Alotten Terms of Service

This Agreement has been in force since April 17, 2023.

Introduction

This Terms of Service Agreement and our Privacy Policy (together, the “Agreement”) is made and entered into by and between Alotten, Inc., a Delaware corporation, (either the “Company” or “Alotten”) and You (either a “Client” or “You”). It governs Your access and use of alotten.com (or any subdomain thereof, the “Website”), as well as the Services (as defined below).

If You do not agree with any of the terms below, You may not use the Website or the Services.

This Agreement contains a mandatory arbitration clause, a waiver of jury trial, and a waiver of class action relief.

By using or attempting to use the Website or the Services, You certify that You are at least 18 years of age. If You are not, please immediately discontinue Your use of the Website and the Services. If You are entering into this Agreement as a representative of an organization, You represent and warrant that You have the authority to bind the organization as the Client to this Agreement.

You may not access the Services or Website for the purpose of competing with the Company or creating or offering any competitive service or product.

Defined Terms

Capitalized terms not otherwise defined in this Agreement have the meanings provided below.

  • “Authorized User” – An individual (e.g., an employee or other personnel) who is authorized by the applicable Client to use the Services and to whom the Company has allowed access through a user identification and password.
  • “Alotten Platform” – The cloud-based SaaS software platform providing human resources modules available at app.alotten.com.
  • “Beta Services” – New products and services that have not been made commercially available, which the Company may offer to Client for free for a specified amount of time for market testing and improvement purposes.
  • “Client Data” – All electronic data and information submitted to or through the Services by You, the Client, or its Authorized User.
  • “Documentation” – The information and instructions for using Services, which may be provided from time to time on the Alotten Platform.
  • “Free Services” – Any Services that the Company may make available to You free of charge. “Free Services” do not include Free-Trial Services or Purchased Services.
  • “Free-Trial Services” – Any Services that the Company may make available to You free of charge for a limited time in order for You to evaluate the Services.
  • “Non-Alotten Products & Services” – Any third-party product or service that interoperates with any of the Services or is made available on the Alotten Platform.
  • “Order” – A mutually agreed-upon order for Services, including descriptions of the Services to be provided, the term, associated fees, and payment information. Orders may be updated to include additional Services.
  • “Partner” – A party that entered into a Partner Agreement (e.g., a reseller agreement) with the Company to market, sell, or provide Services.
  • “Purchased Services” – Any Services that You or a Partner purchased and for which an Order or Partner agreement was generated.

Website Usage

The Company reserves the right in its sole discretion to:

  1. Amend, modify, or withdraw any portion of the Website.
  2. Cease providing all or any portion of the Website, at any time and for any reason.

While using the Website, You agree to comply with all applicable laws, rules, and regulations. You may not engage in any unauthorized use, copying, or distribution of Website content.

Prohibited Conduct

You agree to refrain from engaging in the following conduct when using the Website:

  • Posting or transmitting any unlawful, threatening, defamatory, obscene, deceptive, or fraudulent material.
  • Engaging in activities that violate the legal rights of others, including privacy rights.
  • Harvesting or collecting personally identifiable information from other users.

Services

The Company will make the Services available to the Client in accordance with this Agreement and any applicable Order. The Company reserves the right to:

  1. Amend, modify, or withdraw any portion of the Services at any time.
  2. Cease providing all or any portion of the Services.

If a material portion of Purchased Services is no longer offered, it will be replaced by comparable Services or a pro-rata refund will be provided, as determined by the Company.

Support

The Company will provide general, reasonable support for the Services. Additional support may be purchased as agreed upon by the parties.

Fees for Purchased Services

1. Payment

  • The Client agrees to pay all fees specified in the applicable Order(s).
  • Payments are non-cancelable and non-refundable.
  • The Client authorizes automatic ACH withdrawals for fees unless otherwise specified.

2. Overdue Charges

  • Overdue invoices are subject to a late payment penalty of 1.5% per month, or the maximum rate permitted by law.

3. Taxes

  • Fees do not include taxes, levies, or duties. The Client is responsible for all applicable taxes.

Licenses & Ownership

  • The Website and Services are licensed, not sold.
  • The Company retains ownership of all technology, data, and proprietary materials.
  • The Client is granted a non-exclusive, non-transferable license to use the Services for internal business purposes.

Client Data & Logo Use

  • The Client grants the Company a worldwide, royalty-free license to use Client Data for service provision and improvement.
  • The Company may use the Client’s logo and name for marketing purposes.

Confidentiality

  • Each party agrees to protect confidential information using reasonable care.
  • Confidentiality obligations last for two (2) years after disclosure.
  • Confidentiality does not apply to publicly available or lawfully disclosed information.

Disclaimers & Limitations of Liability

1. No Warranty

THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

2. Limitation of Liability

  • The Company is not liable for lost revenue, profit, or consequential damages.
  • Liability is limited to the amount paid in the past 12 months for Purchased Services.

Arbitration & Dispute Resolution

  1. Negotiation – Parties must attempt to resolve disputes informally before arbitration.
  2. Arbitration – If unresolved, disputes will be settled through binding arbitration in Travis County, Texas.

Waivers

  • No Jury Trial – You waive the right to a jury trial.
  • No Class Actions – Claims must be brought individually.

Term & Termination

  • This Agreement remains in effect during Your use of the Services.
  • The Company may terminate access for any reason.

General Provisions

  • Governing Law: Texas law governs this Agreement.
  • Assignment: The Company may assign this Agreement freely.
  • Severability: If any provision is invalid, the rest remains in effect.
  • Entire Agreement: This Agreement supersedes all prior agreements.

Final Acknowledgment

YOU ARE REQUIRED TO PERIODICALLY REVIEW THIS AGREEMENT.

For any questions or concerns, contact legal@alotten.com.

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