Last updated: January 27, 2025
1. Definitions “Affiliate” means any entity which 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.“AI Agent(s)” means the Alana AI customer task/service chatbot agents.
“Authorized User” means an individual who is authorized by Customer to access the Services, and who has been supplied a user identification and password. Authorized Users include, for example, Customer’s employees, consultants, contractors, agents, and third parties performing services on Customer’s behalf.
“Customer Data” means any electronic data or content that is submitted by or on behalf of Customer to the Services (including by an Authorized User or End User), including Training Data and the transcripts of any interactions between the AI Agent(s) and an End User.
“Customer Offering” means the Customer offering/system/website with which the Services are deployed.
“Documentation” means Alana AI’s published user guides and product description(s), as updated from time to time here, including, without limitation, as set out in the Order Form.
“Customer End Users” mean the individual end users that interact with the AI Agent on the Customer Offering.
“Non-Alana AI Products” means databases, data resources, applications and software products that interoperate with the Services and are provided by Customer or a third-party.
“Order Form” means an ordering document (including any online order) entered into between the parties that specifies the Services and/or any Expert Services to be provided hereunder.
“Services” means Alana AI’s Agent AI tools and platform, including all components made available by Alana AI therein, to be deployed by Customer in the Customer Offering to handle Customer tasks (e.g., customer service inquiries) via conversational interfaces. The “Services” exclude Non-Alana AI Products and Customer Data.
“Suggestions” means any feedback, recommendations, or suggestions shared by Customer or its Authorized Users regarding the Services.
“Training Data” means the Customer content and materials provided by or made available by Customer to enable Alana AI to train the AI Agents (including, without limitation, all materials contained in the Customer Offering. Non-Customer data is not used as Training Data.
1.3. Protection of Customer Data. Alana AI will maintain industry standard and reasonable administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data as further set forth in the Order Form. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by Alana AI personnel. Before providing necessary access to Customer Data to a third-party service provider of Alana AI, Alana AI will ensure that the third-party maintains reasonable data practices for maintaining the confidentiality and security of the Customer Data and preventing unauthorized access to or use of the Customer Data. For the avoidance of doubt, Customer bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives or agents’ possession or control.
1.4. Data Processing Addendum. If applicable, the terms of the data processing addendum located here (“DPA”) posted as of the Effective Date are hereby incorporated by reference. Customer is solely responsible for obtaining, and represents and covenants that it has obtained or will obtain prior to Processing (as defined in the DPA) by Alana AI, all necessary consents, licenses and approvals for the Processing, or otherwise (if applicable) has a valid legal basis under applicable data protection or privacy laws for the Processing of, any Personal Data (as defined in the DPA) input by Customer or the Authorized Users and End Users as part of the Services (the “Customer Legal Basis Assurance”).
1.5. Compliance with Laws. Alana AI will comply with laws applicable to Alana AI in its provisioning of the Services to its customers generally.
1.6. Implementation. Alana AI will provide the implementation and data integration services set forth in a mutually agreed upon statement of work (“SOW”).
2. Access and Use of the Services
2.1. Authorized User Subscriptions. Customer may use, and permit its Authorized Users to access and use, the Services in accordance with this Agreement, the Order Form and applicable Documentation. Authorized User subscriptions cannot be shared or used by more than one Authorized User.
2.2. Customer Affiliates. Customer Affiliates may purchase and use the Services subject to the terms of this Agreement by executing Order Forms that incorporate this Agreement by reference, and in each such case (a) all references to “Customer” in this Agreement will be deemed to refer to such Customer Affiliate for the purposes of such Order Form; and (b) such Customer Affiliate agrees to be bound by the terms of this Agreement.
2.3. Customer Responsibilities. Customer will (a) be responsible for authorizing and authenticating the connection of any Non-Alana AI Products with the Services and for ensuring that any Authorized Users with access are appropriately permissioned; (b) be responsible for Authorized Users’ compliance with this Agreement; (c) be responsible for the accuracy, appropriateness and legality of Customer Data and Training Data; (d) be responsible for maintaining the confidentiality of its logins, passwords and accounts and for all activities that occur under its accounts; (e) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Alana AI promptly of any such unauthorized access or use; (f) use the Services only in accordance with applicable laws and government regulations; (g) if applicable, maintain a terms of use and privacy policy for the Customer Offering that comply with applicable laws and regulations; and (h) Customer agrees to provide the following notice, or substantially similar language, to Customer End Users. The notice must be easily accessible and clearly communicated to Customer End Users
• Use of AI System. This system is powered by artificial intelligence (AI) to assist you in resolving queries relating to [Customer insert example(s) depending on your use case] or addressing common challenges. While the system provides recommendations based on company-provided policies and data, it is not a human representative.
• Capabilities and Limitations:
◦ The AI system is designed to offer guidance based on the most accurate information available but may not always account for temporary or unforeseen changes, such as [Customer include specific examples depending on Customer’s use].
◦ You remain in control of your delivery decisions, and the system’s suggestions are intended to support—not replace—your judgment.
• Privacy and Data Use:
◦ The system may collect and process information from your interactions to provide accurate responses and improve its performance.
◦ Your data will be handled in compliance with applicable privacy laws and will not be shared with unauthorized parties.
• Human Assistance and Escalation: If the system cannot resolve your query, you can escalate the issue to a human representative at any time. Instructions for accessing support are provided within the platform or app.
• Fairness and Non-Discrimination: The AI system is designed to treat all users fairly and equally. If you believe the system has provided incorrect or biased responses, please report the issue through the feedback mechanism provided.
• Feedback and Reporting Errors: You are encouraged to provide feedback about the system’s performance to help improve its functionality. If you encounter errors or issues with the system’s recommendations, please report them promptly.
• Data Security: Your interactions with the AI system are securely processed and stored. The system is intended for [Customer to include use case, e.g., work, customer service, etc.]-related queries and its misuse is prohibited.
Contact Information: For any questions or concerns about the system please contact [Customer include support email/phone].
2.4. Usage Restrictions. Customer may not (a) make the Services available to, or use the Services for the benefit of, anyone other than Authorized Users or End Users; (b) upload, post, transmit, or otherwise make available content or information, that (i) is unlawful or tortious, or (ii) Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes any patent, trademark, trade secret, copyright or other proprietary rights; (c) sublicense, resell, time share or similarly exploit the Services; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (f) use the Services to send unsolicited communications or spam, or altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; or (g) access the Services or the Documentation to build a product or service that competes with the Service.
2.5. HIPAA Compliance. Customer acknowledges that Alana AI is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced “HIPAA”) and accordingly, Customer is solely responsible for complying with any obligations thereunder. Customer should not submit, collect or use, or permit the submission or collection or use any “protected health information” as defined in 45 CFR 160.103 in connection with the Services.
2.6. NO HIGH RISK USAGE. The Customer agrees that the AI Agents provided under this Agreement shall not be used in connection with any activities or environments that involve or could reasonably be expected to involve a significant risk of harm to human life, safety, health, or property. The Customer acknowledges that the AI system is not designed, certified, or intended for use in high-risk or safety-critical environments. Any such use is expressly prohibited and is outside the scope of this Agreement. Prohibited uses include, but are not limited to:
• Operation or control of emergency response systems, including police, fire, or ambulance services.
• Medical or healthcare applications, including diagnosis, treatment recommendations, or life-critical support systems.
• Aviation, navigation, or autonomous vehicle control systems, where system failure could lead to significant harm.
• Industrial or manufacturing equipment control, particularly in environments with dangerous machinery or hazardous materials.
• Military or defense applications, including the operation of weapons or related systems.
2.7. Removal Requests. If Alana AI reasonably believes that it is required to remove any Customer Data or Non-Alana AI Products, or receives information that the Customer Offering, Customer Data or a Non-Alana AI Product may violate applicable law or rights of a third-party, Customer will promptly remove such Customer Data, as the case may be, from the Services upon written notice from Alana AI (via email to Customer’s primary owner will suffice). If Customer does not take the required action in accordance with the above, Alana AI may disable the deployment of the AI Agent on the Customer Offering, remove the applicable Customer Data, or disable the applicable Non-Alana AI Product. Removal Requests. If Alana AI reasonably believes that it is required to remove any Customer Data or Non-Alana AI Products, or receives information that the Customer Offering, Customer Data or a Non-Alana AI Product may violate applicable law or rights of a third-party, Customer will promptly remove such Customer Data, as the case may be, from the Services upon written notice from Alana AI (via email to Customer’s primary owner will suffice). If Customer does not take the required action in accordance with the above, Alana AI may disable the deployment of the AI Agent on the Customer Offering, remove the applicable Customer Data, or disable the applicable Non-Alana AI Product.
2.8. Non-Alana AI Products. If Customer connects, installs or enables Non-Alana AI Products for use with the Services, Customer acknowledges that providers of those Non-Alana AI Products may have access to Customer Data in connection with the interoperation and support of such Non-Alana AI Products with the Services and the Customer Offering. To the extent Customer authorizes the access or transmission of Customer Data through a Non-Alana AI Product, Alana AI will not be responsible for any use, disclosure, modification or deletion of such Customer Data.
3. Fees and Payment
3.1. Fees. Customer will pay all fees specified in all Order Forms and/or SOW(s). Payment obligations are non-cancelable and, except as expressly set forth in this Agreement, fees paid are non-refundable.
3.2. Invoicing and Payment. Fees will be invoiced in arrears and otherwise in accordance with the relevant Order Form and/or SOW. Alana AI will bill Customer through invoices sent via email to the billing contact designated by Customer, unless otherwise specified in the Order Form. Full payment for invoices issued must be received within thirty (30) days from the invoice date. If Customer does not pay fees by the applicable due date, Alana AI may, without limiting its other rights and remedies under this Agreement: (i) charge interest at a rate equal to 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection; and (ii) to the extent Customer is thirty (30) days or more overdue, suspend the Services, as applicable, with at least ten (10) days’ prior notice (which may be provided via email to Customer’s designated billing contact) until such amounts are paid in full.
3.3. Taxes. Except for those taxes based on Alana AI's net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Services provided by Alana AI be subject to withholding tax by any government, Customer will reimburse Alana AI for such withholding tax.
4. Proprietary Rights
4.1. Reservation of Rights. Alana AI reserves all rights, title and interest in and to the Services, including all related intellectual property rights; Customer otherwise reserves all other rights, title and interest in and to Custom Offering including all related intellectual property rights. Customer reserves all rights, title and interest in and to Customer Data.
4.2. Limited License to Custom Offering, Customer Data. Customer grants Alana AI and its Affiliates a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform and display Customer Data to End Users through the Services, and provide necessary access to third party service providers acting on its behalf, such as Amazon Web Services, only (a) to provide, maintain, and update the Services; (b) to prevent or address service or technical problems or at Customer's request in connection with customer support matters; or (c) as compelled by law in accordance with the “Confidentiality: Compelled Access or Disclosure” section below or as expressly permitted in writing by Customer. Customer further grants Alana AI the right to crawl the Customer Offering for purposes of training the AI Agent(s). Customer Data is not used to train any AI Agent(s) used on behalf of any other Alana AI Agent or the Alana AI model(s) in general.
4.3. Suggestions. If Customer or any Authorized User or End User shares any Suggestions, then Customer grants Alana AI an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such Suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.
4.4. Usage Information; Improvements to the Service. Alana AI may collect and analyze information relating to the use, configuration and performance of the Services (collectively “Usage Information”) for purposes of improving the Services. Customer understands that given the nature of the Services, whether it be a shared platform, multi-tenant environment, and/or unified code base, any improvements Alana AI derives from Usage Information may benefit Customer, as well as other customers generally; provided that, in no event will any use of Usage Information result in the identification of Customer to any third party (e.g., other customers) or the disclosure of Confidential Information that is not first aggregated or de-identified.
5. Term and Termination
5.1. Term of Agreement. This Agreement commences on the Effective Date and continues until the term of all Order Forms have expired or been terminated (the “Term”). Termination of this Agreement will terminate the Order Form as well.
5.2. Term of Services Subscriptions. Services subscriptions commence on the start date specified in the applicable Order Form and continue for the term specified therein. Subscriptions to the Services will renew as described in the applicable Order Form.
5.3. Termination for Cause. Either party may terminate this Agreement effective after thirty (30) days’ notice if the other party materially breaches this Agreement and such breach is not cured within such notice period. Upon any termination for cause by Alana AI, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Alana AI for the period prior to the effective date of termination.
5.4. Portability and Deletion of Customer Data. During the Term, Customer will be permitted to export Customer Data via the Services; provided, that Customer acknowledges and agrees that such ability to export may be limited by the applicable Services plan in effect, Customer’s particular configuration, and the data retention settings enabled by Customer. For up to thirty (30) days past termination of this Agreement, to the extent Customer Data has not already been deleted by Customer, Customer may request Alana AI to provide a copy of Customer Data still stored by Alana AI. Following the expiration of such thirty (30) day term, Alana AI shall have no obligation to maintain or provide any Customer Data. Upon Customer’s deletion of its account, Alana AI shall, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control in accordance with the its data security and retention policies.
5.5. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights,” “Confidentiality,” “Mutual Representations and Warranties; Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Portability and Deletion of Customer Data, “Surviving Provisions” and “General Provisions” shall survive any termination or expiration of this Agreement.
6. Mutual Representations and Warranties; Disclaimer
6.1. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, AI AGENTS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ALANA AI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ALANA AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ALANA AI MAKES NO WARRANTY REGARDING ANY NON-ALANA AI PRODUCTS.
7. LIMITATION OF LIABILITY
7.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7.2. Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED IN SECTION 10.3 BELOW) AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. The limitations hereunder apply with respect to all legal theories, whether in contract, tort or otherwise. The provisions of this ’Limitation of Liability’ section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
7.3. Excluded Claims. “Excluded Claims” means: (i) Customer’s indemnification obligations under Section 8.1; (ii) Alana AI’s indemnification obligations under Section 8.2; (iii) a party’s gross negligence, fraudulent acts or willful misconduct; (iv) Customer’s infringement or misappropriation of Alana AI’s intellectual property rights; (vi) a party’s breach of its confidentiality obligations under Section 9, excluding breaches related to Customer Data; or (vi) liability that cannot be limited by applicable laws.
8. Mutual Indemnification
8.1. Customer Indemnification. Customer shall defend Alana AI and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that (a) Customer Data, or the combination or use by Customer of the Customer Offering or Non-Alana AI Products with the Services, infringes or misappropriates the intellectual property rights of a third party, (b) Customer’s breach of the Customer Legal Basis Assurance, or (c) Customer’s use of the Services violates applicable law (each, a “Claim Against Alana AI”), and shall indemnify Alana AI for any damages, attorney fees and costs finally awarded against Alana AI as a result of, or for any amounts paid by Alana AI under a court-approved settlement of, a Claim Against Alana AI; provided, however, that Customer shall have no liability under this Section 8.1 to the extent a Claim Against Alana AI arises from Alana AI’s breach of this Agreement.
8.2. Alana AI Indemnification. Alana AI shall defend Customer and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that the use of the Services as permitted hereunder directly infringes or misappropriates a third party’s intellectual property right (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, or for any amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided, however, that Alana AI shall have no liability under this Section 8.2 to the extent a Claim Against Customer arises from (a) Customer Data, Customer Offering, or Non-Alana AI Products; (b) Customer’s negligence, misconduct, or breach of this Agreement; or (c) the use of any version of the AI Agents other than the most current release made available by Alana AI.
8.3. Indemnification Procedure. The indemnified party will provide the indemnifying party with prompt written notice of any claim, suit or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party’s defense and settlement of such matter.
8.4. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
9. Confidentiality
9.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include Customer Data, Confidential Information of Alana AI shall include the Services, and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party. This Section 9 does not apply to Alana AI’s obligations regarding use and protection of Personal Data; those obligations are specified in Sections 1.3 (Protection of Customer Data) and 1.4 (Data Protection Addendum).
9.2. Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, its legal counsel and accountants or in confidence in connection with bonafide fundraising or M&A due diligence activities. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the access or disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the access or disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
10. General Provisions
10.1. Publicity. Unless otherwise specified in the relevant Order Form, Customer grants Alana AI the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Alana AI’s website and in other public or private communications with existing or potential Alana AI customers, subject to Customer’s standard trademark usage guidelines as provided to Alana AI from time-to-time.
10.2. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such party, which may include denial-of service attacks, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
10.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.5. Notices. Except as otherwise set forth herein, all notices under this Agreement will be in writing addressed to the parties at the address set forth in the preamble of this Agreement and will be deemed to have been duly given (a) when received, if personally delivered; (b) the first business day after sending by email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.
10.6. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
10.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph are those described in the “Termination for Cause” section. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in the Burrough of Manhattan in the State of New York, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
10.10. Waiver of Jury Trial; Fees. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
10.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning Customer’s purchase and use of the Services. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by Customer (including Alana AI’s online terms of service). No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in or accepted by Alana AI during a vendor onboarding process or web portal, a Customer purchase order, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
