ALPIDE ERP — TERMS & CONDITIONS

1. Acceptance of Terms

These Terms & Conditions (“Terms”) govern access to and use of Alpide ERP and related services provided by Alpide Technologies LLC (“Alpide,” “we,” “us,” or “our”). By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization.

2. Description of Services

Alpide provides a cloud-based business software platform that may include ERP, CRM, manufacturing/MRP, warehouse management, commerce, workforce, financial, reporting, analytics, and related functionality. Specific features, implementation services, subscription terms, fees, and service levels may be described in an order form or other written agreement.

3. Eligibility and Accounts

You must be legally capable of entering into a binding agreement. Customers are responsible for maintaining accurate account information and safeguarding account credentials. Customers are responsible for activities conducted through their accounts and must promptly notify Alpide of suspected unauthorized access.

4. Subscription, Fees, and Payment

Subscription fees, implementation fees, usage fees, and other charges are specified in the applicable order form or agreement. Unless otherwise agreed in writing, fees are non-refundable except where required by applicable law. Alpide may suspend Services for material non-payment after reasonable notice.

5. License and Use Rights

Subject to these Terms and payment of applicable fees, Alpide grants the customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term for the customer's internal business purposes.

Customers may not reverse engineer, decompile, copy, resell, sublicense, rent, or otherwise exploit the Services except as expressly permitted in writing by Alpide, or use the Services to build a competing product.

6. Customer Data

Customers retain ownership of Customer Data. Customers grant Alpide the limited rights necessary to host, process, transmit, store, secure, support, and otherwise provide the Services.

Alpide may use aggregated or de-identified information that does not reasonably identify a customer or individual to operate analytics, improve services, and develop products.

Alpide will not use identifiable Customer Data to train general-purpose AI models unless expressly authorized in writing by the customer or covered by a separate written agreement.

7. Customer Responsibilities

• Customers are responsible for the legality, accuracy, and integrity of Customer Data.
• Customers must obtain required permissions and notices for information submitted to the Services.
• Customers are responsible for configuring user permissions and access appropriately.
• Customers must comply with laws applicable to their use of the Services.

8. Acceptable Use

Customers may not use the Services to violate applicable law, infringe intellectual-property or privacy rights, transmit malware, gain unauthorized access to systems or data, interfere with service availability, or otherwise misuse the Services.

9. Intellectual Property

Alpide and its licensors retain all rights, title, and interest in the Services, software, technology, documentation, designs, trademarks, and other Alpide intellectual property. Except for the limited rights expressly granted under these Terms, no intellectual-property rights are transferred to the customer.

10. Third-Party Integrations

The Services may integrate with third-party applications, payment providers, shipping services, accounting systems, commerce platforms, or other external services. Third-party services may be subject to separate terms. Alpide is not responsible for the availability, accuracy, security, or practices of third-party services outside Alpide's control.

11. Service Availability and Support

Alpide will use commercially reasonable efforts to maintain the Services. Maintenance, upgrades, emergency work, force majeure events, third-party failures, and circumstances outside Alpide's reasonable control may affect availability. Any specific uptime, support, response-time, or service-credit commitments will apply only if expressly stated in an applicable SLA or order form.

12. Confidentiality

Each party will protect the other party's confidential information using reasonable care and will use such information only for purposes related to the parties' business relationship. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received from another source, or required to be disclosed by law.

13. Warranties and Disclaimers

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis, except for warranties expressly stated in a written agreement. Alpide disclaims implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Alpide's aggregate liability arising out of or relating to these Terms or the Services will not exceed the fees paid or payable by the customer to Alpide for the Services during the twelve (12) months preceding the event giving rise to the claim.

To the maximum extent permitted by law, Alpide will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, or anticipated savings.

15. Indemnification

To the extent permitted by applicable law, the customer agrees to indemnify and hold Alpide and its affiliates, officers, employees, and agents harmless from third-party claims arising from the customer's unlawful use of the Services, violation of these Terms, or infringement of third-party rights through Customer Data or customer-directed use of the Services.

16. Term and Termination

These Terms remain effective during the applicable subscription term and renewals unless terminated in accordance with the applicable agreement. Either party may terminate for a material breach that remains uncured for thirty (30) days after written notice, unless a different period is required by applicable law or agreed in writing.

Upon termination, access to the Services will end according to the applicable agreement. Customer Data export and deletion will be handled in accordance with the applicable agreement and Alpide's operational practices.

17. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in the State of Texas, and the parties consent to the personal jurisdiction and venue of such courts.

Nothing in these Terms limits or excludes rights, protections, or requirements that cannot lawfully be waived under applicable mandatory laws of the jurisdiction in which a customer or individual is located.

18. Export Controls and Compliance

Customers must comply with applicable export-control, sanctions, anti-bribery, and other laws applicable to their use of the Services.

19. Changes to Terms

Alpide may update these Terms from time to time. Material changes may be communicated through the Services, our website, direct notice, or other reasonable means where required. The updated Terms will state their effective date.

20. General Provisions

Force Majeure

Neither party will be liable for delays or failures caused by circumstances beyond its reasonable control.

Assignment

Customers may not assign these Terms without Alpide's prior written consent, except where permitted by law. Alpide may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets.

Entire Agreement

These Terms, together with applicable order forms, statements of work, DPAs, and SLAs, constitute the agreement governing the Services to the extent applicable.

Severability

If any provision is found unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

Notices

Legal and formal notices to Alpide should be sent to hr@alpide.com or to the address specified in the applicable customer agreement.

21. Contact

Alpide Technologies

General and legal inquiries: hr@alpide.com