THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF ALOCITY SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF ALOCITY SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Alocity’s direct competitors are prohibited from accessing the Services, except with Alocity’s prior written consent.
This Agreement was last updated on April 13, 2023. It is effective between Customer and Alocity Technologies, LLC (Alocity) as of the date of Customer’s accepting this Agreement (the “Effective Date”).
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Main Services Agreement.
“Beta Services” means Alocity services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by Alocity from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Alocity Applications.
“Free Services” means Services that Alocity makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-Alocity Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Customer or a third party. Non-Alocity Applications, other than those obtained or provided by Customer, will be identifiable as such.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Alocity or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Alocity, including associated Alocity offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-Alocity Applications.
“Alocity” means the company described in the “Alocity Contracting Entity, Notices, Governing Law, and Venue” section below.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Alocity without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Alocity at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
2.1 Provision of Purchased Services. Alocity will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable Alocity standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Alocity shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Alocity’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Alocity employees), Internet service provider failure or delay, Non-Alocity Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Alocity’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
2.2 Service Levels. Alocity shall exert commercially reasonable efforts to ensure that the Hosted Software is accessible for 99.99% or greater of the duration of any given calendar month. Unless indicated otherwise in the following exclusions, an "Outage" shall refer to any period during which the Hosted Software is inaccessible due to factors under Alocity's control. This availability standard shall not apply to any aspect of the Hosted Software that Alocity has classified as a "beta" feature or service.
2.3 Service Credits.In the event that Alocity fails to achieve the availability percentage stated above, the Customer shall be entitled to receive a credit ("Service Credit"), which shall be calculated by adding a certain number of days to the end of the License Term. The Service Credits shall be determined based on the actual availability of the Hosted Software in a particular calendar month as set out below. It is hereby noted that the Service Credits are non-transferrable.
Service Availibility Service Credits
Less than 99.99% 5 Days
Less than 99.9% 7 Days
Less than 99% 10 Days
Less than 90% 15 Days
2.4 Exclusions. Alocity shall exclude from its calculation of downtime any duration during which the Hosted Software is inaccessible due to:Planned maintenance windows where advance notice of the planned unavailability has been provided, via the Hosted Software, at least one business day prior to the outage, except in cases of emergency changes;Force Majeure Events;Customer's actions or inactions;Events arising from Customer's systems or any of the Customer's websites;Internet Service Provider (ISP) or internet outages that are beyond Alocity's control.
2.5 Protection of Customer Data - Alocity agrees to take commercially reasonable measures to protect the confidentiality, integrity, and availability of the Customer’s data. These measures shall include, but not be limited to, the following:Access Controls: The Company shall implement appropriate access controls to ensure that only authorized personnel have access to the Customer's data.Data Encryption: The Company shall use encryption technology to secure the Customer's data during transmission and storage.Security Monitoring: The Company shall monitor its systems and networks for security breaches and promptly respond to any suspected or actual security incidents.Data Backup: The Company shall implement a backup and recovery system to ensure that the Customer's data is protected against data loss or corruption.Employee Training: The Company shall provide its employees with appropriate training and guidelines on data protection and security.
2.6 Alocity Personnel. Alocity will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Alocity’s obligations under this Agreement, except as otherwise specified in this Agreement.
2.7 Beta Services. From time to time, Alocity may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion.
2.8 Free Trial. If Customer registers on Alocity’s or an Affiliate’s website for a free trial, Alocity will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Alocity in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Alocity regarding future functionality or features.
3.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, Alocity may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Alocity’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Alocity’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Alocity Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Alocity promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement. Any use of the Services in breach of the foregoing by Customer or Users that in Alocity’s judgment threatens the security, integrity or availability of Alocity’s services, may result in Alocity’s immediate suspension of the Services, however Alocity will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
3.4 Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Alocity Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Alocity Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Alocity intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) Alocity-MSA, February 2023 Page 4 of 16 build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
4.1 General. Alocity warrants to the original purchaser and user of the Hardware that, commencing from the date of shipment to the location designated on the Purchase Order and continuing for the duration specified in the applicable Documentation, the Hardware shall be substantially free from any defects in materials and workmanship.(“Hardware Warranty”).
4.2 Remedies. The Customer's exclusive and sole recourse, and Alocity's (as well as its suppliers' and licensors') sole and exclusive liability, for any violation of the Hardware Warranty, shall be, at Alocity's sole discretion, to replace the non-conforming Hardware. Alocity may replace the Hardware or its components with either new or refurbished products. In the event that the Hardware or a component thereof is no longer available, Alocity may replace the Hardware with a similar product that has similar functionality. The terms of the Hardware Warranty shall apply to any replaced Hardware unit for the longer of either (a) 100 days from the delivery date, or (b) the remaining duration of the original Hardware Warranty period.
4.3 Returns. To request a return under the Hardware Warranty, the Customer must notify Alocity or the Partner within the applicable warranty period. If Alocity approves the return request, the Customer will be issued a Return Materials Authorization ("RMA") and prepaid shipping label via email. The RMA will contain comprehensive information regarding the return process, including the specific Hardware unit(s) that are authorized for return, the address to which the Hardware unit(s) must be returned, and the timeframe within which the Hardware unit(s) must be returned.The Customer must include the RMA and the prepaid shipping label with their return shipment to Alocity and return the Hardware unit(s) identified in the RMA with all included accessories within the specified timeframe. The Customer shall bear the cost of shipping and insurance for the return shipment unless otherwise agreed upon in writing by Alocity. Alocity will not be responsible for any loss or damage to the returned Hardware unit(s) during shipping. Alocity reserves the right to reject any returned Hardware unit(s) that are not accompanied by a valid RMA or that do not meet the terms of the Hardware Warranty or any additional return policies that Alocity may establish from time to time.
5.1 Purpose. Alocity shall collect and use biometric data, specifically the user's face, for the sole purpose of access control. The biometric data shall be used in conjunction with Alocity's access control system and hardware, and shall not be used for any other purpose, nor disclosed to any third party without the user's explicit consent.
5.2 Biometric Information Privacy. Each Party expressly acknowledges and agrees that information processed in connection with this Agreement may include or constitute biometric information, as defined by applicable law “Biometric Information”). Each Party will process Biometric Information in compliance with applicable state and federal data protection laws and each Party’s applicable privacy policies. Customer will obtain or cause to be obtained the prior, affirmative, written consent required under applicable law (“Written Consent''), from each individual as necessary to allow for the performance of the Software and/or Services, and Customer shall provide to Alocity, upon Alocity reasonable written request, evidence of such Written Consents. Notwithstanding any other provision of this Agreement, neither Party will (i) use or disclose Biometric Information except in accordance with this Agreement, their respective applicable privacy policies, and the applicable data protection laws, and such use or disclosure will be solely as needed for the permitted uses and for no other purposes, unless the Parties otherwise agree in writing; or (ii) retain personal information longer than needed for the permitted uses or as required by applicable law. Customer acknowledges and understands that the regulatory landscape surrounding the collection of Biometric Information through new technologies is constantly changing, and Customer shall comply with any such changes in the law to the extent they apply to Customer’s obligations under the Agreement. Customer will reimburse Alocity for any reasonable expenses Alocity incurs in notifying individuals of a breach or violation of applicable law by Customer, or its subcontractors or agents, (not including Alocity), including reasonable expenses Alocity incurs in mitigating harm to those individuals. Customer also will defend, hold harmless and indemnify Alocity and its employees, agents, officers, directors, shareholders, members, contractors, parents, and subsidiary and affiliate entities, from and against any claims, losses, damages, liabilities, costs, expenses, penalties or obligations (including attorneys’ fees), which Alocity may incur due to a breach or violation of applicable law caused by Customer, or its subcontractors or agents (not including Alocity).
5.3 Data retention. Alocity shall promptly delete any biometric data related to a user from its systems and storage devices once the user is deleted from the Alocity software. Alocity shall ensure that the biometric data is deleted securely and irretrievably, such that it cannot be reconstructed or restored. Alocity shall not retain any copies of the biometric data, nor disclose it to any third party, except as required by law.
5.4 Data security. The Customer shall implement reasonable and appropriate technical and organizational measures to protect biometric data against unauthorized access, use, disclosure, alteration, or destruction. These measures shall include, but not be limited to, data encryption, access controls, and security monitoring.
5.5 Transparency. The Customer shall provide clear and conspicuous notice to individuals regarding the collection, use, and storage of their biometric data, including the specific purpose for which the data is being collected and the length of time it will be retained.
5.6 Prohibition on sale or disclosure. Alocity or the Customer shall not sell, lease, trade, or otherwise profit from an individual's biometric data, nor shall it disclose the data to any third party without obtaining the individual's informed, written consent.
By providing your phone number and opting in, you consent to receive text messages (SMS and MMS) from Alocity. These messages may include account notifications, alarm notification, critical system alerts, and other relevant information regarding our services.
6.1 Consent to Receive Text Messages. By opting in, you agree to the following terms:
1. You understand that text messages may be sent using an automatic telephone dialing system or other technology.
2. You confirm that you are the owner or authorized user of the mobile phone number provided.
3. You understand that consent to receive text messages is not a condition of purchasing any goods or services.
6.2 Message Frequency. You may receive up to 200 messages per week.
6.3 Message and Data Rates. Message and data rates may apply. Check with your mobile service provider for more details.
6.4 How to Opt-Out. To stop receiving text messages, you can reply STOP to any message you receive. You will receive one final confirmation message stating that you have been unsubscribed. After this, you will no longer receive text messages from Alocity.
6.5 Help and Support. For support or assistance, contact our customer service at 954-893-2693 or email us at support@alocity.com.
6.6 Privacy Policy. Your privacy is important to us. Please review our Privacy Policy at:
www.alocity.com/privacy-policy to understand how we collect, use, and protect your information.
6.7 Acknowledgment. By opting in, you acknowledge that you have read, understood, and agree to the terms of this Opt-In Clause.
If you have any questions or concerns about this agreement, please contact us at:
1. The email address we provide you after you submit a request through our Services; or
2. Our mailing address: 3141 Commerce Pkwy, Miramar, FL 33025
Version 2.0. 05/01/24