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”) and governs Your access and use of alotten.com (or any subdomain thereof, the “Website”), as well as the Services (as defined below), as applicable. 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 and 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” means 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” means the cloud-based SaaS software platform providing human resources modules available at app.alotten.com.

“Beta Services” means 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” means all electronic data and information to or through the Services by You, the Client or its Authorized User.

“Documentation” refers to the information and instructions for using Services, which may be provided from time to time on the Alotten Platform.

“Free Services” means any Services that the Company may make available to You free of charge; except that “Free Services” does not include Free-Trial Services or Purchased Services.

“Free-Trial Services” means 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 for a limited time.

“Non-Alotten Products & Services” means any product or service (regardless of whether it is web-based, mobile-based, offline or in any other form) that was not created by or for the Company and is not owned by the Company, and that interoperates with any of the Services or is made available on the Alotten Platform.

“Order” means a mutually agreed to order for Services for the Services, which refers to this Agreement (and is incorporated as a part of this Agreement) and includes a description of the Services to be provided, the term and associated fee and payment information. Orders may be updated to include additional Services from time to time, or may otherwise be revised by mutual agreement of the parties. Orders may be in electronic form, including the parties’ agreement to the terms of each Order.

“Partner” is a party that entered into a Partner Agreement (ex., a reseller agreement) with the Company to obtain the ability to market, sell, provide and/or manage its Clients’ access to the Services.

“Purchased Services” means any Services that You or the Partner with which You are associated purchased and for which an Order or Partner agreement was generated; except that “Purchased Services” does not include Free Services, Free-Trial Services, or Beta Services.

“Services” means the Alotten Platform, Beta Services, Free Services and Free-Trial Services provided by the Company. Except as otherwise provided herein, the Services include all technology, data and other information therein.

1. Website: The Company reserves the right in its sole discretion to (i) amend, modify or withdraw any portion of the Website, or (ii) 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 any of Website content, including reproducing, displaying, publicly performing, or distributing Website content in any way for any public or commercial purpose. You also agree You will refrain from engaging in the following conduct or transmitting any of the following when using the Website:
   • Any unlawful, threatening, defamatory, obscene, deceptive, fraudulent, profane or infringing material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or right of any third party; or
   • Any other activity that violates the legal rights of others, including without limitation, others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Website.
2. Services: The Company will make the Services available to the Client in accordance with the terms of this Agreement and any applicable Order. The Company reserves the right in its sole discretion to (i) amend, modify or withdraw any portion of the Services at any time for any reason, or (ii) cease providing all or any portion of the Services. In the event any material portion of Purchase 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.
3. Support: The Company will provide general, reasonable support for the Services and Clients may purchase additional support as agreed to by the parties.
4. Fees for Purchased Services: (i) Payment. The Client will pay all fees specified in the Order(s) for Purchased Services. Payment obligations are non-cancelable and fees paid are non-refundable. You agree to provide the Company with bank account information (or we may bill You with an invoice). You authorize the Company to withdraw via ACH from any and all fees for all Services as listed in an Order. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. Unless otherwise stated in the Order, invoiced charges are due within thirty (30) days of the invoice date, provided that, You will not be provided with access to the associated Purchased Services until payment is received (unless the Company consents to provide access prior to receipt of payment). You are responsible for providing accurate billing and contact information to the Company and promptly notifying the Company of any changes to such information.(ii) Overdue Charges. If any invoiced amount is not received by the Company by the due date in the Order, then without limiting Company’s rights or remedies, those charges will be subject to a late payment penalty at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.(iii) Taxes. The fees for Services do not include any taxes, levies, duties or other governmental assessments of any kind, including, for example, sales, use, value added, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your Services. If the Company has the legal obligation to pay or collect Taxes for which You are responsible, the Company will include such amounts on the Order and You will include payment for the amount associated with Taxes. For avoidance of doubt, the Company is solely responsible for any taxes assessable against it based on its business including that associated with income, property and employees.
5. Free Services: If You register for any Free Services, the Company will make those Free Services available to You free of charge subject to the terms and conditions of this Agreement. You agree that the Company, in its sole discretion and for any or no reason, may terminate Your access to all or part of the Free Services at any time. You agree that any termination of Your access to the Free Services may be without prior notice, and You agree that the Company will not be liable to You or any third party for such termination.
6. Free-Trial Services: If You register for Free-Trial Services, the Company will make those Free-Trial Services available to You on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which You registered to use the applicable Free-Trial Service(s), (b) the start date of any Purchased Service subscription(s) ordered by You for any Service(s) that is the same or similar to the Free-Trial Services to which You subscribed, or (c) termination of Your access to the Free-Trial Services by the Company which may be done at any time in our sole discretion. Any additional trial terms and conditions on the Order associated with the Free-Trial Services are incorporated into this Agreement by reference herein and are legally binding.
7. Beta Services: From time to time, the Company may make Beta Services available to You for a trial period. You may choose to try such Beta Services at Your sole risk. Beta Services are intended for evaluation purposes only and not for production use, are not supported, and may be subject to additional terms. Unless otherwise stated in an Order, any Beta Services trial period will expire three months from the trial start date or sooner if a version of the Beta Services becomes generally available without the applicable Beta Services designation. The Company may discontinue Beta Services at any time in the Company’s sole discretion and there is no guarantee that the Company will ever make any products or services associated with such Beta Services available. The Company will have no liability for any harm or damage arising out of or in connection with a Beta Service or its use thereof.
8. Licenses & Ownership: The Website and Services are licensed and the Company retains ownership of and reserves all rights to the Website and Services not expressly granted to the Client, including all intellectual property rights in and to the Website and the Services. The Company, grants to the Client during the Term a limited, non-exclusive, non-transferable and non-assignable right to access and use the Website, Services and Documentation solely for Client’s own internal business purposes and subject to the terms and conditions of, and except as otherwise provided in, this Agreement and any applicable Order. As between the parties, the Client acknowledges that the Website and the Services, any copies or derivative works, compilations, and collective works of the Website or Services, and any know-how and trade secrets related to the Website or Services are the sole and exclusive property of the Company and contain the Company’s Confidential Information and proprietary materials. Client understands that the Website and Services include all technology, data and information therein, whether created or licensed by the Company (other than the Client Data, as between the Company and the Client, which is addressed below).
9. Services – Client Data & Logo Licenses & Ownership. With respect to use of the Services, the Client hereby grants to the Company a worldwide, perpetual, and royalty free, license to the Client Data to host, copy, transmit, anonymize, aggregate, display and take any other action reasonably necessary (i) to provide the Services to Client and (ii) for similar services or other legitimate business purposes provided to Client or others, provided that, in such cases, the Client Data is aggregated or de-identified in a manner that does not allow such data to be separated from the aggregate data and identified as originating from Client. For avoidance of doubt, this license to Client Data shall survive the termination of this Agreement and termination of any relationship between Client and Company. Client confirms and agrees that Client has all necessary legal and contractual rights and authority to provide such Client Data and license to Company. All Client Data shall be handled in accordance with our Privacy Policy . Client consents to Company’s use of Client’s name, logo and trademark to use on its website or other Company materials to refer to Client as a Company client.
10. Services – Usage Limits & Authorized Users: The Services are subject to the limits, as may be specified in the Order, as to the number of Authorized Users who may access the Services. The number of Authorized Users may not exceed the number specified in the applicable Order. Client will at all times ensure that:(i) Authorized Users will keep their login information used to access the Services confidential at all times and only the applicable Authorized User of an account may access such account;(ii) all terminated employees who were Authorized Users will be promptly terminated within the Alotten Platform or otherwise reported to the Company;(iii) Authorized Users are required to access the Services, including related network, systems, or application, only through encrypted connections (if not controlled at the Company application-level);(iv) Authorized Users are required to maintain up-to-date operating systems, patching and active anti-malware on the end-user devices used to connect to the Services; and(v) it will notify Company within 48 hours of any security incident that could have implications to Company or the Services (e.g. Authorized User credentials are compromised, Authorized User’s laptop is stolen, Client’s network is compromise including by malware worm or ransomware, etc.).
11. Client & Authorized User Restrictions.The Client will not (and will not allow any Authorized User or third party to) (a) sell, resell, license or otherwise provide or make the Services available to, or use the Website or Services for the benefit of, anyone other than the Client, (b) use the Website or Services to store or transmit data or information, or otherwise use the Services, in violation of law or third-party privacy rights, (c) use the Website or Services to store or transmit malicious code, (d) interfere with or disrupt the integrity or performance of the Website or Services or any data contained therein, (e) attempt to gain unauthorized access to the Website or Services or its related systems or networks, (f) permit direct or indirect access to or use of the Website or Services in a way that circumvents a usage limit, (g) copy the Website or Services or any part, feature, function or user interface thereof, (h) access the Website or Services for the purpose of monitoring availability or functionality, benchmarking, or otherwise assist with the creation and/or evaluation of any service competitive with the Website or Services, or (i) reverse engineer, decompile, disassemble, or translate the Website or Services (to the extent such restriction is permitted by law.)
12. Your Additional Responsibilities: You will (a) be responsible for Your and Your Authorized Users’ compliance with this Agreement, associated Orders and applicable laws and regulations as well as not infringing on any third party rights with respect to Your obligations under this Agreement and the Client Data, (b) the accuracy, quality and legality of the Client Data that You input to the Services and the means by which You acquired and shared such data with the Company, (c) use reasonable efforts to prevent unauthorized access to or use of the Services, and notify the Company promptly of any such unauthorized access or use, (d) use the Services only in accordance with this Agreement for Your legitimate business purposes, (e) provide the Company with the data, documents and answers that we request in connection with the Services, and (f) comply with terms of service of any Non-Alotten Applications & Services with which You use such Services.
13. Protection of Client Data.The Company will maintain technical and organizational safeguards for reasonable protection of the security and confidentiality of the Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Client Data by the Company’s personnel except (a) to provide the Services and prevent or address service or technical problems (provided that any non-Client Data will be anonymized), (b) as compelled by law, or (c) as otherwise permitted herein or in our Privacy Policy. The Company shall exercise commercially reasonable efforts to prevent unauthorized exposure or disclosure of Client Data.
14. Backup of Client Data. You are solely responsible for maintaining a backup of Client Data on a periodic basis and for extracting the most up to date version of Client Data from the Free Services prior to termination of Your access to the Free Services for any reason; provided that, if the Company terminates Your access, the Company will provide You a reasonable time period in which to retrieve Client Data.
15. Non-Alotten Providers:
    1. The Company, You or third parties may make available products or services that are Non-Alotten Products & Services. The Website or Services may contain links of third parties or features. To access such links or use such features, You may be required to obtain access to such Non-Alotten Products & Services from providers of such products and services, and may be required to grant access to the Company to Your account(s) associated with such Non-Alotten Products & Services. The Company cannot guarantee the continued availability of the features or the interoperability of such Non-Alotten Products & Services with the Website or the Services, and may cease providing and supporting such features without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of Non-Alotten Products & Services ceases to make the Non-Alotten Products & Services available in a manner acceptable to the Company and the Company correspondingly takes action to block or prevent the use of such Non-Alotten Products & Services with the Services.
    2. Any usage by You of such Non-Alotten Products & Services, and any exchange of data between You and any Non-Alotten Products & Services provider in relation to any such third party product or service, is solely between You and the applicable provider. The Company does not warrant or support, and is not liable for, any Non-Alotten Products & Services or any data You exchanged with the provider of such Non-Alotten Products & Services or the Non-Alotten Products & Services, whether or not such Non-Alotten Products & Services are designated by the Company as interoperable with the Services, unless expressly provided to the contrary in an Order. If You choose to use any Non-Alotten Products & Services in conjunction with one or more of the Services, You grant the Company permission to allow the provider of the Non-Alotten Products & Services to access Client Data through such Non-Alotten Products & Services as required for the interoperation of such Non-Alotten Products & Services with the Services. The Company is not responsible for any use, non-use, disclosure, modification or deletion of Client Data, or any other impact, resulting from access by such provider of any Non-Alotten Products & Services or the Non-Alotten Applications & Services themselves.
16. Confidentiality: “Confidential Information” means the confidential information provided or made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), which is marked “confidential” or “proprietary” at the time of disclosure by the Disclosing Party, or by its nature or content would reasonably be considered confidential under the circumstances, including without limitation, information (tangible or intangible) regarding a party’s actual or anticipated business, technology, strategy, employees and contractors, operations and customer or partner information. Confidential Information of Company includes confidential aspects of the Services, including its functionality, processes and any road map related information.Each party agrees: (i) to use the confidential information of the other party (the “Disclosing Party”) only in accordance with the terms and conditions of this Agreement and related business purposes; (ii) to use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care in compliance with applicable laws and regulations, and (iii) to only disclose Confidential Information to employees, agents, affiliates and subcontractors with a need to know, and to its auditors and legal counsel, in each case, who are under an obligation to keep such information confidential, using standards of confidentiality not less restrictive than those required by this Agreement.Each party will protect from disclosure any Confidential Information disclosed by the other party for a period commencing upon the disclosure date until two (2) years thereafter or such earlier date that the information becomes available to the general public due to no breach by the Receiving Party.Each party may disclose Confidential Information of the other party to the extent compelled by law to do so, provided that prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, is given if the party wishes to contest the disclosure.Confidential Information shall not include any information that (i) is or becomes known to the general public under circumstances involving no breach of any known confidentiality obligation, (ii) is generally disclosed to third parties by the Disclosing Party without restriction on such third parties, or (iii) is approved for release by written authorization of the Disclosing Party.
17. Feedback and Ideas. We welcome Your ideas, requests, comments or other feedback (“Feedback”) to us regarding Services or our business. You represent and warrant that such Feedback does not infringe or violate the intellectual property or other rights of any third party and You agree that we can use any of Your Feedback without limitation and without any compensation to You. Unless we agree otherwise, You are not obligated to provide Feedback, nor are we obligated to take action on any Feedback.
18. Export Controls. Some software from this Website or the Services may be subject to export controls imposed by the United States of America and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national resident of) any country to which the U. S. has placed an embargo; (b) to anyone on the U. S. Treasury Department’s Specially Designated Nationals list; or (c) the U. S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, or under the control of, or a national of any such country or on such list.
19. DISCLAIMER OF WARRANTY. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH REGARD TO THE WEBSITE AND SERVICES OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE SERVICES AND ANY OTHER MATERIALS, SOFTWARE AND/OR INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” “AS AVAILABLE” AND WITH ALL FAULTS, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER INFORMATION, MATERIALS OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR OBJECTIVES OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED, SECURE, VIRUS FREE, OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
20. LIMITATION ON LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CLIENT, ANY AUTHORIZED USER, OR ANY THIRD PARTY, FOR ANY LOST REVENUE, PROFIT, GOODWILL OR DATA, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, WARRANTY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE AMOUNT PAID, TO COMPANY BY THE CLIENT MAKING SUCH CLAIM(S), FOR CLIENT’S USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH CLAIM(S). FOR AVOIDANCE OF DOUBT, THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO FREE SERVICES OR FREE-TRIAL SERVICES.
21. WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
22. WAIVER OF CLASS ACTION TYPE RELIEF. ALL CLAIMS BROUGHT BY CLIENT MUST BE BROUGHT IN THE CLIENT’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR PLAINTIFF IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE COMPANY AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE CLIENT’S CLAIMS.
23. Indemnification. (a) The Company will defend and hold harmless the Client against any claim, demand, suit or proceeding made or brought against the Client by a third party to the extent arising from the Services’ infringement or misappropriation of such third party’s intellectual property rights, and will indemnify the Client from any damages, attorney fees and costs finally awarded against the Client as a result of, or for amounts paid by the Client under a court-approved settlement of, such claim. If the Company receives information about such a claim of infringement or misappropriation by the Services, the Company may in its discretion and at no cost to the Client (i) modify the Services so that it no longer infringes or misappropriates, without breaching the Company’s warranties, (ii) obtain a license for the Client’s continued use of the Services in accordance with this Agreement, or (iii) terminate the Client’s subscriptions for the Services. The above defense and indemnification obligations are Company’s sole obligation and Your exclusive remedy with regard to third party claims, and do not apply to the extent a claim arises from the Client’s or its Authorized User’s breach of this Agreement.(b) The Client will defend and hold harmless the Company against all claims, demands, suits or proceedings made or brought against the Company by a third party to the extent caused by (i) Client Data, (ii) Client’s or its Authorized User’s unauthorized use of the Services or any (whether or not authorized) use of the results of the Services, (iii) breach of this Agreement, (iv) infringement or misappropriation of any third party’s rights by Client, or (v) violation of applicable law; and will indemnify the Company from any damages, attorney fees and costs finally awarded against the Company as a result of, or for any amounts paid by the Company under a court-approved settlement, of such claim.(c) The foregoing indemnity obligations are conditioned on the party seeking indemnification: (i) promptly notifying the other party in writing of such claim; (ii) giving the other party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at other party’s request and expense, assisting in such defense. The indemnifying party may not settle, compromise or resolve a claim without the consent of the indemnified party, if such settlement, compromise or resolution causes or requires an admission or finding of guilt against the indemnified party, imposes any monetary damages against the indemnified party, or does not fully release the indemnified party from liability with respect to the claim.
24. Term and Termination.This Agreement commences on the date You first accessed the Website or Services (or as otherwise provided in the Order with respect to Services specified in such Order) and lasts during Your use of the Website and, as applicable, until all subscriptions to Services have expired or have been terminated by either party (“Term”). The Company may terminate this Agreement or access to any Service (or any part thereof) for any reason immediately by revoking Client’s access, unless otherwise expressly provided in an Order. The term of each subscription for Purchased Services associated with this Agreement shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions for Services will automatically renew for additional periods equal to one year, unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of an applicable subscription term. The Company reserves the right to increase the fees associated with any of the Services, but if a rate increase is planned, the Company will provide notice of the same to You at least thirty (30) days prior to the end of the applicable subscription term.
25. Dispute Resolution. In connection with any dispute between the parties arising from this Agreement, the Parties shall attempt to resolve such dispute by utilizing the procedure specified below.(a) Negotiation: To commence resolution of a dispute, either party may send written notice (“Notice”) to the other party containing a concise summary of the dispute and requesting negotiations. Within seven (7) days following receipt of such Notice by the other party, each party will make such investigation as each deems appropriate and will promptly, but in no event later than thirty (30) days from the date of the Notice, communicate to attempt to resolve the dispute. If the dispute has not been resolved within forty five (45) days of the first communication between the parties in furtherance of resolving the dispute, an arbitration proceedings may be commenced by either party.(b) Arbitration: Arbitration shall commence upon written notice (“Arbitration Notice”) by either party to the other and to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). Such dispute shall be conducted before a single arbitrator. Such arbitrator shall be a lawyer knowledgeable and experienced in the field of software licensing, and shall not be affiliated with either party, or otherwise have any current or previous relationship or association with either party. Each party shall designate in writing a list of potential arbitrators within thirty (30) days of the Arbitration Notice. The parties consent to use any arbitrator whose name appears on both parties’ list of potential arbitrators, subject to the arbitrator’s availability. If no arbitrator appears on both parties’ lists, or if the parties cannot agree on an arbitrator within sixty (60) days of the Arbitration Notice, the arbitrator shall be selected by the office of the JAMS in Travis County, Texas. After an arbitrator is selected, the parties shall promptly consult with the arbitrator to determine the details of the arbitration process including a schedule and the dates and location of the arbitration hearing. The arbitrator’s decision shall be final and legally binding on both parties and judgment may be entered thereon. Unless provided otherwise herein, the arbitration shall be governed by the applicable JAMS rules, including the Comprehensive Arbitration Rules and Procedures, applicable at the time of the Notice of Arbitration. Each party shall be responsible for its share of the costs of the arbitration hearing as specified in the JAMS rules. In the event a party fails to participate in the arbitration after having been provided Notice, unsuccessfully challenges the arbitrator’s decision, or fails to comply with the arbitrator’s decision, the other party is entitled to costs of the associated litigation, including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award.
26. No Legal Advice. No Legal Advice is provided by us nor the Services. The results or information provided by the Services also do not constitute legal advice. We encourage You to consult with legal counsel regarding all legal questions, issues or other legal matters.
27. Notices. Any notices provided to either party shall be sent by email, if to the Company, to legal@alotten.com, and if to Client, to the address provided by Client to Company when agreeing to the Services.
28. General. This Agreement and all its parts are governed by the laws of the State of Texas, without reference to its principles of conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply. The Company may freely assign this Agreement, without consent. The Client may not assign this Agreement without the written permission of the Company, except to an acquiror of Client (other than to a competitor). If any portion or section of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement (including the Privacy Policy and any Orders) constitutes the entire agreement between the parties with respect to the Website and Services and supersedes all prior agreements, proposals, representations and undertakings between the parties in relation to the subject matter hereof (whether written or oral) and may not be modified or amended by the Client or any other party without the prior written consent of the Company. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

YOU ARE REQUIRED TO PERIODICALLY REVIEW THIS AGREEMENT.

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