AlisX Platform — Terms of Use

Last updated: October 2025

These Terms of Use (“Terms” / “Agreement”) are a binding legal contract between you (“Customer”) and Alis SARL, a Luxembourg company, having its registered office at 43 Boulevard Prince Henri, Luxembourg 1724 (“Company”), governing Customer’s access to and use of the Alis Exchange platform provided as software‑as‑a‑service by Company, together with any materials made available by Company on or through the platform (collectively, the “Software” or “Services”). By accessing or using the Services, Customer agrees to these Terms.

If you are using or accessing the Services as an employee, agent, or contractor of an entity, you represent and warrant that you have authority to bind that entity to these Terms. For enterprise customers, these Terms may be supplemented by a separate enterprise agreement between Customer and Company.

Modifications. Company may modify these Terms by posting updated Terms at https://www.alisx.com/terms-of-use (or another URL designated by Company). Company may notify Customer of material changes via the Software, email, or other means. Continued use after changes become effective constitutes acceptance of the revised Terms.

Effective Date. The “Effective Date” is the earlier of (a) Customer’s initial access to the Services or (b) the date Customer first accepts these Terms.

Contracting Entity

For customers in Luxembourg and regions not specified below: Alis SARL, a Luxembourg company, 43 Boulevard Prince Henri, Luxembourg 1724.
For customers in South Africa: Alis SARL SA Branch, 146 Main Road, Gqeberha, South Africa.
For customers in the United Kingdom: Alisx UK Limited, Spaces Mappin House, 4 Winsley Street, London, W1W 8HF.

Company and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

1) Engagement

Subject to these Terms, Company grants Customer a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable licence to access and use the Services in accordance with Exhibit A (Service Level Terms) and with reasonable technical support as described in Exhibit B (Support Terms). Any statement of work (“SOW”) for additional services (collectively with the Software and support, the “Services”) will be governed by this Agreement.

The Agreement is non‑exclusive; Customer is free to subscribe to other software or services.

2) Use Restrictions & Customer Responsibilities

2.1 Restrictions. Customer will not (and will not permit anyone to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, object code, or underlying ideas or algorithms of the Software; (b) modify, translate, or create derivative works of the Software (except to the extent expressly permitted by Company); (c) use the Software for timesharing, service bureau, or for the benefit of unauthorised third parties; or (d) remove any proprietary notices or labels.

2.2 Compliance. Customer represents and warrants it will use the Services only in compliance with applicable laws and these Terms. Customer is responsible for maintaining account and password security for all users and will reasonably cooperate with Company in connection with the Services.

2.3 Communications Consent. Customer consents to receive Service‑related communications from Company via electronic means (including email, in‑product notices, and calls/SMS where applicable).

3) Charges & Payment

3.1 Pricing. Some Services are offered under subscription plans and/or usage‑based fees. Plan limits, features, and pricing are shown at www.alisx.com/pricing.

3.2 Payment. By purchasing any Services (each a “Subscription”), Customer authorises Company (or its processor) to charge all applicable subscription and usage fees. Customer represents it has the legal right to use provided payment methods. All fees are in U.S. Dollars unless otherwise stated, are non‑refundable (except as expressly set out in these Terms), and not subject to set‑off.

3.3 Recurring Billing. Subscription fees recur on the cadence chosen by Customer (e.g., monthly/annual) and continue until cancelled (see §10). Usage fees are billed in arrears.

3.4 Billing Issues. Suspected billing errors must be reported to support@alisx.com within 15 days of the first statement showing the issue.

3.5 Suspension for Non‑Payment. Company may limit or suspend Services for late or non‑payment.

3.6 Taxes & Withholding. Fees are exclusive of taxes. Customer will pay applicable taxes (excluding taxes on Company’s income, employees, or real property) and will gross‑up payments where required by law so Company receives the full amounts due.

4) Refund Policy

Refunds, where expressly provided, will be processed back to the source account within 5–7 working days.

5) Free Trials and Free Tiers

Company may offer free trials or free tiers subject to these Terms. Trials end automatically unless Customer purchases a Subscription. Company may change or end such offers at any time.

6) Intellectual Property & Feedback

6.1 Customer Data. Customer retains ownership of all “Customer Data” (data submitted by Customer or its users to the Software and outputs generated by Customer using the Software, excluding Company IP embedded in outputs). Customer grants Company and its Affiliates a non‑exclusive, transferable, sublicensable, royalty‑free licence to use Customer Data to: (a) provide the Services; (b) operate, maintain, secure, and improve the Services; and (c) comply with law and our Privacy Policy.

6.2 Company IP. Company (and its licensors) owns all right, title, and interest in and to the Services, documentation, and all enhancements, derivatives, and modifications (“Company IP”). Except as expressly set out, no licences or rights (including patent rights) are granted by implication or otherwise.

6.3 Feedback. Customer may provide feedback. Company may use it without restriction or obligation.

7) Confidentiality

Each Party (“Receiving Party”) may receive confidential or proprietary information of the other (“Disclosing Party”) that is marked confidential or that should reasonably be considered confidential given the nature and context (“Confidential Information”). Receiving Party will (i) protect Confidential Information using reasonable care; (ii) not use it except to perform under this Agreement; and (iii) disclose it only to its Representatives with a need to know under confidentiality obligations at least as protective as this §7. Exceptions apply for information that is public (through no breach), known without restriction, independently developed without use of Confidential Information, or rightfully received from a third party. Disclosures required by law are permitted with prompt prior notice (where legally allowed).

Company may generate anonymised and aggregated data from Service operations, which it may use for any purpose, provided it does not identify Customer.

Upon written request, each Party will return or securely destroy the other’s Confidential Information.

8) Security & Data Handling

Company implements industry‑standard technical and organisational measures to protect Customer Data against unlawful or unauthorised processing, access, destruction, loss, or alteration. If Company processes Customer Personal Data on Customer’s behalf, the Data Protection Addendum (DPA) at https://www.alisx.com/dpa (as updated per law) applies and is incorporated by reference. Data retention: Customer‑collected data is stored while the account is active; after offboarding, data is retained five (5) weeks in active storage and then archived for one (1) year in cross‑region backup before secure deletion.

9) Google Cloud Services (if used with AlisX)

This section applies only if Customer consumes Google Cloud Platform services through Alis.

9.1 Google Terms. Customer’s use of Google Cloud is governed by the Google Cloud Terms of Service and associated URL terms (including the Service Specific Terms, Acceptable Use Policy, SLAs, and applicable Cloud Data Processing Addendum(s)) available from Google (currently referenced at https://cloud.google.com/terms and related URLs).

9.2 Managed Services Customer. A “Managed Services Customer” is a Customer whose Google Cloud project(s) run under an Alis Google Cloud organisational resource (rather than under the Customer’s own organisation). By electing to be a Managed Services Customer, Customer (a) confirms it is bound by the Google Cloud Terms, and (b) expressly authorises Alis, as Customer’s agent for this limited purpose, to accept the Google Cloud Terms (and updates) on Customer’s behalf when Google’s onboarding flow requires acceptance to provision or maintain the Services. Alis will notify Customer (e.g., in‑product or by email) when it accepts such terms on Customer’s behalf. This agency is limited to acceptance of Google Cloud terms necessary for provisioning and does not create any broader agency or partnership.

9.3 Compliance & AUP. Customer must comply with Google’s Acceptable Use Policy and Service‑Specific Terms (including restrictions on High‑Risk Activities, export controls, HIPAA/BAA prerequisites, ITAR, and cryptocurrency mining without Google approval). Alis may suspend Google Cloud usage to remedy non‑compliance or as required by Google.

9.4 Data Roles.
• Managed Services: where Customer’s projects run under Alis’ organisation, Google processes Partner Data on behalf of Alis under Google’s Cloud Data Processing Addendum (Partners); Alis’s DPA with Customer applies to Alis’ processing for the Services.
• Customer‑owned organisation: where Customer’s projects run under Customer’s own Google Cloud organisation, Google processes Customer Data on behalf of Customer under Google’s Cloud Data Processing Addendum (Customers).

9.5 Support & SLAs. Unless Customer has direct Google support, Alis provides first‑line support. Customer’s sole remedies for Google Cloud service‑level shortfalls are SLA credits described in the applicable Google SLA(s), which Customer must request through Alis; Alis will pass through credits it receives from Google.

9.6 Google’s Liability & Changes. To the maximum extent permitted by law, Google disclaims warranties and liability to Customer; Alis routes SLA credits as described above. Google may update, modify, or discontinue services or APIs on notice per Google’s program rules.

9.7 Provisioning & Continuity. Customer consents to Alis sharing basic Customer Information (legal name, address, contacts) with Google for provisioning, support, compliance, or continuity; Google or its authorised distributor may contact Customer about maintaining continuity of service (for example, if Alis ceases to provide Google Cloud).

9.8 Billing. Google Cloud usage is metered and billed monthly in arrears via Alis. If Google directly bills the Customer for a period (e.g., before a billing subaccount is linked), those amounts are not payable to Alis.

10) Term and Termination

This Agreement starts on the Effective Date and continues until terminated under this §10. Subscription terms renew automatically for successive periods matching the initial term unless either Party gives notice of non‑renewal or Customer cancels in account settings.

Either Party may terminate this Agreement with 30 days’ notice for an uncured material breach (or immediately for non‑payment, fraud, unlawful use, or platform security risk). Company may also terminate if continued provision becomes infeasible due to a material change in circumstances beyond Company’s reasonable control.

Upon termination: (a) all licences cease; (b) Customer must stop using the Services; (c) all fees accrued (including usage charges) become due; (d) sections intended to survive do so; and (e) Customer will have restricted access for 30 days solely to retrieve Customer Data (one designated data administrator).

Transition for Google Cloud. If Google Cloud services are in scope, Customer authorises Alis to cooperate with Google and/or another authorised reseller to migrate Customer projects/billing to maintain continuity, and consents to contact for that purpose.

11) Warranties & Disclaimers

Each Party represents it has validly entered into this Agreement.

The Services are provided “AS IS” and “AS AVAILABLE.” To the fullest extent permitted by law, Company, its Affiliates, and licensors disclaim all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non‑infringement, and accuracy of data. If an implied warranty may not be disclaimed, its duration is limited to the shorter of 90 days from first delivery or the minimum period required by law.

12) Indemnity

12.1 Company Indemnity. Company will defend Customer against third‑party claims alleging the Services (as provided by Company) infringe intellectual property rights, and pay finally awarded damages or approved settlements, provided Customer promptly notifies Company, grants sole control of defence, and cooperates. Exclusions include combinations not supplied by Company, modifications not authorised by Company, use contrary to this Agreement, free trials, and claims arising from Customer Data or third‑party products.

12.2 Customer Indemnity. Customer will defend and indemnify Company and Affiliates against third‑party claims arising from Customer Data, Customer’s use of the Services in violation of law or this Agreement, or combinations of the Services with items not provided by Company.

13) Limitation of Liability

IN NO EVENT will either Party be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, or data, even if advised of the possibility.

Aggregate Cap. Company’s total liability arising out of or related to this Agreement will not exceed the fees paid by Customer to Company for the Services in the 12 months preceding the event giving rise to liability (the “Standard Cap”). For breaches of Company’s confidentiality or IP obligations, Company’s aggregate liability will not exceed three (3) times the Standard Cap. These limits do not apply to amounts owed for payable fees, Customer’s breach of licence restrictions, or liability that cannot be limited by law.

14) Miscellaneous

14.1 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect.

14.2 Assignment. Customer may not assign this Agreement without Company’s prior written consent. Company may assign or transfer its rights and obligations without consent.

14.3 Entire Agreement. These Terms (including exhibits, SOWs, and policies referenced by URL) are the entire agreement and supersede prior agreements regarding the subject matter. Waivers and modifications must be in writing and signed, except for updates made under the “Modifications” clause.

14.4 Relationship. The Parties are independent contractors; no agency, partnership, joint venture, or employment relationship is created. Neither Party may bind the other.

14.5 Fees & Attorneys’ Costs. In an action to enforce rights under this Agreement, the prevailing Party may recover reasonable costs and attorneys’ fees.

14.6 Notices. Company may provide general notices via email or in‑product. Legal notices to Company must be emailed to legal@alisx.com (Subject: Attention: Legal Department). Legal notices to Customer will be sent to the email associated with Customer’s account and are deemed given upon receipt (or when electronically confirmed).

14.7 Publicity. The Parties will collaborate in good faith on one mutually agreed press release within 90 days of the Effective Date. Customer authorises Company to use Customer’s name and logo to identify Customer on Company’s website and marketing materials.

14.8 Export; Sanctions; Anti‑Bribery; Modern Slavery. Customer will comply with applicable export control and sanctions laws; Customer represents neither it nor its covered parties are listed on restricted‑party lists. The Parties will comply with the U.S. Foreign Corrupt Practices Act, UK Bribery Act, UK Modern Slavery Act, and analogous laws.

14.9 Injunctive Relief. Breach of IP or confidentiality may cause irreparable harm; a Party may seek injunctive relief in any competent court.

14.10 Governing Law; Disputes; Arbitration.
(a) Alis SARL (Luxembourg): Luxembourg law; arbitration under Luxembourg Arbitration Centre rules in Luxembourg City.
(b) Alis SARL SA Branch (South Africa): South African law; arbitration under AFSA rules in Johannesburg.
(c) Alisx UK Limited (United Kingdom): Laws of England & Wales; arbitration under LCIA rules in London.
All arbitration is confidential. Judgments may be entered in any court of competent jurisdiction.

14.11 Questions. Contact legal@alisx.com.