section 2.

“Term” has the meaning set out in Section 12.

“Third-Party Claim” has the meaning set out in Section 10.

“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

“Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of AGI7 to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.
Access and Use
1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement and the applicable Order, AGI7 hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Notwithstanding the foregoing, if an Authorized User is an End User, AGI7 hereby grants you a non-exclusive, non-transferable right to enable your End Users to access and use the Services solely in connection with the products or services you provide to such End Users under these terms and conditions. AGI7 shall provide you the necessary passwords and access credentials to allow you access to the Services.
2. Documentation License. Subject to the terms and conditions contained in this Agreement, AGI7 hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes, and, if applicable, in connection with your provision of services to End Users, in each case in connection with use of the Services.
3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted in this Agreement and the applicable Order; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any Customer Output to develop, train, or improve a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate Customer Output, or use Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.
4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, AGI7 may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by AGI7 in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between AGI7 and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AGI7. You agree that AGI7 may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
5. Reservation of Rights. AGI7 reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the AGI7 IP or Third-Party Products.
6. Suspension. Notwithstanding anything to the contrary in this Agreement, AGI7 may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) AGI7 reasonably determines that (A) there is a threat or attack on any of the AGI7 IP; (B) Customer’s or any other Authorized User’s use of the AGI7 IP disrupts or poses a security risk to the AGI7 IP, to AGI7, or to any other customer or vendor of AGI7; (C) Customer or any other Authorized User is using the AGI7 IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) AGI7’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 2(c); (ii) any vendor of AGI7 has suspended or terminated AGI7’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with 6 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). AGI7 shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. AGI7 shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. AGI7 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Equipment Lease
1. Equipment. From time to time, an Order may specify that AGI7 will provide certain hardware and equipment (collectively, “Equipment”) for use in connection with the Services. AGI7 is not obligated to provide any Hardware unless expressly stated in an applicable Order. Any such Equipment will be provided solely in the quantities, for the fees, and for the period specified in the applicable Order.
2. Ownership; Lease. Unless an Order expressly states that title will transfer to Customer, all Equipment provided under this Addendum is leased, and remains the sole and exclusive property of AGI7 or its lessors. Subject to timely payment of all applicable fees and compliance with this Addendum, the Agreement, and the applicable Order, AGI7 shall lease the Equipment to Customer during the Term to use the Hardware solely in connection with the Services. Customer shall not sell, lease, sublease, lend, pledge, encumber, or otherwise transfer or dispose of any Hardware.
3. Use and Care. Customer will use the Equipment only in accordance with AGI7’s written instructions and the Documentation, and in a careful and proper manner consistent with its intended use. Customer will not (i) use the Equipment for any unlawful purpose; (ii) modify, alter, tamper with, or repair the Equipment except as expressly authorized in writing by AGI7; or (iii) relocate the Equipment to a different site without AGI7’s prior written consent.
4. Delivery; Risk of Loss; Maintenance. Customer will pay all shipping/installation Fees as specified in the applicable Order. Upon Customer request, AGI7 will maintain and repair the Equipment due to normal use/wear and tear, and any additional installation, maintenance and repair services shall be set forth in the applicable Order. Unless otherwise specified in an Order, the Equipment will be delivered FOB shipping point, and risk of loss or damage to the Equipment passes to Customer upon delivery to the carrier. Customer is responsible, at its expense, for safeguarding the Equipment from loss, theft, or damage while in Customer’s possession or control. Customer shall not permit any repairs or modifications to the Equipment except as expressly authorized by AGI7.
5. Return of Equipment. Upon the earlier of (i) a material breach of this Agreement by you, (ii) expiration or termination of the Order, or (iii) expiration or termination of this Agreement, Customer shall, at its expense and in accordance with AGI7’s instructions, promptly return the Equipment to AGI7 in good working condition, ordinary wear and tear excepted. If Customer fails to timely return any Hardware, AGI7 may, in addition to any other rights or remedies, invoice Customer for, and Customer shall pay, the then-current replacement value of such Hardware, as reasonably determined by AGI7.
Customer Responsibilities
1. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. In the event an Authorized User is an End User, you shall ensure that End Users receive, are aware of, and accept the terms and conditions of this Agreement before using the Services and promptly report to AGI7 in writing any actual or suspected non-compliance.
2. Use of Customer Output. You are solely responsible for (i) evaluating (including by human review) Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the Customer Output.
3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms as made available at by AGI7, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products.
Service Levels and Support
1. Service Levels. Subject to the terms and conditions of this Agreement, AGI7 shall use commercially reasonable efforts to make the Services available in accordance with the service levels described on the Order (“Service Levels”).
2. Support. The access and use rights granted hereunder entitle Customer to the support services described on the Order.
Fees and Payment
Customer shall pay AGI7 the fees as described on the Order (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting AGI7’s other rights and remedies: (i) AGI7 may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse AGI7 for all reasonable costs incurred by AGI7 in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if the failure continues for thirty (30) days or more, AGI7 may suspend, under Section 2, Customer’s and all other Authorized Users’ access to any portion or all of the Services, and demand return of the Equipment, until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on AGI7’s income.
Confidential Information
From time to time during the Term, AGI7 and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, AGI7 IP is AGI7’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter.
Privacy Policy
AGI7 complies with its privacy policy, available at https://alphavision.ai/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
Intellectual Property Ownership; Feedback
1. AGI7 IP. Customer acknowledges that, as between Customer and AGI7, AGI7 owns all right, title, and interest, including all intellectual property rights, in and to the AGI7 IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. AGI7 hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the AGI7 IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.
2. Customer Data. AGI7 acknowledges that, as between AGI7 and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9 with respect to AGI7 IP and Third-Party Products incorporated into Customer Output and subject to the license granted herein. Customer hereby grants to AGI7 a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for AGI7 to provide the Services to Customer and (ii) use, modify, and adapt only aggregated and anonymized Customer Input and Customer Output to train, develop, adapt, modify, enhance, or improve the Services and other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.
3. Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
Limited Warranty and Warranty Disclaimer.
1. Limited AGI7 Warranty. AGI7 warrants that the Services and Equipment will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and AGI7’s sole liability for breach of the foregoing warranty is for AGI7 to use reasonable efforts to correct the Services to conform to the Documentation. AGI7 does not make any representations or guarantees regarding uptime or availability of the Services or Equipment unless specifically identified in the Service Levels or Order. The remedies set out in the Service Levels are Customer’s sole remedies and AGI7’s sole liability for failure of the Services to meet the Service Levels. THE FOREGOING WARRANTY DOES NOT APPLY, AND AGI7 STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
2. Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data (other than Customer Output) so that, as received by AGI7 and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data (other than Customer Output) contains or will contain any Personal Information.
3. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 10 THE SERVICES, EQUIPMENT AND CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND AGI7 SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AGI7 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AGI7 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, EQUIPMENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY CUSTOMER OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, CUSTOMER OUTPUT (I) MAY BE INACCURATE,(II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES.
Indemnification.
1. AGI7 Indemnification.
  1. AGI7 shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services (including any Training Data used by AGI7 to train AI Technology incorporated or included in the Services), or Customer’s or any Authorized User’s use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies AGI7 in writing of the Third-Party Claim, cooperates with AGI7, and allows AGI7 sole authority to control the defense and settlement of such Third-Party Claim.
  2. If such a Third-Party Claim is made or AGI7 reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit AGI7, at AGI7’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If AGI7 determines that neither alternative is reasonably available, AGI7 may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. This Section 11 will not apply to the extent that any such Third-Party Claim arises from (A) Customer’s or any other Authorized User’s use of the Services in combination with any products, services, or software not provided by AGI7; (B) modifications to the Services or Customer Output other than by AGI7; (C) Customer Input or other Customer Data other than Customer Output; (D) Third-Party Products; (E) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the Services; or (F) your material violation of this Agreement or applicable laws.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at AGI7’s option, defend AGI7 and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Input or other Customer Data other than Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services or Equipment in material violation of the terms of this Agreement or applicable laws; provided that Customer may not settle any Third-Party Claim against AGI7 unless AGI7 consents to such settlement, and further provided that AGI7 will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 10 SETS OUT CUSTOMER’S SOLE REMEDIES AND AGI7’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability
EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO AGI7 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties’ obligations under 7 or 11 or either party’s gross negligence or willful misconduct.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the “Term”). Services that are specified in the Order to automatically renew will renew for the number of additional successive terms and for the periods as specified in the Order unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current services period.
2. Termination. In addition to any other express termination right set out in this Agreement:
  1. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
  2. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the AGI7 IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Following expiration or termination of this Agreement, AGI7 may permanently delete Customer Data from the Services and all systems AGI7 controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, AGI7 shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services or any other products or services resulting from AGI7’s use of Customer Data pursuant to Section 8.
4. Survival. This Section 12, Sections 3, 6, 7, 9, 11, 12, 15, 16, and 17 and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.
Amendment and Modification; Waiver
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Export Regulation
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous
This Agreement, including the Order, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to info@alphavision.ai or our corporate headquarters address at 1901 S Bascom Ave, Suite 1180, Campbell, CA 95008 and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Terms of Use

Definitions

Access and Use

Equipment Lease

Customer Responsibilities

Service Levels and Support

Fees and Payment

Confidential Information

Privacy Policy

Intellectual Property Ownership; Feedback

Limited Warranty and Warranty Disclaimer.

Indemnification.

Limitations of Liability

Term and Termination.

Amendment and Modification; Waiver

Export Regulation

Governing Law and Jurisdiction

Miscellaneous

Definitions

Access and Use

Equipment Lease

Customer Responsibilities

Service Levels and Support

Fees and Payment

Confidential Information

Privacy Policy

Intellectual Property Ownership; Feedback

Limited Warranty and Warranty Disclaimer.

Indemnification.

Limitations of Liability

Term and Termination.

Amendment and Modification; Waiver

Export Regulation

Governing Law and Jurisdiction

Miscellaneous

Definitions

Access and Use

Equipment Lease

Customer Responsibilities

Service Levels and Support

Fees and Payment

Confidential Information

Privacy Policy

Intellectual Property Ownership; Feedback

Limited Warranty and Warranty Disclaimer.

Indemnification.

Limitations of Liability

Term and Termination.

Amendment and Modification; Waiver

Export Regulation

Governing Law and Jurisdiction

Miscellaneous