Last Updated: March 15, 2019This Alchemy Service Level Agreement (“Service Level Agreement”) outlines the service level performance targets applicable to the Alchemy Cloud Services. For the avoidance of doubt, this Service Level Agreement does not apply to Beta Versions. This Service Level Agreement is subject to the Terms of Service and all defined terms used herein shall have the meaning accorded to such terms in the Terms unless otherwise defined herein.1. Definitions
1.1 “Downtime” means that the Alchemy Cloud Services are offline and unavailable for the Customer’s use. Downtime excludes downtime and unavailability resulting directly or indirectly from any Service Level Exclusion.
1.2 “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in the calendar month. The applicable formula is:
Monthly Uptime Percentage =(Total Minutes in Month) – (Total Minutes of Downtime) / (Total Minutes In Month))X100
For any partial calendar month during which the applicable Customer has access to the Alchemy Cloud Services, the Monthly Uptime Percentage shall be calculated based on the entire calendar month, not just the portion for which the Customer has access to the Alchemy Cloud Services. The determination of whether the Alchemy Cloud Services is available will be made in good faith by Alchemy based on monitoring performed by Alchemy.
1.3 “Service Level Credit” means the credit provided by Alchemy in accordance with Section 2 (Subscription Service Availability and Credits) below.
1.4 “Service Level Exclusions” Downtime does not include unavailability, suspension or termination of the Alchemy Cloud Services that result from: (a) termination or suspension of the Alchemy Cloud Services described in Section 10.4 (Suspension of Services) of the Terms of Service; (b) factors outside of Alchemy’s reasonable control, including force majeure events, denial of service attacks, or Internet access or related problems beyond the demarcation point of Alchemy and its third-party hosting providers; (c) any actions or inactions of Customer or any third party; (d) Customer infrastructure, equipment, software or other technology and/or third party equipment, software or other technology or Customer’s use of the Alchemy Cloud Services in a manner inconsistent with the Documentation; (e) any scheduled or emergency maintenance of the Alchemy Cloud Services; (f) Alchemy’s suspension and termination of a Customer’s right to use the Alchemy Cloud Services in accordance with the Agreement; or (g) license restrictions or other limitations as set forth in each Order Form.
2. Subscription Service Availability and Credits
2.1 Service Levels. Alchemy will use commercially reasonable efforts to make the Alchemy Cloud Services available with a Monthly Uptime Percentage of at least 99.5% during any calendar month (the “Availability Service Level”). In the event Alchemy does not meet the Standard Availability Service Level (a “Service Level Failure”), Customer will be eligible to receive a Service Level Credit as described below.
Last Updated: March 15, 2019Please note that our Professional Services Terms were updated on March 15, 2019, and that the updated terms will apply to your purchase of Alchemy Cloud, Inc. (“Alchemy”) professional services made after March 15, 2019.These Professional Services Terms, together with the Terms of Service any applicable Order Form(s) and applicable Supplemental Terms (collectively, the “Agreement”) constitute a binding agreement between Alchemy and Customer (each, a “Party”) under which Alchemy provides Customer Professional Services. Customer accepts and agrees to be bound by these Professional Services Terms by executing an Order Form and/or Statement of Work that references these Professional Services Terms or by receiving the Professional Services.1. PROFESSIONAL SERVICES
1.1 Professional Services. Subject to the terms and conditions set forth in these Professional Services Terms, Alchemy will use commercially reasonable efforts to perform the services set forth in all Order Forms and Statements of Work (as defined below) subsequently executed by the parties (the “Professional Services” ). Each Order Form and Statement of Work shall incorporate by reference these Professional Services Terms. Alchemy will perform the Professional Services in a professional and workmanlike manner in accordance with professional industry standards of quality and integrity. As Customer’s sole remedy and Alchemy’s sole liability for any breach of the foregoing warranty, Alchemy will reperform any nonconforming Professional Services without charge. Other than the applicable fees set forth in the Order Form and/or Statement of Work, as applicable, and any applicable Change Order or amendment to the Order Form and/or Statement of Work, as applicable, no additional cost or expense shall be required of Customer in order for Alchemy to be able to provide the Professional Services as required under the Order Form and/or Statement of Work, as applicable.
1.2 Issuance of Statements of Work. Customer may request and propose in writing that Alchemy perform certain Professional Services, and one or both parties, as determined by Alchemy, in its sole discretion, will prepare either (a) an Order Form or (b) a draft work statement in response thereto (each, a “Statement of Work” ). All Order Forms and Statements of Work for Professional Services will reference these Professional Services Terms and will set forth: (i) the scope of the Professional Services, and to the extent possible, the applicable deliverables to be provided by Alchemy thereunder; (ii) any applicable timeline and (iii) the applicable fees payable by Customer to Alchemy for the Professional Services to be provided by Alchemy thereunder. No Order Form or Statements of Work, regardless of whether it relates to the same subject matter as any previously executed Order Forms or Statements of Work, will become effective, and Alchemy will have no obligation to perform any Professional Services proposed thereunder until executed by authorized representatives of both parties.
1.3 Change Orders. Customer may at any time request a modification to the Professional Services to be performed pursuant to any particular Order Form or Statement of Work by delivering a written request to Alchemy signed by a Customer representative, specifying the desired modifications (a “Change Request” ). Alchemy will, within a reasonable time following receipt of a signed Change Request, submit to Customer a written: (i) detailed description of the requested modifications agreed to by Alchemy; (ii) estimate of the fees for the requested modifications agreed to by Alchemy; and (iii) revised estimate of the time for performance of the Professional Services pursuant to the Order Form or Statements of Work (collectively, a "Change Order" ). No Change Order will become effective, and Alchemy will have no obligation to perform the Professional Services as modified by the Change Order, until executed by authorized representatives of both parties.
1.4 Delays. If either party is aware or becomes aware, of a delay that will prevent Alchemy from meeting any scheduled milestone, such party will promptly inform the other in writing of the delay and the reason, therefore. If such delay is caused by Customer, the project schedule will automatically be deemed extended for the applicable service or deliverable and all subsequent services or deliverables, if and to the extent necessitated by the original delay. If such delay is caused by Alchemy, Alchemy will use proactive and reasonable efforts to complete the delayed service or deliverable.
2.1 Suitability. Alchemy will assign employees and consultants with qualifications suitable for the work described in the relevant Order Form or Statement of Work, as applicable. Alchemy may replace or change employees and consultants in its sole discretion with other suitably qualified employees or consultants. Should Customer be reasonably dissatisfied with the performance of an Alchemy employee or consultant, Customer may request the replacement of that person; provided, however, before Alchemy shall be required to remove such individual, Alchemy shall have a reasonable opportunity to remedy such situation to the reasonable satisfaction with the Customer.
2.2 Customer Responsibilities. Customer will make available in a timely manner, at no charge to Alchemy, all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources required by Alchemy, as well as all office space, services and equipment (such as copiers and broadband Internet access) as Alchemy reasonably requires to perform the Professional Services. Customer will be responsible for and assumes the risk of, any problems resulting from the content, accuracy, completeness, consistency, facilitation, or provision thereof to Alchemy by Customer.
2.3 Configuration Information. Customer will name a subject matter expert and business owner for every team and the Customer’s SMEs will provide to Alchemy, per a mutually agreed to timeline, the information required for Alchemy to perform the Professional Services and deploy the Alchemy Cloud Services. This information will include but not be limited to processes to be digitized, the workflows of these processes including the logic to get from step to step, forms to be digitized, tests to be digitized, data to be captured. Additionally, the Customer’s business owner will provide the names and emails of all users, access rights and permissions for each user and for each team and such other information reasonably required by Alchemy to configure and deploy the Alchemy Cloud Services.
3. FEES AND PAYMENTS. In consideration of the Professional Services, Customer will pay, and Alchemy will be compensated at, the rates outlined in the applicable Order Form or Statement of Work. If mutually agreed and provided for in the applicable SOW, Customer will also reimburse Alchemy for: (i) all reasonable travel and living expenses incurred by Alchemy’s employees and contractors for travel from Alchemy’s offices; and (ii) any other expenses agreed to as part of the applicable Order Form or Statement of Work. Except as provided above, each party will be responsible for its own expenses incurred in rendering performance under each Order Form and Statement of Work, including without limitation the cost of infrastructure, facilities, workspace, computers and computer time, development tools and platforms, utility management, personnel, supplies and the like.4. TERMINATION
4.1 Unless otherwise stated in the applicable Order Form or Statement of Work or Change Order, each term thereof will last until performance thereunder is completed. Upon such termination: (i) Alchemy will wind up and preserve their work in a commercially reasonable manner; (ii) subject to Customer’s payment of all fees due and payable for Professional Services, Alchemy will collect and deliver all work in progress, provided that Alchemy will have no obligation to transfer to Customer, unless otherwise expressly agreed to in writing by the parties, any Confidential Information or Intellectual Property Rights of Alchemy related to the Professional Services provided hereunder; and (iii) Alchemy will inform Customer of the extent to which performance hereunder has been completed through the date of termination. Customer will pay Alchemy all amounts due and payable for Professional Services performed through the date of termination.gn employees and consultants with qualifications suitable for the work described in the relevant Order Form or Statement of Work, as applicable. Alchemy may replace or change employees and consultants in its sole discretion with other suitably qualified employees or consultants. Should Customer be reasonably dissatisfied with the performance of an Alchemy employee or consultant, Customer may request the replacement of that person; provided, however, before Alchemy shall be required to remove such individual, Alchemy shall have a reasonable opportunity to remedy such situation to the reasonable satisfaction with the Customer.
4.2 Survival. The provisions of Sections 3 through 5 will survive the expiration or termination of an Order Form or Statement of Work for Professional Services.
5. PROPRIETARY RIGHTS
5.1 Work Product. The term “Work Product” means any original software, documentation, reports, designs, specifications, works of authorship and data that are created by Alchemy personnel in the course of Alchemy’s performance of the Professional Services, including original computer software, algorithms and related documentation created under and to be delivered pursuant to an Order Form or Statement of Work. Unless otherwise set forth in a Statement of Work, all Work Product, and all Intellectual Property Rights in the Work Product, will be owned by Alchemy. Subject to Customer’s payment of all applicable fees for the Professional Services, Alchemy grants Customer a royalty-free, non-exclusive, nontransferable, revocable, limited license for the Term of the Agreement to use the Work Product solely with the Alchemy Cloud Services.
Use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Alchemy Property, for any purpose other than that for which the Alchemy Property is being provided to you and subject to any applicable licenses;
Use the materials made available through the Site for any purpose other than for use with the Alchemy Cloud Services governed by the Terms of Service;
Conduct or promote any illegal activities while using the Site;
Attempt to reverse engineer or jeopardize the correct functioning of the Alchemy Property, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Alchemy Property;
Attempt to gain access to secured portions of the Site to which you do not possess access rights;
Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Site to stalk, harass or harm another individual; use any high volume automatic, electronic or manual process to access, search or harvest information from the Site (including without limitation, robots, spiders or scripts);
Interfere in any way with the proper functioning of the Site or interfere with or disrupt any servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
Use any robot, spider, other automatic device, or manual process to extract, "screen scrape", "monitor", "mine", or copy any static or dynamic web page on the Site, or any content contained on any such web page for commercial use without our prior express written permission;
Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
Mirror or frame the Site or any content made available through the Site, place pop-up windows over its pages, or otherwise affect the display of the Site pages.
5. MODIFICATIONS; TERMINATION. We reserve the right to modify the Site from time to time, including without limitation modifying the information, materials, software development kits and software code made available through the Site, if any. If you object to any such changes, your sole recourse will be to cease access to the Site. Continued access to the Site following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site at any time, for any reason. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY MODIFICATIONS TO THE SITE OR FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE.6. THIRD PARTY SERVICES, CONTENT AND OTHER WEBSITES. Content, software or services provided by third parties may be made available to you through the Site. Your use of any third party content, software or services is governed by the terms of the applicable provider, not these Terms. By accessing third party content, software or services, you agree to comply with the applicable terms and acknowledge, that you, and not Alchemy, are party to such terms. In addition, the Site may contain links to websites, content and services not operated by us. Your use of such websites, content and services is subject solely to the terms of the agreements between you and such third party.In all cases, Alchemy is not responsible for the accuracy, legality, currency, suitability or quality of services, content, products, materials, or practices (including privacy practices) of such third parties. We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH THE WEBSITES, CONTENT, MATERIALS OR PRACTICES OF ANY THIRD PARTY.7. DISCLAIMER OF WARRANTIES. THIS SITE AND ALL CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ARE PROVIDED BY ALCHEMY "WITH ALL FAULTS" AND ON AN "AS IS" AND "AS AVAILABLE"; BASIS. We make no representation as to the completeness, accuracy, legality, reliability, operability, or availability of any information on this Site, and we undertake no obligation to update or revise the information contained on this Site, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Site before relying upon it.ACCORDINGLY, ALCHEMY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF THIS SITE OR OUR CONTENT INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THIS SITE, AND WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. We make no warranty that the Site will meet your requirements, or that the Site will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Site, or that defects in the Site will be corrected.ALCHEMY DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. ALCHEMY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES, MALICIOUS CODE OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the use of or download of any material, software code and/or content from the Site. No advice or information, whether oral or written, obtained by you from us through the Site or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.8. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE SITE, HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES THROUGH ANY LINKS PROVIDED IN THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SITE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER WEBSITES LINKED TO OUR SITE. YOU SPECIFICALLY ACKNOWLEDGE THAT ALCHEMY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, INFRINGING, HARMFUL, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, ALCHEMY WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED OR THROUGH THE SERVICES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.9. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Alchemy, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all claims, suits, proceedings, investigations, allegations, demands, damages, costs, expenses, amounts agreed to in settlement, losses and any and all other liabilities (including reasonable attorneys’ fees and court costs) arising out of or resulting from: (i) your use of the Site and your use of any information, materials, software development kits, or software downloaded or obtained from the Site; (ii) a violation of these Terms; (iii) a violation of any rights of any other person or entity; (iv) your registration; or (v) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you.10. GOVERNING LAW; ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER; FORUM SELECTION CLAUSE.These Terms and the relationship between you and Alchemy shall be governed by the laws of the State of California, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of California for the adjudication of any and all claims arising out of your use of the Site and your relationship with Alchemy, and you waive any objection thereto.Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Alchemy or Alchemy’s employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (" AAA"). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively " Rules and Procedures"). You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.You and Alchemy must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR ALCHEMY MUST BE BROUGHT IN THE PARTIE’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Alchemy will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) Alchemy also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.Notwithstanding the foregoing, either you or Alchemy may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in San Francisco, CA. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco, CA in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco, CA for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate. With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor Alchemy will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in San Francisco, CA. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.11. ELECTRONIC COMMUNICATIONS. You consent to our giving you Communications (defined below) electronically. This Section 11 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive Communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-savable rights. You may also receive a copy of these Terms by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.12. GENERAL TERMS. You are responsible for compliance with all applicable laws. These Terms are personal to you, and you may not transfer, assign or delegate your rights and/or duties under these Terms to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms, shown in boldface type, are included only to help make these Terms easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersede all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision of the Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. Where Alchemy has provided you with a translation of the English language version of the Terms, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions will govern.13. CONTACTING US; NOTICE; VIOLATIONS. If you have any questions or concerns about our Site, your registration, or anything else, please click on the Contact Us page on the Site, or send an e-mail to firstname.lastname@example.org. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to email@example.com or as otherwise expressly provided. Please report any violations of these Terms to firstname.lastname@example.org.
Publicly available information from government records.
Deidentified, aggregated or anonymized data (not capable of being associated with or linked to you).
Information relating to our job applicants, employees, contractors and other personnel, which is not governed by these CA Disclosures.
Information excluded from the CCPA's scope, such as: (i) Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data; (ii) Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver's Privacy Protection Act of 1994.
Identifiers, such as name, address, email address, account information or other similar identifiers. These are collected directly from you, our business partners and affiliates, your browser or device and third parties you direct to share information with us.
California Customer Records (Cal. Civ. Code § 1798.80(e)), such as financial information. These are collected directly from you, our business partners and affiliates and third parties you direct to share information with us.
Commercial Information, such as information about products or services purchased or considered and your use of our Website and Alchemy Cloud Services. These are collected directly from you, and third parties you direct to share information with us.
Internet/Network Information, such as log data and analytics data (including your usage and activity on our website). These are collected from your browser or device.
Geolocation Data, such as your general geographic location. These are collected from your browser or device.
Sensory Information, such as audio recordings (i.e. if you use Zoom) of phone calls you have with us or photographs and video footage you choose to provide or we otherwise record as permitted by law. These are collected directly from you.
Professional/Employment Information, such as current occupation, job title, company/employer, industry and employment history. These are collected directly from you, your employer if they have subscribed for Alchemy Cloud Services and third parties you direct to share information with us.
Other Personal Information, such as messages or requests you provide to us directly or through a third-party service, such as social media. These are collected directly from you, our business partners and affiliates, and third parties you direct to share information with us.
Inferences, including information generated from your use of our Website or Alchemy Cloud Services reflecting your preferences. These are collected from your browser device, and from information generated or derived from the personal information described above.
The specific pieces of personal information we have collected about you;
The categories of personal information we have collected about you;
The categories of sources of the personal information we have collected about you;
The categories of personal information that we have disclosed about you to third parties for a business purpose, and the categories of recipients to whom this information was disclosed;
The categories of personal information we have sold about you (if any), and the categories of third parties to whom this information was sold; and
The business or commercial purposes for collecting or, if applicable, selling personal information about you.
A description of the copyrighted work that you claim has been infringed.
A description specifying the location of the material that you claim is infringing, including at a minimum, the URL of the link or the exact location where such the material that you claim is infringing (or the subject of infringing activity) may be found.
Your name, company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law as follows:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as fair use).”
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf as follows:
“I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Your physical or electronic signature.
Submit your notice to Alchemy’s Copyright Agent by mail or e-mail at:By Mail: Copyright Agent Alchemy Cloud, Inc.2443 Fillmore Street; Suite #430 San Francisco, CA 94115By E-Mail: email@example.comCounter-Notice of Copyright InfringementIf you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may provide a written communication to Alchemy’s Copyright Agent which contains:
A description of the material removed or to which access has been disabled.
A statement by you, made under penalty of perjury, that you have a good faith belief that the removal or disablement of the material was a mistake or that the material was misidentified as follows:
“I hereby state that the information in this notice is accurate and, under penalty of perjury, that the removal or disablement of the material was a mistake or that the material was misidentified.”
A statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in San Francisco, California, if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.
4. How We Collect Information4.1 We collect your information in the following ways on our Site:
4.1.1 Third-party Services. We may collect anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites using log files, when you visit our Site There is also information about your computer hardware and software that is automatically collected by analytics providers. This information may include, but is not limited to, your computer’s Internet Protocol address, browser type, the web page you were visiting before you came to our site, information you search for, domain names, access times and referring website addresses. We may also collect information about the fact that you use certain features and functionality and your responses to our surveys and research initiatives. This information is used by us for the operation of our Site, to maintain quality of our Site, and to provide general statistics regarding use of the Site. For these purposes, we do link this automatically- collected data to Personal Information such as name, email address, address, and phone number.
4.1.2 Cookies. Like most websites, we use "cookies" and web log files to collect information to track site usage and trends, to improve our service, and to deliver a customized experience when you visit our Site. A cookie is a small data file that is placed on your computer, mobile phone or other device by a web server and enables us to recognize you when you return to our site or log into our service. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time – for example, when you return to the same website, the information you previously provided can be retrieved, so you can easily use the features that you customized. We may use "persistent cookies" to save your registration ID and login password for future logins to the Site. We may also use "session ID cookies", which expire after a short period of time or when you close your browser. Session ID cookies are used to identify a particular visit and are used to enable certain features of the Site, to better understand how you interact with the Site, and to monitor aggregate usage and web traffic routing on the Site. We set a cookie and use local storage in your browser that contains information that we use to identify you for the functional site features described below with respect to our current third party vendors. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Websites. We keep track of the pages you visit on the Site, in order to determine what parts of our Site are the most popular. This data is used to deliver customized content on the Site to visitors whose behavior indicates that they are interested in a particular subject area.
4.1.4. Service Providers. We monitor the activity on our Site using common software tools and third party service providers. We collect and track information on use of the Site including referral sources, search terms, network information, IP addresses, computer and browser types, and content viewed. Unless combined with Personal Information, this other data does not personally identify any visitors of the Site. We may also use third party service providers to collect and track statistical information regarding Site activity, and to prevent our servers from being abused.
5. How We Use Personal Information
5.1 Collected from the Site.We may use the information you provide to (i) provide our Site to you and administer your use of our Site, (ii) to communicate with you and fulfill requests you may make, (iii) to provide you with information and announcements with respect to our Company, and (iv) to provide you with further information and offers from us that we believe you may find useful or interesting, including newsletters, marketing or promotional materials and other information on services and products offered by us.We may also use the information provided by you or obtained through your use of our Site or third-party services to improve our Site, customize your user experience, and to better understand your needs and interests. We use information we obtain by technical means for the above purposes as well as to monitor, measure and analyze use of the Site, to generate and derive useful data and information concerning the interests, characteristics and Site behavior of users and to verify that visitors to the Site meet the criteria required to process their requests.We may use your contact information to tell you about our products we think might interest you. If you decide at any time that you no longer wish to receive any such communications, please send an email to firstname.lastname@example.org to unsubscribe.However, your contact preferences only apply to marketing contacts. If you are also a User of Alchemy Cloud Services, we will still use your contact information as described below.
5.2 Collected from Alchemy Cloud Services.We may use your Personal Information to communicate with you through email, phone and/or text messages, notifications posted in the Alchemy Cloud Services, or on your account to provide you with customer support, notify you of product enhancements, and provide incremental training.We may also use the information provided by you or obtained through your use of Alchemy Cloud Services to improve Alchemy Cloud Services, its features and content, to customize your user experience, and to better understand your needs and interests. We use information we obtain by technical means for the above purposes as well as to monitor, measure and analyze use of Alchemy Cloud Services, to generate and derive useful data and information concerning the interests, characteristics and Alchemy Cloud Services use behavior of our Users.
To review the user information that you have supplied to us
To request that we correct any errors, outdated information, or omissions in user information that you have supplied to us
To request that your user information not be used to contact you
To request that your user information be removed from any solicitation list that we use
To request that your user information be deleted from our records
To otherwise opt out of receiving solicitations
To exercise any of these rights, please contact us at email@example.com or by sending us postal mail to:2443 Fillmore Street, Suite #430, San Francisco, CA 94115We will promptly change, correct, or delete your information.To Unsubscribe From Our Communications. You may unsubscribe from our marketing communications by clicking on the "unsubscribe" link at the bottom of mass emails or by sending us email us at firstname.lastname@example.org or by sending us postal mail to:2443 Fillmore Street, Suite #430, San Francisco, CA 94115How You Can Opt Out of Web Tracking. There are several ways to opt out of web tracking:Most browsers allow you to block third-party cookies or prevent cross-domain tracking. This will limit the cookies that can be set by third-party scripts. This will not completely eliminate tracking by some third-party services though as they may use first-party cookies.Most browsers also allow you ask not to be tracked (it sends the "Do Not Track" request header). If you have enabled this feature, we will not track the pages you visit in a way that enables us to connect them to your personal information. Your page views may still be collected anonymously though. Many of the third-party services we use for collecting anonymous data also respect the Do Not Track setting.Third Party Vendors for our Site. Some of the vendors we use for our Site that may collect Personal Information on our behalf are as follows:
LinkedIn Insights: We use LinkedIn to monitor campaign performance and track cross-platform visitors between the Alchemy website and LinkedIn. Read LinkedIn’s policy here: https://www.linkedin.com/legal/privacy-policy
ZoomInfo: We use ZoomInfo to enrich visitor data and monitor visitor engagement on a domain name level. Read ZoomInfo’s Privacy Center here: https://www.zoominfo.com/about-zoominfo/privacy-center