ALPHABROOK MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (“MSA”) governs your acquisition and use of AlphaBrook’s subscription and services. The MSA constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“You”) and AlphaBrook, Inc. ("Company", “We”, “Us”, or “Our”), concerning your access to and use of the https://www.alphabrook.com website(s) as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING THE SITE, YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE MSA, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. Definitions:

“Site” means any https://www.alphabrook.com website(s) as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto.

“VoicedIQ® Platform” or “Platform” means a subsection of the Site that is only accessible to active, licensed Users.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Features” means Our services or functions within the VoicedIQ® Platform that are not generally available to customers.

“Content” means Our proprietary property and all source code, databases, functionality, software, work product, website designs, audio, video, text, calculators, data (which is any information We provide through this engagement or through any technology), tools, reports, analytics, ratings, information, photographs, graphics and other items on the Site as well as information obtained or created by Us or from Our content licensors or publicly available sources and provided to You pursuant to an Order Form.

“Marks” means any trademarks, service marks, graphics, icons, trade dress, logos, etc. owned by or licensed to Us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Third Party Applications” means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You or a third party integration.

“Third-Party Content” means links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties

“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Services” means the products and services that are ordered by You via an Order Form and made available online by Us, including associated offline components, as described in any documentation. “Services” exclude Content and Third Party Applications.

“User” or “Users” means an individual who is or individuals who are authorized by You and approved by Us to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have provided access to the VoicedIQ® platform.

“We,” “Us” or “Our” means AlphaBrook Inc., its subsidiaries, officers, employees, and any representatives.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“VoicedIQ® Central Opportunities” means the portion of the VoicedIQ® Platform that provides exclusive information that has been sourced by Us in relation to past, present and future opportunities, requirements, contracts, or programs.

“VoicedIQ® Public Opportunities” means the portion of the VoicedIQ® Platform that provides publicly available government opportunity information using technology and automation.

“VoicedIQ® Government Buyers Database” means the portion of the VoicedIQ® Platform that provides contact information of individuals associated with various government procurements and programs.

“Custom Reports” means reports requested by You and developed by Us based on Your specific questions submitted through the VoicedIQ® Platform by Users.

“Opportunity Request” means any opportunity requested by You for review and final decision by Us for potential inclusion into the VoicedIQ® Central Opportunities.

“Enterprise Add-On” means additional VoicedIQ® licensing for organizations affiliated with an existing client, made available by Us for an additional cost.

“Direct Competitor” means any individual, organization, or entity that seeks to support another organization with market intelligence, bid intelligence, capture intelligence, competitive intelligence, business development, proposal development, go-to-market strategy, teaming assistance, bid support, other sales intelligence gathering, or in any other related support.

“Submissions” means any questions, comments, suggestions, feedback, or other information regarding the Site provided or communicated via the Site by You to Us.

“Contributions” means any creations, Submissions, posts, publications, content, and materials, to include but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information.

“Contract Year” or “Contract Years” means the 12-month period beginning with the Order Form’s Start Date, and each 12-month period beginning with the corresponding date in subsequent calendar years.

2. SITE ACCESS

You may not access the Site if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Supplemental terms of use or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THE MSA AT ANY TIME AND FOR ANY REASON. It is your responsibility to periodically review the MSA to stay informed of updates, and You waive any right to receive specific notice of any future changes. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised MSA by your signature of the AlphaBrook Order Form.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, You may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is Our proprietary property and all source code, databases, functionality, software, work product, website designs, audio, video, text, calculators, data (which is any information We provide through this engagement or through any technology), tools, reports, analytics, ratings, information, photographs, graphics and other items on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by Us or licensed to Us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your individual business use only. Except as expressly provided in the MSA, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Our express prior written permission. We reserve all rights not expressly granted to You in and to the Site, the Content and the Marks.

All Content accessed through this site is the Intellectual Property of AlphaBrook, or of the party that created and/or licensed the Content to AlphaBrook, and such Content is protected by copyright, trademark, trade dress and other intellectual property laws. No rights or title to any of the Intellectual Property contained on this site shall be considered transferred or assigned to You at any time. Subject to all applicable laws, You expressly agree that You will only use the Content for its limited purpose and will not copy, distribute, republish, modify, create derivative works of, or otherwise use the Content in any unauthorized way, without the prior written consent of AlphaBrook in each instance.

Any and all such Intellectual Property rights (including, but not limited to, copyrights, trade secrets, database rights, trademark rights, trade dress rights, rights to trade names, service marks and other product and service names and logos) associated with the Content are, and shall remain, the sole and exclusive property of AlphaBrook. You grant Us a license to use your company name and logo in online and printed materials and to identify You as a customer by name.

All graphics, icons, and other items that appear on the Site may be registered or unregistered trademarks, service marks or trade dress (collectively, the “Marks”) of AlphaBrook, or other entities that have granted AlphaBrook the right and license to use such Marks, and may not be used or interfered with in any manner without the express written consent of AlphaBrook or the appropriate third-party owner of such Marks. You may not copy, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Intellectual Property of the Site in any way without AlphaBrook’s or the appropriate third party’s prior written consent. Except as expressly provided herein, AlphaBrook does not grant to You any express or implied rights to AlphaBrook’s or any third party’s Intellectual Property.

Any breach hereof by You may be enforced by AlphaBrook, its Affiliates and/or their suppliers and licensors by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. Actual or attempted illegal or unauthorized use of the Site, Marks or any Content are strictly prohibited and may result in criminal and/or civil prosecution.

AlphaBrook grants You a limited, nonexclusive, revocable license to access and use the Site and the Content only in the manner presented by AlphaBrook in accordance with the mutually signed Order Form, and conditional upon your compliance with the MSA. The Site and the Content contained therein may only be used for your internal business purposes. Except to the extent required by law, or as expressly provided herein, none of the Content or any component of the Site may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form by any means, resold or redistributed without the prior written consent of AlphaBrook. The only information that may be downloaded is that for which a clearly labeled downloading mechanism is provided by AlphaBrook within the Site; such downloading mechanisms are provided at the sole discretion of AlphaBrook. You may not make, sell, resell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit, claim ownership, or otherwise use the Content in any way, unless expressly permitted to do so by AlphaBrook in writing.

4. ALPHABROOK PLATFORM ACCESS AND FEATURES

The AlphaBrook VoicedIQ® access levels and features made available to You are identified in the mutually signed Order Form. These features may include the following: number of user licenses; access to limited VoicedIQ® Central Opportunities, VoicedIQ® Public Opportunities, and/or limited VoicedIQ® Government Buyers Database; á la carte Custom Reports (contingent on Custom research availability); limited Central Opportunity page downloads; limited Central Opportunity page shares; and Custom Report access and downloading. If applicable to your subscription, when made available for download, Custom research reports are downloadable for 30 days after being uploaded; after 30 days, Custom research reports are only viewable via the platform. If eligible under VoicedIQ® subscription in accordance with the Order Form, á la carte Custom Reports may be purchased, contingent on Custom research availability. At Our sole discretion, Central opportunity views and downloads may be limited based on licensing and/or user activity. Unless shared only through the Site’s official Central opportunity page share button, You shall not share or distribute any of the Content to individuals without platform licenses or other organizations, including but not limited to parent companies, joint-ventures, subsidiaries (unless Enterprise Licensing included), or non-W2 employees. AlphaBrook plans may include initial Central opportunity downloads and opportunity shares. However, ongoing additional opportunity downloads and shares need to be purchased through the VoicedIQ® platform on an as needed basis.

From time to time, We may grant access to You to Beta Features at no charge. You may accept or decline any such features in Your sole discretion. Beta Features may or may not be clearly designated as beta, sandbox, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Features are for evaluation purposes and not for production use, are not considered as included features under this MSA, are not supported, and may be subject to additional terms. Unless otherwise stated in writing, We may discontinue Beta Features at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Feature. Only features identified in the Order Form are included with Your VoicedIQ® subscription.

5. ALPHABROOK PLATFORM USER

5.1. User Representations. By using the Site, You represent and warrant that: (1) You have the legal capacity and You agree to comply with this MSA; (2) You are not a minor in the jurisdiction in which You reside; (3) You will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (4) You will not use the Site for any illegal or unauthorized purpose; (5) your use of the Site will not violate any applicable law or regulation; and (6) your contractual engagement with AlphaBrook is active and ongoing.

If You provide any information that is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

5.2 User Limit. While the official AlphaBrook Order Form may include a parent or umbrella client company name for contractual purposes, AlphaBrook subscription plans include a limited number of user licenses to the online platform for only the specific client company unless a sub-organization was identified in the sales process thereby limiting users to only the sub-organization. Additional VoicedIQ plans for other sub-organizations can be purchased from AlphaBrook through a separate Order Form or through any available Enterprise Add-On offers. All client users must be verifiable full-time W2 employees of the specific client company only or the client company sub-organization only (if applicable) and cannot be affiliated with any other organization(s), as either a 1099 or W2, outside of the specific client company or specific client company account (if applicable) that is subscribed to AlphaBrook and must be responsible for making business development, capture, and proposal decisions on behalf of the company. Not including users who are no longer employees of the client company, once user licenses are assigned, licensed users cannot be interchanged with other individuals for a period of 120 days; client Admin users cannot be changed without written approval from AlphaBrook. Only active, to-be renewed customers in good standing can request user licenses to be assigned to or interchanged with new users, assuming all other requested user requirements are met. If You or your company needs to add or purchase additional user licenses, please have your company’s platform administrator send a new user(s) license request via your account page by clicking your company’s name at the top left corner within the platform and completing the New User Request form. If You need help with this process or a quote, You can also email Our team at support@alphabrook.com.

5.3 User Data. We will maintain certain data that You transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although We perform regular routine backups of data, You are solely responsible for all data that You transmit or that relates to any activity You have undertaken using the Site. You agree that We shall have no liability to You for any loss or corruption of any such data, and You hereby waive any right of action against Us arising from any such loss or corruption of such data.

5.4 User Accounts, Passwords And Security. You are responsible for maintaining the confidentiality of the username and password You designate during the registration process, and You are solely responsible for all activities that occur under your username and password. You may not reveal, disclose, transfer or share your username and password with anyone. Sharing your username and password is considered a breach of this MSA. We may hold You liable for any losses incurred by AlphaBrook or any other party due to someone else’s use of your account and/or username and password. You agree to notify AlphaBrook immediately upon your becoming aware of any unauthorized use of your username and password or any other breach of security involving your account. You further agree to keep any registration or contact information You provide AlphaBrook current, complete, and accurate.

6. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which We make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by AlphaBrook in writing.

As a user of the Site, You agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Us.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Site to advertise or offer to sell goods and services.
Use a buying agent or purchasing agent to make purchases on the Site.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Site.
Trick, defraud, or mislead Us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of Our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Site as part of any effort to compete with Us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Harass, annoy, intimidate, or threaten any of Our employees or agents engaged in providing any portion of the Site to you.
Delete the copyright or other proprietary rights notice from any Content.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Upload or transmit (or attempt to upload or to transmit), malicious code, viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in Our opinion, Us and/or the Site.
Use the Site in a manner inconsistent with any applicable laws or regulations.

7. CONTRIBUTIONS AND SUBMISSIONS

7.1 User Generated Contributions. The Site may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary. When You create or make available any Contributions, You thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and this MSA.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and this MSA.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of this MSA, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates this MSA and may result in, among other things, termination or suspension of your rights to use the Site.

7.2 Contribution License. By posting your Contributions to any part of the Site, You automatically grant, and You represent and warrant that You have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes Our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You waive all moral rights in your Contributions, and You warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by You in any area on the Site. You are solely responsible for your Contributions to the Site and You expressly agree to exonerate Us from any and all responsibility and to refrain from any legal action against Us regarding your Contributions.

We have the right, in Our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

7.3 Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by You to Us are non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

8. MOBILE APPLICATION LICENSE

8.1 Use License. If You access the Site via a mobile application, then We grant You a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in this MSA. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by Us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of Our interfaces or Our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

8.2 Apple and Android Devices. The following terms apply when You use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to You for Our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) We are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in this MSA or as otherwise required under applicable law, and You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, You may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) You represent and warrant that (i) You are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) You are not listed on any U.S. government list of prohibited or restricted parties; (5) You must comply with applicable third-party terms of agreement when using the mobile application, e.g., if You have a VoIP application, then You must not be in violation of their wireless data service agreement when using the mobile application; and (6) You acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in this MSA, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in this MSA against You as a third-party beneficiary thereof.

9. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or You may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Us. If You decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, You do so at your own risk, and You should be aware this MSA no longer governs. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which You navigate from the Site or relating to any applications You use or install from the Site. Any purchases You make through Third-Party Websites will be through other websites and from other companies, and We take no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third party. You agree and acknowledge that We do not endorse the products or services offered on Third-Party Websites and You shall hold Us harmless from any harm caused by your purchase of such products or services. Additionally, You shall hold Us harmless from any losses sustained by You or harm caused to You relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

10. ADVERTISERS

We may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If You are an advertiser, You shall take full responsibility for any advertisements You place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, You warrant and represent that You possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and We have no other relationship with advertisers.

11. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If Our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), Our services are subject to the terms of the MSA in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If Our services are acquired by or on behalf of any agency within the Department of Defense, Our services are subject to the terms of the MSA in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under this MSA.

12. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of the MSA; (2) take appropriate legal action against anyone who, in Our sole discretion, violates the law or the MSA, including without limitation, reporting such user to law enforcement authorities; (3) in Our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in Our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to Our systems; and (5) otherwise manage the Site in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Site.

13. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If You believe that any material available on or through the Site infringes upon any copyright You own or control, please immediately notify Us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law You may be held liable for damages if You make material misrepresentations in a Notification. Thus, if You are not sure that material located on or linked to by the Site infringes your copyright, You should consider first contacting an attorney.

14. TERM AND TERMINATION

This MSA for using the http://www.alphabrook.com website(s) shall remain in full force and effect while You use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THE MSA, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS MSA OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

The initial term of the engagement is defined in the mutually signed Order Form. A NEW TERM WITH THE SAME LENGTH OF TERM AS THE INITIAL TERM WILL AUTOMATICALLY RENEW AT THE END OF THE INITIAL TERM OR ANY ADDITIONAL TERM UNLESS AT LEAST NINETY DAYS BEFORE THE LAST DAY OF THE CURRENT TERM CLIENT COMMUNICATES VIA EMAIL TO CONTRACTS@ALPHABROOK.COM A WRITTEN NOTICE OF NON-RENEWAL OF THE CONTRACT. ONLY COMMUNICATIONS OF NON-RENEWAL TO CONTRACTS@ALPHABROOK.COM WILL BE VALID. WE RESERVE THE RIGHT TO INCREASE RATES FOR EACH CONTRACT YEAR. Upon termination notice, any rate discounts applicable to the current Contract Year will be forfeited immediately retroactive to the current Contract Year’s Start Date. We may increase the pricing upon the commencement of any new Contract Year by up to fifty percent above the standard pricing in the prior Contract Year without prior notice, unless We provide You notice of different pricing at least one-hundred days prior to applicable renewal. Renewal of promotional, one-time priced or discounted subscriptions will not exceed fifty percent above the applicable pricing in the prior Contract Year or the standard price as designated on your Order Form, whichever is greater.

Given the importance and time-consuming nature of staffing requirements, Client may not cancel or terminate the Contract before the order form end date, except as explained above for non-renewal notice. If We terminate or suspend your account for any reason, You are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending your account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

As a matter of convenience, AlphaBrook may provide an invoice to canceled customers in the event they decide to continue access to the AlphaBrook VoicedIQ platform beyond their current term end date. Upon receiving this continuation payment, AlphaBrook may provide platform access that covers a time period equal to the amount paid, based on current market rates. Any payments received by Client for the ongoing continuation will not be refunded.

15. PAYMENT TERMS

The Payment Frequency for the engagement is defined in the Order Form. The total annual contract payment for the first Contract Year of the initial term is due immediately after Order Form signature and before VoicedIQ® Platform access is provided, and annual contract payments for any additional Contract Year(s) will be due by the 5th day of the first month of each new Contract Year. All payments made to AlphaBrook are non-refundable, including but not limited to any partial payments made toward any outstanding balances. All licenses, those initially included in the plan and any additionally purchased, including Enterprise Add-Ons, will follow the Contract Year(s) within the Order Form term dates and will automatically renew with the total payment for all licenses due in full at the beginning of each future Contract Year. Client is responsible for late fees that will accrue at 1% per week of the current outstanding balance for each week that payment is not received by the due date. The total annual payment for each Contract Year of the Contract can be calculated by multiplying the Monthly Rate by 12 months, plus the cost of any additional licensing, enterprise add-ons, or any other research or engagement related purchases. If a payment is overdue by more than two weeks, AlphaBrook can void any discounts, and Client can be required to pay the full standard rate retroactive to the start date of the Contract Year. Should any payment amount be overdue, AlphaBrook reserves the right to declare all remaining payments for the current term to be due immediately and deny or discontinue access to the Site until such time that the client account is paid for and brought current. Should Client attempt to cancel or terminate the Contract prematurely, AlphaBrook may accelerate all remaining payments under the current term and declare them due immediately. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

16. GENERAL PROVISIONS

16.1 Modifications and Interruptions. We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at Our sole discretion without notice. However, We have no obligation to update any information on Our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in the MSA will be construed to obligate Us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

16.2 Governing Law. Unless otherwise stated in the signed Order Form, the MSA and your use of the Site are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

16.3. Dispute Resolutions. Any legal action of whatever nature brought by either You or Us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Duval County, Florida, unless otherwise stated in the signed Order Form. The Parties hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. The Parties agree to, and hereby waive, any right to a jury trial in matters arising out of or in any way connected to the Contract. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from the MSA. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. The prevailing party shall be entitled to reasonable attorney fees and court costs.

16.4. Corrections. There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

16.5. Disclaimer and Limitation of Liability. ALPHABROOK, ITS AFFILIATES AND THEIR THIRD PARTY PROVIDERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. ALPHABROOK, ITS AFFILIATES AND THEIR THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE PERFORMANCE, ADEQUACY, ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE SITE, THE CONTENT OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO OR THAT THE SITE OR CONTENT WILL BE FREE OF VIRUSES, WORMS OR “TROJAN HORSES”. FURTHER, THE CONTENT, MADE AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN THIS SITE OR ITS CONTENTS ARE UNAVAILABLE. YOU ASSUME THE SOLE RISK OF USING AND/OR RELYING ON THE CONTENT MADE AVAILABLE ON THE SITE.

NEITHER ALPHABROOK, NOR ITS AFFILIATES, NOR THEIR THIRD PARTY PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN THE SITE, INCLUDING THE CONTENT. ALPHABROOK, ITS AFFILIATES AND THEIR THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE, INCLUDING INFORMATION, DATA, SOFTWARE, SERVICES, PRODUCTS, INFORMATION OR THE CONTENT CONTAINED THEREIN. THE SITE, THE CONTENT AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN ‘AS-IS’ BASIS AND YOUR USE OF THE SITE AND THE CONTENT IS AT YOUR OWN RISK. THE CONTENT SHOULD NOT BE RELIED ON AND IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND YOUR EXPERIENCE OR THE EXPERIENCE OF YOUR ADVISORS IN MAKING INVESTMENT AND OTHER BUSINESS DECISIONS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA, IN NO EVENT WHATSOEVER SHALL ALPHABROOK, ITS AFFILIATES, THEIR THIRD PARTY PROVIDERS, AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND OPPORTUNITY COSTS, TRADING LOSSES, OR LOST TIME OR GOOD WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. NEITHER ALPHABROOK, ITS AFFILIATES NOR ANY OF THEIR THIRD PARTY PROVIDERS SHALL BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT LIABILITY IS NEVERTHELESS IMPOSED ON ALPHABROOK, ITS AFFILIATES OR THEIR THIRD PARTY PROVIDERS, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF ALPHABROOK, ITS AFFILIATES AND THEIR THIRD PARTY PROVIDERS IN CONNECTION WITH THE SITE, THE CONTENT AND/OR THIS MSA, REGARDLESS OF THE FORM(S) OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO YOUR USE OF THE SITE OR THE CONTENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. YOU ARE ENTIRELY LIABLE FOR ACTIVITIES CONDUCTED BY YOU OR ANYONE ELSE IN CONNECTION WITH YOUR BROWSING AND USE OF THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE OR WITH THE MSA, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE.

16.6 Indemnification. You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, affiliates, and all of Our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of the MSA; (4) any breach of your representations and warranties set forth in the MSA; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom You connected via the Site. Notwithstanding the foregoing, We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at your expense, with Our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

17. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

18. ASSIGNMENT

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate (any controlling entity with more than 50% of the voting interests of the subject entity) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

19. MISCELLANEOUS

The MSA and any policies or operating rules posted by Us on the Site or in respect to the Site constitute the entire agreement and understanding between You and Us. Our failure to exercise or enforce any right or provision of the MSA shall not operate as a waiver of such right or provision. The MSA operates to the fullest extent permissible by law. We may assign any or all of Our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control. If any provision or part of a provision of the MSA is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the MSA and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between You and Us as a result of the MSA or use of the Site. You agree that the MSA will not be construed against Us by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of the MSA and the lack of signing by the parties hereto to execute this MSA.

Client will not solicit, recruit, pay or hire any current or former AlphaBrook employee(s) during the engagement and for 24 months after the Contract has ended.

The Sections titled “Intellectual Property Rights,” “AlphaBrook Platform Access and Features,” “AlphaBrook Platform User Limit,” “Prohibited Activities,” “User Generated Contributions,” “Contribution License,” “Term and Termination,” “Governing Law,” “Dispute Resolution,” “Indemnification,” “Miscellaneous,” will survive any termination or expiration of this MSA.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact Us by emailing support@alphabrook.com

Last updated on June 28, 2023 | MSA Archive