Aletheia Events Services Agreement

Updated: December 1, 2025

Effective: January 1, 2026

This Aletheia Events Services Agreement (“Agreement”) is entered into as of the Effective Date between the organization agreeing to these terms (“Customer”) and Aletheia Events, Inc. (“Aletheia Events”). In this Agreement,Aletheia Events and Customer are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms not defined in this Agreement have the meanings provided in the applicable Order Form, and in the event of any conflict between this Agreement and an Order Form, this Agreement shall control unless the Order Form expressly states otherwise. Customer represents that it is lawfully able to enter into this Agreement and, if it is entering into the Agreement for an entity, that it has legal authority to bind that entity. By clicking “I agree,” accepting the Order Form, or using the Services, Customer agrees to be bound to this Agreement.

1. Services.

1.1. Services Term. Aletheia Events will provide and deliver the Services to the Customer for the Services Term. The Services Term and scope of services (“Services”) will be listed on the Order Form. Unless the Parties agree otherwise in a writing signed by both Parties, increases in the scope of Services purchased during a Services Term will have a prorated term ending concurrently with the then-current Services Term, and Customer shall pay the applicable Fees for such increased Services on a prorated basis.

1.2. Renewal. Renewal Terms, if any, and whether the Services auto renew, will be listed on the applicable Order Form. If the Order Form provides for automatic renewal, either Party may provide written notice of non-renewal or scope reduction at least thirty (30) days before the start of the next Renewal Term to the other Party at the notice address specified in this Agreement or the Order Form. If Customer reduces its license count, quantity, or minimum commitment, Aletheia Events may, upon thirty (30) days' prior written notice to Customer, adjust or remove volume-based discounts previously offered to Customer, and such adjusted pricing shall apply prospectively from the start of the next Renewal Term.

1.3. Authorized Purchasers.

1. Provisioning. To provision the Services, Aletheia Events requires the email address of the initial Authorized Purchaser to be included on the Order Form. Failure to include correct Authorized Purchaser information on the Order Form may result in delays.
2. Purchases. The Services may be configured to allow Authorized Purchasers to purchase additional licenses, quantities, or volumes of Services. Aletheia Events will provide Customer with reasonable documentation regarding Services settings that allow additional purchases, and Customer is responsible for reviewing and understanding such settings and configuring them appropriately. Aletheia Events will charge the Customer for additional licenses, quantities, or volumes of Services for the remainder of the then-current Services Term based on the Customer’s then-current pricing as set forth in the applicable Order Form, prorated for the remainder of such Services Term. Customer will receive an invoice for such additional Services, which shall be due and payable in accordance with the payment terms set forth in Section [payment terms section].

1.4. Affiliates.

1. Usage. Aletheia Events provides the Services to Customer using dedicated workspaces and organizational IDs. Customer Affiliates may use the Services under Customer’s Account, which means Customer and its Affiliates usage will occur in the same workspace and under the same organizational ID. Customer will be responsible and liable for ensuring that its Affiliates comply with all terms and conditions of this Agreement, and Customer shall be liable for all acts and omissions of its Affiliates that access the Services in connection with this Agreement as if such acts and omissions were performed by Customer itself.
2. Separate Purchases. If Customer Affiliates’ purchase and use of the Services is intended to be separate from Customer’s, then the Affiliate must execute a separate Order Form. Aletheia Events will then create a separate workspace and organizational ID for that Affiliate and provision the Services accordingly. If Customer Affiliates enter into separate Order Forms under this Agreement such Affiliate will be bound by this Agreement as if they were the “Customer” hereunder.
3. Definition of Affiliate. “Affiliate” means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership, contract, or otherwise.
4. Definition of Account. “Account” means Customer’s account with Aletheia Events for the Services, including the associated workspace(s) and organizational ID(s), and the related registration, billing, and contact information (including the Account email address) and administrative settings through which Customer and its End Users access and use the Services.

1.5. Usage-based Services. If Customer purchases Services based on usage, Customer acknowledges that Aletheia Events will charge Customer the Fees for the Services based on the usage calculated by Aletheia Events.

2. Provision.

2.1. General. The Agreement governs Customer’s access to and use of the Services. Customer may only access and use the Services in accordance with the Agreement.

2.2. Use. Aletheia Events grants Customer a non-exclusive right to access and use the Services during the Term. 

2.3. Modifications. Aletheia Events may update the Services periodically. If an Aletheia Events update materially reduces the Services functionality, Aletheia Events will notify Customer at the Account email address. Within five business days of receipt of this notice, Customer may choose to terminate the Agreement by providing thirty days written notice. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

3. Customer obligations.

3.1. Customer Account. Customer must provide accurate and current Account information. Customer will not share Account access credentials or individual login credentials between multiple users. Customer may not resell or lease access to its Account or any End User Account. Customer will notify Aletheia Events within twenty-four (24) hours of becoming aware of any unauthorized access to the Account or the Services, or any other security breach or incident involving the Services.

3.2. End Users. End User Accounts may only be provisioned to, registered for, and used by, a single End User. Customer is responsible for all activities that occur under its Account, including the activities of End Users with an End User Account or who access the Services through a Customer Application. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow Aletheia Events to deliver the Services. 

3.3 Definitions.  “End Users” means individuals whom Customer or its Affiliates authorize to access and use the Services under Customer’s Account, including individuals provisioned an End User Account and individuals who access the Services through a Customer Application. End Users may include Customer’s and its Affiliates’ employees, contractors, agents, and other authorized users.  “Customer Application” means any software application, website, service, or integration (including any code) that Customer or its End Users develop, operate, or make available, and that interoperates with the Services or accesses the Services (including via any API, SDK, plug-in, or other interface) for the purpose of enabling or facilitating Customer’s or its End Users’ use of the Services.

3.4. Restrictions. Customer will not, and will not permit End Users to: (a) use the Services or Customer Content in a way that violates applicable laws or Aletheia Events Policies; (b) use the Services or Customer Content in a way that violates third parties’ rights; (c) allow minors to use Aletheia Services without consent from their parent or guardian; (d) Reverse Engineer any aspect of the Services or the systems used to provide the Services; (e) except for a Permitted Exception, use Output to develop artificial intelligence models that compete with Aletheia Events’ products and services; (f) extract data from the Services other than as permitted through the Services; (g) buy, sell, or transfer Aletheia API keys from, to, or with a third party; (h) interfere with or disrupt the Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations for the Services; (i) violate or circumvent Usage Limits or otherwise configure the Services to avoid Usage Limits.

3.5. Third-Party Services. Third-Party Services may be available through the Services, which Customer may elect to use in its sole discretion. By accessing a Third-Party Service, Customer agrees to the applicable Third-Party Service terms and conditions. Customer’s access or use of Third-Party Services are governed by this Agreement and the relevant Third-Party Service terms and conditions.

4. Customer Content.

4.1. Generally. Customer and Customer’s End Users may provide Input and receive Output. As between Customer and Aletheia Events, to the extent permitted by applicable law, Customer: (a) retains all ownership rights in Input; and (b) owns all Output. Aletheia Events hereby assigns to Customer all Aletheia Events’ right, title, and interest, if any, in and to Output.

4.2. Definitions.  “Input” means any data, content, prompts, instructions, files, materials, or other information that Customer or its End Users submit, upload, transmit, or otherwise make available to the Services, including through a Customer Application.

“Output” means any data, content, results, responses, recommendations, analyses, or other information generated or returned by the Services in response to Input, including any modifications, transformations, or derivative works of Input produced by the Services.

“Customer Content” means all Input and Output, and any other data, content, files, materials, or information that Customer or its End Users submit, upload, transmit, or otherwise make available to the Services or through the Services, including through a Customer Application. Customer Content includes any Personal Data contained in the foregoing.

“Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, or that is otherwise defined as “personal data,” “personal information,” or “personally identifiable information” under applicable data protection laws. Personal Data includes any such information contained in Customer Content.

4.3 Aletheia Events Obligations. Aletheia Events will only use Customer Content as necessary to provide Customer with the Services, comply with applicable law, enforce the Aletheia Events policies, and prevent abuse. 

4.4. Customer Obligations. Customer is responsible for all Input and represents and warrants that it has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for Customer’s use case.

4.5. Similarity of Output. Due to the nature of Aletheia Events’ Services and artificial intelligence generally, Output may not be unique, and other users may receive similar content from Aletheia Events’ services. Responses that are requested by and generated for other users are not considered Customer’s Output.

5. Security and Privacy.

5.1. Security Measures. Aletheia Events will comply with the Security Measures. Aletheia Events may periodically update the Security Measures. “Security Measures” means the administrative, technical, and physical safeguards implemented by Aletheia Events to protect the Services and Customer Content, as described in Aletheia Events’ then-current security documentation or policies made available to Customer (including any security exhibit, trust portal materials, or similar documentation), as such safeguards may be updated by Aletheia Events from time to time in accordance with this Agreement. If Aletheia Events updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole, Customer may elect to terminate the Agreement and associated Order Forms by providing written notice to Aletheia Events within five business days of the update.

5.2. Audit Reports. Aletheia Events is in the process of conducting independent internal security audits to assess the design and effectiveness of its security policies, procedures, and controls for the Services. These audits are ongoing and support Aletheia Events’ continuous improvement of its security program. These audits provide no guarantee of certification. Upon reasonable request and subject to Aletheia Events' sole discretion, Aletheia Events may elect to share summaries or relevant portions of the audit reports with Customer, but such reports shall be subject to the confidentiality provisions of Section 7.

5.3. Privacy. If Customer uses the Services to process Personal Data, Aletheia Events and Customer will comply with the data processing agreement then in effect between the Parties.

5.4. HIPAA. Customer agrees not to use the Services to create, receive, maintain, transmit, or otherwise process Protected Health Information, unless it has signed a separate Healthcare Addendum with Aletheia Events. “Protected Health Information” or “PHI” has the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”), including 45 C.F.R. § 160.103, and means individually identifiable health information that is transmitted or maintained in any form or medium, excluding information that has been de-identified in accordance with HIPAA. NOTWITHSTANDING THE FOREGOING, NOT ALL SERVICES OFFERED BY ALETHEIA EVENTS ARE DESIGNED FOR PROCESSING PROTECTED HEALTH INFORMATION. IF CUSTOMER USES A SERVICE THAT IS NOT DESIGNED FOR PROCESSING PROTECTED HEALTH INFORMATION, CUSTOMER MAY NOT USE THE SERVICES TO STORE, TRANSMIT, OR PROCESS THIS INFORMATION.

6. Payment.

6.1. Fees. Customer will pay Aletheia Events the applicable fees in the currency and pursuant to the payment terms on the Order Form (“Fees”). Customer authorizes Aletheia Events to charge Customer for all applicable Fees using the payment method on the Account. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement. If Customer’s Order Form includes a minimum commitment, the minimum commitment amount is non-cancellable except as required by law or as otherwise specifically permitted in the Agreement.

6.2. Payment. Customer will pay Aletheia Events invoices on the payment interval set forth in the Order Form. Aletheia Events may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Aletheia Events.

6.3. Taxes. Fees are exclusive of taxes, which Aletheia Events will charge as required by applicable law in connection with the Services. Aletheia Events will use the name and address in the Account as the place of supply for tax purposes. All Fees under this Agreement shall be paid in full, without any deduction or withholding for taxes, levies, duties, tariffs, or other charges of any nature imposed by any governmental authority. If any such deduction or withholding is required by law, Customer shall increase the payment to Aletheia Events so that the net amount received equals the amount invoiced.

6.4. Disputes. To dispute an invoice Customer must: (a) contact ar-enterprise@aletheiaevents.com within thirty days of the date the disputed invoice was issued, providing reasonable detail of the basis for the dispute; and (b) pay all undisputed amounts. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month or the maximum amount allowed by law, whichever is lower.

6.5. Corrections. Price changes on the Pricing Page will be effective fourteen days after they are posted. Aletheia Events has the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment.

7. Confidentiality.

7.1. Use and Nondisclosure. Each Party agrees it will: (a) only use the other Party's Confidential Information to exercise its rights and fulfill its obligations under this Agreement; (b) take reasonable measures to protect the Confidential Information; and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

7.2. Exceptions. The obligations in Section 7.1 do not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was in receiving Party’s possession or known by it prior to receipt from the disclosing Party; (c) was rightfully disclosed to receiving Party without restriction by a third party; or (d) was independently developed without use of disclosing Party’s Confidential Information.

7.3. Permitted Disclosure. Receiving Party may disclose Confidential Information only to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Receiving Party will be responsible for any breach of this Section 7 by its employees, contractors, and agents. Receiving Party may disclose Confidential Information to the extent required by law, if receiving Party uses reasonable efforts to notify disclosing Party, to the extent permitted, prior to doing so.

7.4. Remedies. Each Party acknowledges that a disclosure of the other Party’s Confidential Information in violation of these terms would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by a receiving Party, disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

8. Suspension.

8.1. Of End User Accounts. If an End User: (a) violates the Agreement; or (b) causes, or will cause, a Security Emergency, then Aletheia Events may request that Customer suspend or terminate the relevant End User account. If Customer fails to promptly suspend or terminate the End User account, then Aletheia Events may do so. “Security Emergency” means any actual or reasonably suspected: (a) unauthorized access to, or compromise of, the Services, Aletheia Events’ systems, or Customer Content; (b) security incident, vulnerability, or attack (including denial-of-service attacks, malware, ransomware, or credential compromise) that materially threatens the confidentiality, integrity, or availability of the Services, Aletheia Events’ systems, or Customer Content; or (c) use of the Services by Customer or any End User that materially disrupts, degrades, or poses a material risk to the Services or to any other customer’s access to or use of the Services.

8.2. Of the Services. Aletheia Events may limit or suspend Customer’s access to the Services if: (a) it is required to do so by law; (b) Customer violates the Agreement or Aletheia Events policies; or (c) doing so is necessary to prevent or terminate a Security Emergency. Aletheia Events will use reasonable efforts to notify Customer before limiting to or suspending the Services pursuant to the preceding sentence but may do so without prior notice to the extent reasonably necessary. Aletheia Events will use reasonable efforts to: (i) narrowly tailor a limitation or suspension to prevent or terminate the Security Emergency; and (ii) cooperate with Customer to promptly restore access to the Services once it verifies Customer has resolved the condition requiring suspension.

9. IP Rights.

9.1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Aletheia Events any intellectual property rights in Customer Content; or (b) Customer any intellectual property rights in the Services. Customer obtains only a limited right to use the Services, and no ownership rights in the Services are transferred to Customer or its End Users under this Agreement.

9.2. Limited Permission. Customer grants Aletheia Events only the limited license that is reasonably necessary for Aletheia Events to deliver the Services. This limited license also extends to subcontractors or sub-processors.

9.3. Feedback. If Customer provides Feedback, Customer grants Aletheia Events the right to use and exploit Feedback without restriction or compensation. “Feedback” means any suggestions, ideas, enhancement requests, recommendations, corrections, comments, evaluations, or other input regarding the Services or Aletheia Events’ products, services, or business that Customer or its End Users provide to Aletheia Events, whether orally, in writing, or otherwise. Feedback does not include Customer Content.

9.4 Product Advisory Board. Aletheia Events may engage a group of approved customers (the “Product Advisory Board”) to participate in structured interviews, workflow reviews, and evaluations of customer-supplied use cases for the purpose of informing Aletheia Events’ product strategy and roadmap. Customer acknowledges and agrees that any data, materials, insights, feedback, or use cases it voluntarily provides as part of this program may be used by Aletheia Events to analyze, design, develop, test, or improve the Services. Customer hereby grants Aletheia Events a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such contributions and/or Feedback into the Services and related technologies. All resulting enhancements, features, and intellectual property developed by Aletheia Events based on such contributions shall be owned solely by Aletheia Events.

10. No Publicity.

Except with express prior written permission, neither Party will: (i) include the other Party’s name or logo on their websites, media, or marketing materials; or (ii) make any public statement about its relationship with the other Party or this Agreement.

11. Term and Termination.

11.1. Agreement Term. The Agreement will remain in effect for the Term. The Term shall be the Services Term, including any Renewal Term, unless earlier terminated as provided in this Agreement.

11.2. Termination. Either Party may terminate this Agreement, including all Order Forms, upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days after receipt of written notice; or (b) ceases its business operations or becomes subject to insolvency proceedings.  Aletheia Events may terminate this Agreement immediately upon written notice due to Customer's non-payment if such non-payment continues for more than fifteen (15) days after written notice of non-payment.

11.3. Effects of Termination. If this Agreement terminates: (a) the rights granted by Aletheia Events to Customer will cease immediately; and (b) Aletheia Events will delete all Customer Content from its systems within thirty days, unless: (i) Aletheia Events is legally required to retain it; or (ii) Customer has agreed otherwise in writing. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination. In addition, except for a termination by Customer for cause, if this Agreement terminates any unpaid minimum commitment amounts set forth on the Order form will become immediately due. Despite anything to the contrary in this Agreement, Aletheia Events may retain Abusive Customer Content, or, if Customer’s access to the Services is suspended via Section 8 or terminated via Section 11, share information related to Abusive Customer Content, as required by law, or as reasonably necessary to protect the Services or any third party from harm. 

“Abusive Customer Content” means any Customer Content that Aletheia Events determines in good faith, with reasonable basis: (a) violates applicable law or the Aletheia Events policies; (b) infringes, misappropriates, or otherwise violates any third party’s rights; (c) is deceptive, fraudulent, or used in connection with phishing, spamming, or other malicious or harmful activity; (d) contains or facilitates malware, ransomware, or other code or instructions intended to disrupt, damage, or gain unauthorized access to any system, network, or data; (e) is hateful, harassing, defamatory, obscene, or otherwise unlawful or harmful; or (f) creates, or is reasonably likely to create, a Security Emergency or a material risk of harm to Aletheia Events, the Services, any third party, or the public.

11.4. Survival. The following provisions will survive termination or expiration of the Agreement: 6.2 (Payment), 7 (Confidentiality), 9 (IP Rights), 11.3 (Effects of Termination), 11.4 (Survival), 12 (Warranties; Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 16 (Miscellaneous).

12. Warranties; Disclaimer.

12.1. Warranties. Aletheia Events warrants that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the scope of the Order Form.

12.2. Disclaimer. SUBJECT TO SECTION 12.1, THE SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, ALETHEIA EVENTS AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. ALETHEIA EVENTS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER CONTENT WILL BE ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR REGARDING ANY THIRD-PARTY SERVICES. ALETHEIA EVENTS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CUSTOMER CONTENT, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-ALETHEIA EVENTS SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS).

12.3. Beta Services. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing as the Services; and (e) ALETHEIA EVENTS WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.

13. Indemnification.

13.1. By Aletheia Events. Aletheia Events agrees to indemnify, defend, and hold Customer harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a Claim alleging that the Services infringe any third-party intellectual property right. This excludes claims to the extent arising from: (a) combination of any Services with products, services, or software not provided by Aletheia Events or on Aletheia Events’ behalf; (b) modification of any Services by any party other than Aletheia Events; (c) Customer Content; (d) Customer Applications (if any and the claim would not have arisen but for the Customer Application). 

13.2. By Customer. Customer agrees to indemnify, defend, and hold Aletheia Events and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a Claim related to: (a) use of the Services in violation of this Agreement; (b) Customer Applications, if any; or (c) Customer Content, including without limitation, Abusive Customer Content.

13.3. Mitigation. If Aletheia Events reasonably believes that all or any portion of the Services is likely to become the subject of an intellectual property infringement claim, Aletheia Events will: (a) obtain, at Aletheia Events’ expense, the right for Customer to continue using the Services in accordance with this Agreement; (b) replace or modify the allegedly infringing Service; or (c) if (a) and (b) are not commercially practicable, Aletheia Events may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund any prepaid amounts for unused Services. Customer will promptly comply with all reasonable instructions provided by Aletheia Events with respect to the above, including any instruction to replace, modify, or cease use of the Service.

13.4. Procedure. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and settlement of the claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE INDEMNITIES ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

14. Limitation of Liability.

14.1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CUSTOMER’S BREACH OF SECTION 3.3 (RESTRICTIONS); (C) ALETHEIA EVENTS’ BREACH OF SECTION 5.1 (SECURITY MEASURES), OR (D) EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), NEITHER CUSTOMER NOR ALETHEIA EVENTS OR EITHER PARTY’S AFFILIATES OR LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR (C) CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO ALETHEIA EVENTS DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Dispute Resolution.

15.1. Mandatory Arbitration. Customer and Aletheia Events agree to resolve any disputes, regardless of when they arose, even if it was before this Agreement existed, through final and binding arbitration.

15.2. Informal Dispute Resolution. Aletheia Events wants to understand and address Customer concerns prior to formal legal action. The Parties agree to try to resolve disputes informally before filing a claim against one another. Customer will do so by completing an Informal Dispute Resolution Form, available on Aletheia Events’ website. Aletheia Events will do so by notifying Customer at the Account email address. If the Parties cannot resolve a dispute within sixty days, either Party may initiate arbitration. Both Parties also agree to attend an individual settlement conference if either Party requests one during this time. 

15.3. Generally. Customer and Aletheia Events agree to resolve any disputes through final and binding arbitration, except as set forth below. Either Party may commence binding arbitration through NAM, or, if NAM is not available, an alternative arbitral forum selected by the Parties. The initiating Party will pay all filing fees for the arbitration and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. If a Party’s claim is determined to be frivolous, the Party who initiated the frivolous claim is responsible for reimbursing the other Party for all administrative, hearing, and other fees incurred as a result of the frivolous claim.

15.4. Procedure. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator under the arbitration provider’s then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine: (a) if a provision of this arbitration section should be severed and the consequences of that severance; (b) whether the Parties have complied with conditions precedent to arbitration; and (c) whether an arbitration provider is available to hear the arbitration. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

15.5. Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

15.6. No Class Actions. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either Party from participating in a class-wide settlement of claims.

15.7. Batch Arbitration. If twenty-five or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety days of each other, then Customer and Aletheia Events agree that NAM will administer them in batches, unless there are fewer than fifty claimants in total or after batching, in which case all claims will comprise a single batch. NAM will administer each batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or batch, it will be severed and arbitrated in individual proceedings.

15.8. Severability. If any part of this Section 15 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 15 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right in court, to the extent such rights cannot be waived under applicable law.

16. Miscellaneous.

16.1. Entire Agreement. This Agreement is the entire agreement between Customer and Aletheia Events with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. This Agreement hereby incorporates by this reference the Aletheia Events Policies and relevant Order Forms. Customer agrees that any additional or conflicting terms and conditions contained in any purchase order or other document Customer sends to Aletheia Events will not apply to this Agreement and are null and void, unless expressly agreed to in writing by an authorized representative of Aletheia Events.

16.2. Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order, the: (a) Order Form; (b) Service-Specific Terms, if any; (c) this Agreement; and (d) Aletheia Events policies.

16. Governing Law. This Agreement will be governed by the laws of the State of California. . All claims arising out of or relating to this Agreement not subject to the arbitration provision in Section 15 will be brought exclusively in All claims arising out of or relating to this Agreement not subject to the arbitration provision in Section 15 will be brought exclusively in the state or federal courts located in the city and county of San Francisco, State of California, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

16.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be modified to reflect the parties' intention to the minimum extent necessary to make it enforceable, or if it cannot be made enforceable, it will be severed from this Agreement, and the remaining provisions of the Agreement will remain in full force and effect.

16.5. Notices. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable Account email address and are deemed given when sent. Notices to Aletheia Events must be sent to Aletheia Events Legal at contract-notices@aletheiaevents.com, with a copy to Aletheia Events, Inc., P.O. Box 2772, Santa Clara, California 95055.

16.6. Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

16.7. Assignment. This Agreement cannot be assigned other than as permitted under this Section 16.7. Aletheia Events may assign this Agreement to an Affiliate without notice or Customer consent. Either Party may assign this Agreement to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business related to this Agreement, provided the assigning party provides at least thirty days prior written notice of the assignment to the other Party. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

16.8. No Agency. Aletheia Events and Customer are not legal partners or agents but are independent contractors.

16.9. Force Majeure. Except for payment obligations, neither Customer nor Aletheia Events will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation, facilities, fuel, energy, labor or materials. The affected party must provide prompt notice of the force majeure event and use commercially reasonable efforts to mitigate its effects.

16.10. No Third-Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement, and it is Customer and Aletheia Events’ specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

16.11. Trade Controls. Customer is solely responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws. Customer’s Input may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a Restricted Party List. Customer represents and warrants that Customer and End Users are not located in any U.S. embargoed countries (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), are not identified on any Restricted Party List (including the U.S. Treasury Department's Specially Designated Nationals List and the U.S. Commerce Department's Denied Persons List), and that Customer will comply with applicable export control laws, including any "know your customer" requirements or obligations applicable to Customer's End Users.</target>
<text>Customer represents and warrants that as of the Effective Date, Customer and End Users are not located in any country or region subject to comprehensive U.S. sanctions, are not identified on any U.S. government restricted party list, and that Customer will comply with all applicable export control and sanctions laws.

16.12. Geographical Limitations on Use. Customer and End Users may not access or use the Services from outside of the United States. A violation of this Section 16.12 may result in Services suspension under Section 8.