Aletyx Subscription Terms

Version 1.0. Effective July 31, 2026.

These Subscription Terms (the “Agreement”) are a binding contract between Aletyx, Inc., a Delaware corporation (“Aletyx”), and the person or entity accepting them (“Customer”). By checking the acceptance box at checkout, creating an account, or using the Services, Customer accepts this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.

If Customer has a separately executed agreement with Aletyx covering the same Services, that agreement governs and this Agreement does not apply.

  1. Definitions

“Services” means the Aletyx AI Assistant and any related software, features, and documentation made available by Aletyx under a subscription purchased through Aletyx’s online checkout, as described at aletyx.com/pricing.

“Authorized User” means an individual authorized by Customer to use the Services under Customer’s account.

“Customer Content” means data, prompts, files, decision models, rules, and other materials Customer or its Authorized Users submit to the Services.

“Output” means results generated by the Services in response to Customer Content.

“Subscription Term” means any free trial period, the initial monthly billing period, and each successive monthly renewal period under Section 3.2, beginning on Customer’s acceptance.

  1. The Services

2.1 Access. Subject to this Agreement and payment of applicable fees, Aletyx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer’s internal business purposes.

2.2 Single Entity. The subscription covers Customer as a single legal entity. Affiliates, subsidiaries, and other entities require their own subscription or a separately negotiated agreement.

2.3 Changes to the Services. Aletyx may modify the Services, provided the modification does not materially reduce the core functionality of the subscription tier Customer purchased during a paid Subscription Term.

2.4 Open Source Components. The Services may include or interoperate with open source software, including Apache KIE components. Open source software is provided under its own license terms, which govern Customer’s use of those components. Nothing in this Agreement limits rights granted, or grants rights beyond those provided, under applicable open source licenses.

  1. Fees, Billing, and Renewal

3.1 Fees. Customer shall pay the subscription fees for the tier selected at checkout. Fees are stated exclusive of taxes; Customer is responsible for all applicable taxes other than taxes on Aletyx’s income.

3.2 Automatic Renewal. The subscription renews automatically each month at the then-current monthly rate, and Aletyx will charge the payment method on file until Customer cancels. Aletyx will provide at least thirty (30) days’ notice before any price increase takes effect at renewal.

3.3 Cancellation. Customer may cancel at any time through Customer’s account settings or by emailing [email protected]. Cancellation takes effect at the end of the current monthly billing period. Except as expressly stated in this Agreement, fees are non-refundable.

3.4 Free Trials. If the subscription begins with a free trial, Aletyx will charge the payment method on file when the trial ends unless Customer cancels before the trial ends.

3.5 Non-Payment. Aletyx may suspend access to the Services if any amount is more than ten (10) days overdue, after notice of non-payment.

  1. Acceptable Use

4.1 General Restrictions. Customer shall not, and shall not permit any Authorized User or third party acting on Customer’s behalf to: (a) resell, sublicense, or provide the Services to third parties as a service bureau or hosted offering; (b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by applicable law; (c) copy, modify, or create derivative works of the Services; (d) use the Services to build a competing product; (e) share account credentials outside Customer’s organization or exceed the usage limits of the purchased tier; or (f) use the Services in violation of applicable law or the rights of any third party.

4.2 AI Acceptable Use. Customer shall not, and shall not permit any Authorized User or third party acting on Customer’s behalf to:

(a) circumvent, disable, degrade, or interfere with any security measure, safety mechanism, content filter, rate limit, or usage control within the Services;

(b) engage in prompt injection, jailbreaking, adversarial prompting, indirect injection through submitted content or connected data sources, or any other technique intended to cause any AI component of the Services to operate outside its documented functionality or contrary to its configured instructions;

(c) attempt to discover, extract, reconstruct, or reproduce system prompts, hidden instructions, model weights or configurations, guardrail logic, training data, or any other non-public implementation detail of the Services;

(d) input, upload, or transmit any content designed to manipulate, mislead, or alter the behavior of any AI component of the Services, whether directly through prompts or indirectly through documents, data, metadata, or external content the Services are directed to process;

(e) conduct automated probing, scanning, scraping, load testing, benchmarking, or vulnerability testing of the Services without Aletyx’s prior written authorization under Section 4.4; or

(f) use the Services in a manner intended to degrade performance for other customers, evade usage limits or fees, or compromise the security, integrity, or availability of the Services or Aletyx infrastructure.

4.3 Responsibility for Users and Inputs. Customer is responsible for all activity under its account and for all Customer Content submitted through its account, whether submitted by Customer, an Authorized User, or an automated process Customer has configured. A violation of this Section 4 by any Authorized User or any system acting under Customer’s credentials is a violation by Customer.

4.4 Security Testing. Penetration testing, red teaming, vulnerability assessment, benchmarking, or any evaluation intended to identify security weaknesses in the Services may be performed only with Aletyx’s prior written authorization, which Aletyx may condition on scope, timing, methodology, and disclosure restrictions. Testing conducted without such authorization violates this Section 4 regardless of intent.

4.5 No Obligation to Monitor. Aletyx has no obligation to monitor Customer’s use of the Services but may review usage records, logs, and Customer Content to the extent reasonably necessary to investigate suspected violations of this Section 4, verify compliance, or protect the security and integrity of the Services.

4.6 Personal Data. The Services are not designed or intended for the processing of personal data, and Customer shall not submit personal data to the Services other than the business contact information of Customer’s Authorized Users. Without limiting the foregoing, Customer shall not submit protected health information, payment-card data, financial-account credentials, government identification numbers, biometric data, special-category personal data, or personal data of individuals under the age of sixteen (16). Customer is solely responsible for any personal data it submits in violation of this Section, including for providing all required notices and obtaining all rights and consents. Aletyx has no obligation to identify, monitor for, or specially handle personal data submitted in violation of this Section. If Customer requires processing of personal data as part of the Services, Customer must contact Aletyx in advance, and any such processing requires Aletyx’s written agreement and execution of a data processing addendum.

4.7 Export Controls. Customer shall comply with all applicable export and import laws and regulations in its use of the Services. Customer shall not use the Services in, or export or re-export the Services to, any U.S. embargoed destination, for any prohibited end use, or for the benefit of anyone on a U.S. government restricted-persons list, and shall not use the Services for any activity subject to the International Traffic in Arms Regulations. Aletyx may terminate this Agreement without liability if Customer breaches, or Aletyx believes Customer has breached, this Section or if Aletyx is prohibited by law or otherwise restricted from providing the Services.

  1. Suspension

5.1 Immediate Suspension. Aletyx may immediately suspend Customer’s access to all or part of the Services, without prior notice, if Aletyx reasonably believes that (a) Customer or any Authorized User has violated Section 4, (b) Customer’s account or credentials have been compromised, or (c) continued access presents a security, operational, or legal risk to Aletyx, the Services, or any other customer.

5.2 Notice and Restoration. Aletyx will notify Customer of a suspension within two (2) business days, describing the basis in reasonable detail to the extent doing so does not compromise Aletyx’s security. Aletyx will restore access promptly after Aletyx reasonably determines the conduct has ceased and the risk has been remediated.

5.3 Effect. Suspension does not relieve Customer of payment obligations accruing during the suspension where the suspension results from Customer’s violation of Section 4. Aletyx is not liable for damages arising from a suspension imposed in accordance with this Section 5.

  1. Customer Content and Output

6.1 Ownership. Customer retains all rights in Customer Content. Aletyx claims no ownership of Output; as between the parties and to the extent permitted by law, Aletyx assigns to Customer its rights, if any, in Output.

6.2 License to Aletyx. Customer grants Aletyx a non-exclusive license to host, store, process, transmit, and display Customer Content solely to provide, support, secure, and improve the Services, to comply with law, and to enforce this Agreement. This limited permission extends to Aletyx’s service providers and subprocessors only as reasonably necessary for those purposes.

6.3 AI Models and Data Use. The Services use third-party AI models accessed through application programming interfaces together with systems developed or operated by Aletyx. Aletyx does not use Customer Content to train or fine-tune model weights and will not authorize or permit third-party model providers to use Customer Content or Output to train or improve their models. Third-party model providers may process Customer Content as necessary to provide Output, subject to their agreements with Aletyx. Aletyx may use anonymized and aggregated usage data that does not identify Customer or any individual to operate, secure, and improve the Services.

6.4 Output Disclaimer. Output is generated by automated systems and may be inaccurate or incomplete. Customer is responsible for reviewing Output before relying on it, particularly for decisions with legal, financial, or regulatory consequences. Output does not constitute professional advice.

6.5 High-Risk Uses. The Services have not been tested in all situations in which they may be used. Aletyx is not liable for results obtained through use of the Services, and Customer is solely responsible for determining appropriate uses and for all results of such use. The Services are not specifically designed, manufactured, or intended for use in (a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities; (b) aircraft control, navigation, or communication systems; (c) weapons systems; (d) life support systems; or (e) other similar hazardous environments.

6.6 No Obligation to Retain; Storage. The Services are a processing service, not a storage service or system of record. Customer is solely responsible for maintaining its own copies of Customer Content and any Output Customer wishes to keep. Aletyx may retain Customer Content and conversation history as reasonably necessary to provide the Services and for the purposes described in Section 6.3, but Aletyx has no obligation to store, retain, back up, or return Customer Content or Output, and may delete or overwrite them at any time in the ordinary operation of the Services. Aletyx may retain Customer Content to the extent reasonably necessary to comply with law, resolve disputes, enforce this Agreement, prevent fraud or abuse, or protect the security of the Services, and may retain information that has been aggregated or de-identified so that it no longer identifies Customer or any individual.

  1. Intellectual Property

Aletyx and its licensors retain all right, title, and interest in the Services, including all software, models, system prompts, methodologies, tools, and improvements, and all intellectual property rights in the foregoing. No rights are granted except as expressly stated in this Agreement. If Customer provides feedback, Aletyx may use it without restriction or obligation.

  1. Confidentiality

Each party shall protect the other party’s non-public information disclosed in connection with this Agreement with at least reasonable care and use it only to perform under this Agreement. This obligation does not apply to information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser’s information, or is rightfully received from a third party. A party may disclose confidential information to the extent required by law, with prompt notice to the other party where legally permitted. These obligations survive for three (3) years after termination, except trade secrets remain protected as long as they qualify as such.

  1. Warranties and Disclaimers

9.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

9.2 Aletyx Warranty. Aletyx warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards. Customer’s exclusive remedy for breach of this warranty is re-performance or, if Aletyx cannot re-perform, a pro rata refund of prepaid fees for the affected period.

9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9.2, THE SERVICES ARE PROVIDED “AS IS” AND ALETYX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. OPEN SOURCE COMPONENTS ARE PROVIDED SOLELY UNDER THEIR OWN LICENSE TERMS WITHOUT WARRANTY FROM ALETYX.

  1. Limitation of Liability

10.1 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Cap. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. The exclusion and cap do not apply to Customer’s violation of Section 4 or Customer’s payment obligations.

10.4 Time Limit for Claims. No claim or action, regardless of form, arising out of or related to this Agreement may be brought by either party more than one (1) year after the party first became aware or reasonably should have been aware of the basis for the claim.

  1. Indemnification

Customer shall defend Aletyx against third-party claims arising from Customer Content, Customer’s submission of personal data in violation of Section 4.6, or Customer’s violation of Section 4, and shall pay resulting damages finally awarded or agreed in settlement. Aletyx must provide prompt notice, sole control of defense to Customer, and reasonable cooperation. Customer shall not settle any claim in a manner that admits liability of, or imposes any obligation on, Aletyx without Aletyx’s prior written consent, and Aletyx may participate in the defense with its own counsel at its own expense.

  1. Term and Termination

12.1 Term. This Agreement begins on acceptance and continues through the Subscription Term, including renewals, until terminated.

12.2 Termination for Breach. Either party may terminate for material breach not cured within thirty (30) days of written notice.

12.3 Termination for AI Acceptable Use Violations. Notwithstanding Section 12.2, Aletyx may terminate this Agreement or Customer’s access to the affected Services immediately upon written notice, without opportunity to cure, if Customer or any Authorized User (a) violates Section 4.2 in a manner that compromises or attempts to compromise the security, confidentiality, integrity, or availability of the Services, or (b) violates Section 4 following a prior suspension or written warning for similar conduct. Upon termination under this Section, Customer is not entitled to any refund of prepaid fees.

12.4 Effect of Termination. Upon termination, Customer’s access to the Services ends and Customer shall pay all amounts accrued. Aletyx has no obligation to retain, provide, or export Customer Content or Output after termination, and may delete them in the ordinary operation of the Services. For a termination under Section 12.3, Aletyx may retain evidence of the violation to the extent reasonably necessary to enforce this Agreement, prevent fraud or abuse, or protect the security of the Services. Sections 4.3, 5.3, 6, 7, 8, 9.3, 10, 11, 12.3, 12.4, and 13 survive.

  1. General

13.1 Amendments. Aletyx may update this Agreement by posting a revised version at aletyx.com/subscription-terms. Aletyx will provide at least thirty (30) days’ notice by email or in-product notice before a material update becomes effective, unless an earlier update is reasonably necessary to comply with law or address an urgent security risk. Continued use after the effective date constitutes acceptance. Updates do not apply to disputes arising before their effective date and do not override a separately executed agreement.

13.2 Governing Law and Venue. This Agreement is governed by the laws of the State of New York without giving effect to any conflicts of laws provision. Any claim, suit, action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts of Wake County, North Carolina, and each party irrevocably submits to the exclusive jurisdiction and venue.

13.3 Assignment. Customer may not assign this Agreement without Aletyx’s consent, except to a successor in a merger or sale of substantially all assets, with notice. Aletyx may assign this Agreement to an affiliate or successor.

13.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including changes in law or third-party license terms affecting open source components, provided the affected party uses reasonable efforts to mitigate.

13.5 Notices. Notices to Aletyx: [email protected]. Notices to Customer: the email on the account. Email notice is effective when sent.

13.6 Entire Agreement. This Agreement, together with documents expressly incorporated by reference, is the entire agreement regarding the Services and supersedes prior discussions. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.