AlpacaX: Your Fluffy Guide to Seamless Server Access

These Terms of Service govern your use of the Alpacon platform and related services provided by AlpacaX Inc. By accessing or using the services, you agree to these Terms. If you do not accept the terms of these Terms of Service at any time, you should not access and/or use the Services.

PURPOSE.

These Terms of Service (these "Terms"), along with our Privacy Policy, Cookies Policy, and Cancellation and Refund Policy incorporated herein (collectively, the "Agreement") constitute a legally binding agreement between you ("User," "you," "your," or "yours") and AlpacaX Inc. ("AlpacaX," "we," "our," or "us") regarding your use of the Alpacon platform and any associated products, services, or features (collectively, the "Services").

The purpose of these Terms is to define the rights, responsibilities, and obligations of both AlpacaX and the User, and to establish the general terms and conditions under which the Services are provided and accessed.

SCOPE.

2.1

These Terms apply to all individuals and entities who access or use the Alpacon platform or the Services, and constitute a legally binding agreement between AlpacaX Inc. ("AlpacaX," "we," or "us") and you.

2.2

Access to or use of the Services, whether a free or paid version, is conditioned upon your acceptance of and compliance with all of these Terms, our Privacy Policy, Cookies Policy, and Cancellation and Refund Policy. If you disagree, you may not use the Services.

2.3

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, you must not use the Services immediately.

DEFINITION.

3.1

"User" means an individual or entity that accesses or uses the Services provided by AlpacaX under these Terms and upon registration.

3.2

"Alpacon" refers to the platform provided by AlpacaX for managing server access, control, and security functions.

3.3

"Paid Services" means any features or services made available by AlpacaX upon payment of a subscription fee.

3.4

"Free Services" refers to any limited features or services provided by AlpacaX to Users at no cost under specific conditions.

3.5

"Plan" means the service tier selected by the User as published on the AlpacaX website, which defines the pricing, scope of service, and usage rights.

3.6

"Workspace" means a virtual environment created to manage operations and services under a specific plan or project.

3.7

"Server" refers to any physical or virtual machine connected to Alpacon by the User, forming the core infrastructure component of the Services.

3.8

"Payment Method" means a valid method for paying service fees, such as a credit card, debit card, or electronic payment service.

3.9

"Data Retention Period" means the duration for which AlpacaX stores command logs, session logs, and other data for security and compliance purposes.

3.10

"Role-Based Access Control (RBAC)" means a permission model in which data access is granted based on the User's role within the Services.

3.11

"Personal Access Token" means a unique authentication token generated for the User to interact with the AlpacaX API securely.

3.12

"Single Sign-On (SSO)" means a mechanism that allows Users to access multiple systems or services using a single set of login credentials.

ACCOUNT AND ACCESS.

4.1

Account Registration and Security.

To access or use the Alpacon platform or the Services, you must register for an account and provide the information as prompted by the account registration form.

4.1.1

You represent that you are at least 13 years old, have the right and authority to enter into Agreement, and are fully able and competent to satisfy these Terms.

4.1.2

You agree to provide accurate, current, and complete information when creating your AlpacaX account. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You further agree to keep your information accurate, current, and complete, and if there are any changes, promptly update and to take reasonable steps to prevent unauthorized access to your account.

4.1.3

AlpacaX is not liable for any loss or damage resulting from unauthorized access, account compromise, or misuse that arises from your failure to safeguard your account credentials.

4.2

License Grant and Restrictions.

4.2.1

Subject to your compliance with these Terms and your service plan, AlpacaX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Alpacon platform solely for your personal or internal business operations.

4.2.2

We reserve the right, but not the obligation, to update, modify, suspend, support, maintain, or discontinue the Alpacon platform and the Services, and keep them available for your access or use.

4.3

Proprietary and IP Rights.

The contents, documents, information, materials, organization, graphics, designs, compilation, digital conversion, and the ideas, procedures, processes, systems, methods, and concepts embodied within the Alpacon platform, the Services, or other third-party services related in any way to the Alpacon platform and the Services shall be the copyrights, trademarks, trade secrets, and/or other proprietary or intellectual property of AlpacaX. Your license to access or use the Alpacon platform or the Services are not a sale of a copy, redistribution, use, or publication of such licensed Services (except for the sole purpose of specific individual business use permitted under these Terms) and does not render you the owner of such copy, restriction, use, or publication thereof. All rights, title, and interest in and to the Alpacon platform or the Services and all related software, components and technologies shall at all times remain with AlpacaX, regardless of who may be deemed the owner of the tangible media in or on which the Alpacon platform or the Services may be copied, encoded, or otherwise fixed.

4.4

Third-Party License.

In providing the platform or Services, AlpacaX may utilize, offer, and connect various pre-trained AI models licensed from third-party providers, either through code licenses or data set licenses ("Third-Party License"). AlpacaX will make commercially reasonable efforts to disclose all known third-party licensing information related to these AI models in connection with the Alpacon platform or the Services. Additionally, AlpacaX will maintain a contact for reporting potential or actual license violations on its website, ensuring transparency and compliance with applicable licensing terms and correcting any Third-Party License violation promptly.

4.5

Prohibited Activities.

You may not, and may not permit others, directly or indirectly to engage in the following activities (collectively, "Prohibited Activities"):

Reproduction, sale, resale, leasing, renting, licensing, sub-licensing, transferring, distribution, hosting, or otherwise commercially exploiting the Alpacon platform or the Services, including any related technologies, components, systems, data, and contents related thereto or otherwise using them for any purpose other than those which are permitted by us;

ii.

Modifying, making derivative works of, disassembling, decompiling, reverse compiling, or reverse engineering the Services;

iii.

Scraping, crawling, harvesting, or otherwise extracting data or metadata from the Services, or downloading, copying, or collecting information that could be used to copy all or any part of the Services or allow access to or use of the Services by any unauthorized person or entity;

iv.

Using the Services to create, collect, upload, transmit, display, or distribute any content that (a) violates the rights of any third party, (b) is unlawful, harassing, abusive, tortious, threatening, invasive of another's privacy, defamatory, false, misleading, pornographic, obscene, offensive, racist, harmful, fraudulent, or is otherwise objectionable to any group or individuals, or (c) is in violation of any law, regulation, or obligations or restrictions imposed by any third party;

Uploading, transmitting, or distributing any computer viruses, worms, Trojan horses, time bombs, logic bombs, cancelbots, corrupted files or any other software intended to damage or alter the Services;

vi.

Sending through the Alpacon platform or the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, political campaign material, chain letters, multi-level marketing offers, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

vii.

Use of any information obtained through the Services to develop or offer competing products or services, or disclosure of such information to third parties for commercial or competitive use;

viii.

Interfering or attempting to interfere with the proper working of the Alpacon platform or the Services or other users' use and enjoyment of the Alpacon platform or the Services; and

ix.

Bypassing any measures AlpacaX may use to prevent or restrict access to the Alpacon platform or the Services.

AlpacaX may take any action it deems necessary to prevent you or any other users from engaging in Prohibited Activities or cure the effects thereof, including, without limitation, removing any material, content, or information in violation of these Terms, suspending, limiting, or terminating a user's access to or use of the Services, or refusing any and all current or future use of the Alpacon platform or the Services.

USE OF SERVICES.

5.1

Services and Availability.

5.1.1

Services Components. We provide the following features as part of our website, sent via email, or delivered via in-app notification or the Alpacon platform or the Services, which may vary depending on your subscription plan and may be changed from time to time in our sole discretion:

Remote server access;

ii.

User and group access management;

iii.

Security audit and activity logging;

iv.

Notifications via integrations such as email or Slack;

System monitoring and analytics; and

vi.

Optional add-on features provided by AlpacaX.

5.1.2

Suspension and Downtime. We may, at our sole discretion, suspend, limit, or restrict access to the Services under the following circumstances:

Scheduled maintenance, system upgrades, or security updates that require planned downtime;

ii.

Infrastructure failures or service degradation due to third-party providers (e.g., hosting, DNS, email, etc.);

iii.

Emergency events such as denial-of-service attacks, data center failures, or widespread network outages;

iv.

Legal or regulatory obligations imposed by applicable U.S. or international laws; or

Force majeure events such as natural disasters, war, civil unrest, or other situations beyond our control.

5.1.3

Notice and Recovery. We will make commercially reasonable efforts to notify you at least three (3) days in advance of planned maintenance or anticipated downtime. However, we reserve the right to suspend, limit, or restrict the Services without prior notice in urgent or high-risk situations (e.g., security incidents or legal enforcement actions).

5.2

User Responsibility.

5.2.1

At all times, you may use the Services only in compliance with these Terms, applicable laws, and any usage guidelines or policies published or provided by AlpacaX from time to time. You are solely responsible for your actions and for ensuring that your use of the Alpacon platform or the Services does not violate any laws or infringe upon the rights of third parties.

5.2.2

You agree not to engage in any of the following prohibited activities in addition to, without limiting, the Prohibited Activities as set forth in Section 4.5:

Falsifying identity or impersonating any individual or entity;

ii.

Using the Services for unlawful, harmful, deceptive, or fraudulent purposes;

iii.

Engaging in excessive or abusive use of the Services that may degrade system performance, including circumvention of licensing limits; or

iv.

Gaining unauthorized access or benefits through misrepresentation or exploitation of the system.

5.3

User Content and Submissions.

5.3.1

You retain all ownership rights to any content, commands, or other data you submit, upload, or generate on our platform or/and through your use of the Services ("User Content").

5.3.2

By using the Alpacon platform or the Services, you grant AlpacaX a non-exclusive, worldwide, royalty-free, fully paid-up license to use, copy, process, analyze, and store such User Content solely to provide and improve the Services, including usage analytics and feature development.

5.3.3

This license does not grant AlpacaX the right to publicly disclose, sell, or distribute your User Content, except in anonymized or aggregated form that does not identify you or your organization.

5.3.4

This Section 5.3. is subject to our Privacy Policy. Any personal information submitted through the Services will be handled by that policy.

5.4

Third-Party Content and Services.

5.4.1

In connection with your access to or use of the Alpacon platform or the Services, you may use, acquire, or obtain access to third-party content and services, including, without limitation to, websites, applications, and AI models that are not directly developed or operated by AlpacaX (collectively, the "Third-Party Services"). You shall be responsible for ensuring that the Third-Party Services with which you choose to operate the Alpacon platform or the Services meet our minimum requirements, including, without limitation, the processing speed, memory, and the availability of dedicated internet access required for the Alpacon platform or the Services, and that your use of such Third-Party Services in connection with the Alpacon platform or the Services are not in violation of any licenses, terms, conditions, laws, rules, and/or regulations respecting the use of such Third-Party Services. Even if we may indicate such Third-Party Services' license information, we do not assume any responsibility or liability for the actions, products, services, or content of any Third-Party Services, nor do we verify the validity of the license of these Third-Party Services. You should carefully review the legal statements, licenses and other conditions of use of any website or application which you access through AlpacaX's Alpacon platform or the Services. Your linking to any other off-site websites or applications is at your own risk.

5.4.2

Furthermore, the Alpacon platform or the Services may include Third-Party Components (as defined below), and Third-Party Software (as defined below) may be provided from time to time in conjunction with the Services. Your use of the Third-Party Software and Third-Party Components (including any updates or upgrades thereto) may be subject to separate or additional terms and conditions. These separate or additional terms and conditions, if any, will be made available in a text file accompanying the Services and/or, in the case of Third-Party Software, may be made available when you use or install the Third-Party Software for the first time. With respect to Third-Party Software provided to you by AlpacaX, AlpacaX is only able to provide such software with your understanding, acknowledgment, and agreement that such software is (a) provided as a convenience to you only; and (b) if it is not accompanied by a separate software license, it is subject to the terms and conditions of these Terms as though it were Services, except that in all cases it is provided by AlpacaX on an "AS IS" and "AS AVAILABLE" basis with no express or implied conditions, endorsements, guarantees, representations or warranties. If you wish to obtain Third-Party Software on other terms, you should acquire this Third-Party Software directly from its suppliers. In no event shall such separate license agreements or additional terms and conditions between you and the supplier be binding on AlpacaX or impose any additional obligations, or obligations inconsistent with the terms of these Terms, upon AlpacaX whatsoever. To the extent that any particular Third-Party Component is covered by additional terms and conditions that provide you with rights to use, copy, distribute, or modify all or part of such Third-Party Component broader than the rights afforded you under these Terms for the Software then, solely to that extent, you can exercise such broader rights without breaching the terms of these Terms for the remainder of the Services.

5.4.3

"Third-Party Components" means software and interfaces licensed by AlpacaX from a third party for incorporation into AlpacaX's software platform or product, and distributed as an integral part of AlpacaX platform or product under AlpacaX's brand but does not include Third-Party Software. "Third-Party Software" means standalone software applications proprietary to a third party that are provided by AlpacaX or its authorized distributors bundled with, or separately for use with, the Services.

FEES, BILLING, AND REFUNDS.

6.1

Fees and Billing.

6.1.1

Billing Model. Services fees are billed based on the number of active servers, not per user.

Each workspace is billed separately.

ii.

Fees are calculated in advance based on the number of servers allocated at the start of the billing period.

iii.

You may add or remove servers within your reserved limit, in accordance with the upfront bill, at no additional charge.

iv.

If you exceed the reserved number of servers, additional charges will apply, calculated on a prorated daily basis until the next billing cycle.

6.1.2

Automatic Billing. If at least one server remains active as of your billing date, your subscription will automatically renew. Subscription fees are charged monthly on the same calendar date as your initial purchase unless otherwise agreed with you in writing. If your billing date falls on a non-existent calendar day (e.g., the 31st), the charge will be adjusted to the closest available date.

6.2

Cancellation and Refund Policy.

You can cancel your subscription at any time. Payments are non-refundable, subject to the terms of our Cancellation and Refund Policy, unless otherwise stated in that policy or specifically agreed in writing with you.

6.3

Changes to Pricing.

6.3.1

AlpacaX reserves the right to update its pricing or fee structure at any time in its sole discretion, provided a prior written notice is given at least 30 days prior to the effective date of such change as posted on our website, sent via email, or delivered via in-app notification.

6.3.2

With such change notice, your continued use of the Service after the effective date of change constitutes acceptance of the new fees. If you do not agree to the changes, you must cancel your subscription before the new fees take effect.

6.3.3

The most current pricing and billing policies are published at: https://www.alpacax.com/alpacon/pricing

6.4

Responsibility.

Users are responsible for any taxes that may arise from entering false or inaccurate Billing Address information.

DATA AND CONFIDENTIALITY.

7.1

Data Privacy and Protection.

7.1.1

AlpacaX is committed to protecting the privacy and security of your personal information. AlpacaX's data collection and use practices, including data collection and use of personally identifiable information can be found in the Privacy Policy and within the Alpacon platform interface, outlining the categories of data collected, the purposes for which they are used, and your rights regarding your data.

7.2

Confidentiality.

7.2.1

Each party ("Receiving Party") agrees to keep confidential and not disclose to any third party any non-public, proprietary, or confidential information ("Confidential Information") disclosed by the other party ("Disclosing Party") in connection with the Services. Confidential Information includes, but is not limited to:

For User to AlpacaX: Any system information, configurations, server structure, commands, content, or other materials submitted, uploaded, or generated by the User during use of the Services.

ii.

For AlpacaX to User: Any product code, documentation, license information, pricing models, internal product architecture, or roadmap shared with the User.

7.2.2

The Receiving Party agrees to: (i) use the Confidential Information solely to fulfill its obligations under these Terms; (ii) protect the Confidential Information with the same degree of care it uses to protect its confidential information, but no less than a reasonable degree of care; and (iii) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

7.2.3

The above obligations do not apply to information that:

is or becomes publicly available without breach of these Terms;

ii.

is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;

iii.

was known to the Receiving Party before disclosure; or

iv.

is required to be disclosed by law or by a governmental order (with prompt notice to the Disclosing Party if legally permissible).

7.3

Data Governance and Deletion.

7.3.1

Data generated during your use of the Alpacon Services are categorized and governed based on its association with the user account (ID), workspace, and server.

7.3.2

Personal data provided during account creation and use is associated with your user account and will be deleted immediately upon account termination, except where retention is required by applicable law.

7.3.3

Data created or managed within a workspace, including configurations and user activity logs, is attributed to the workspace. If the workspace is deleted, all associated data will be deleted immediately.

7.3.4

Data residing on a specific server is considered server-bound. If the server is deleted, all associated data will be deleted as well.

7.3.5

If you no longer wish to use the Services, you may request permanent deletion of your workspace and associated data in writing. Upon approval, all data will be permanently and irretrievably deleted.

7.3.6

For security and privacy reasons, AlpacaX will not delete a workspace or its data at the request of anyone other than the registered owner of the workspace.

7.3.7

Data Deletion Requirements: Data deletion must be performed directly by the user and only when all of the following conditions are met:

All servers registered in that workspace must be deleted first before deletion of a workspace; and

ii.

A user account can only be deleted if the user has been removed from all workspaces they belong to or if the corresponding workspaces have already been deleted.

ALPACAX RESPONSIBILITIES AND SECURITY.

8.1

AlpacaX Responsibilities.

AlpacaX will make commercially reasonable efforts to maintain the availability, security, and performance of the Alpacon platform and the Services, and to protect user data and account integrity. Specifically, AlpacaX agrees to the following:

8.1.1

Services Continuity and Fair Use. We operate the Services in accordance with applicable laws and these Terms. We strive to deliver uninterrupted and stable service, and we will not engage in any deceptive or unfair business practices.

8.1.2

Feedback and Complaints. If you submit a complaint or concern regarding the use of our Services, we will review the matter in good faith and respond promptly. However, this does not guarantee a favorable resolution.

8.1.3

Data Security and Account Protection. We implement industry-standard administrative, physical, and technical safeguards to protect your account, including but not limited to:

Role-based access control (RBAC);

ii.

Encrypted data transmission and storage; or

iii.

Event monitoring and alerting systems.

8.1.4

Incident Response and Notification. If we detect unauthorized access, account compromise, or service degradation, we will notify affected users (if legally required) and take appropriate mitigation steps to restore service integrity.

8.1.5

User-Facing Security Tools. We provide you with tools to help you secure your account, including:

Multi-factor authentication (MFA);

ii.

API token and credential management; or

iii.

Log activity logs and session tracking.

AI FEATURES.

9.1

Purpose of AI Processing.

We may, at our sole discretion, use Artificial Intelligence ("AI") technologies to monitor, analyze, and process service usage patterns in order to detect, prevent, and respond to abnormal, unauthorized, or potentially harmful activities ("Anomaly Detection"). This may include automated or semi-automated analysis of access logs, command histories, system metrics, user activity, and other relevant operational data. You acknowledge and agree that AI processing is an integral component of the Services.

9.2

Scope and Limitations.

9.2.1

AI-driven anomaly detection is intended solely as a supplementary safeguard to enhance security and service reliability.

9.2.2

The system may, at our discretion, generate alerts, recommendations, or automated responses based on detected abnormalities, and such responses may include suspending or restricting user access.

9.2.3

While we make commercially reasonable efforts to optimize accuracy, AI detections may result in false positives or false negatives. We make no warranty or guarantee that all threats, risks, or abnormalities will be identified, prevented, or resolved.

9.3

User Obligations.

9.3.1

You must not interfere with, disable, circumvent, or attempt to manipulate the AI-based anomaly detection system.

9.3.2

You must not engage in any activity intended to evade detection, mislead the system, or conceal misuse of the Services.

9.3.3

If notified of a potential abnormality or security concern, you must promptly cooperate in good faith with any investigation, inquiry, or remediation effort requested by us.

9.3.4

You acknowledge that your continued use of the Services constitutes acceptance of AI monitoring and its outcomes.

9.4

Data Usage for AI Processing.

9.4.1

By using the Services, you expressly consent to our collection, processing, storage, and analysis of your data—including but not limited to logs, system events, and operational metadata—for AI-based anomaly detection and related security functions.

9.4.2

Such processing may be conducted internally or by third-party providers engaged by us, each of whom will be bound by confidentiality and security obligations.

9.4.3

You waive any claim against us arising from the use, processing, or outcomes of such AI analysis, provided it is undertaken in accordance with these Terms.

9.5

Liability Disclaimer.

To the maximum extent permitted by law, we disclaim all liability for any loss, damage, interruption, or harm arising from AI-based detections, missed detections, delays, or automated or semi-automated actions taken in response to abnormalities. You acknowledge and agree that such features are provided "as is" and "as available," and that your sole remedy for any dissatisfaction is to discontinue use of the Services.

9.6

Changes to the AI Detection System.

We reserve the unrestricted right to modify, enhance, suspend, or discontinue AI-based anomaly detection features at any time, with or without prior notice, and without liability to you. Continued use of the Services following any such change constitutes acceptance of the modified system.

10.

LEGAL COMPLIANCE.

10.1

U.S. Government Use (FAR/DFARS).

Provided you are an U.S. federal government entity or are accessing the Services on behalf of such an entity, you acknowledge and agree that the related software is "commercial computer software" as defined in FAR 2.101 and DFARS 252.227-7014.

Under FAR 12.212 or DFARS 227.7202, as applicable, the use, duplication, and disclosure of the software by the U.S. Government shall be subject to the restrictions outlined in these Terms.

All other use is prohibited without the prior written consent of AlpacaX Inc.

10.2

HIPAA / Business Associate Agreement (BAA).

Unless otherwise agreed in a separate Business Associate Agreement (BAA), AlpacaX does not intend to receive or process any data that constitutes Protected Health Information (PHI) under the U.S. Health Insurance Portability and Accountability Act (HIPAA).

You agree not to transmit PHI to AlpacaX unless a valid BAA has been executed between you and AlpacaX. AlpacaX disclaims all liability for any PHI submitted without such an agreement.

10.3

Export Control and Sanctions Compliance.

The Services may be subject to US export control law, including the US Export Administration Act of 1979 and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

11.

WARRANTY DISCLAIMER.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES AND ANY THIRD-PARTY SERVICE OR SOFTWARE IS AT YOUR SOLE RISK. THE SERVICES PROVIDED HEREUNDER IS PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTIES OR PROMISES, WHETHER EXPRESS OR IMPLIED, OR BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH SERVICE OR SOFTWARE (IF ANY) SHALL REMAIN WITH YOU AT ALL TIMES.

THERE IS NO REPRESENTATION OR WARRANTY HEREIN AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR AGAINST INFRINGEMENT. ALPACAX AND ITS PROVIDERS OF THIRD-PARTY SERVICES DISCLAIM ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE OR SOFTWARE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR THAT YOUR USE OF SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. YOU ACKNOWLEDGE THAT NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY PROVIDERS OF THIRD-PARTY SERVICES HEREIN.

12.

LIMITATION OF LIABILITIES.

IN NO EVENT WILL ALPACAX BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SERVICES FURNISHED OR TO BE FURNISHED BY ALPACAX, WHETHER SAID SERVICES ARE PROVIDED BY US OR BY ANY THIRD-PARTY ON OUR PLATFORM, UNDER THESE TERMS OR THE USE THEREOF, EVEN IF ALPACAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

NOTWITHSTANDING ANYTHING CONTRARY HERETO, THE AGGREGATE LIABILITY OF ALPACAX UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PLATFORM OR SERVICES FURNISHED OR TO BE FURNISHED BY ALPACAX UNDER THESE TERMS SHALL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY YOU TO ALPACAX DURING THE PAST TWELVE (12) MONTHS PRECEDING THE CLAIM IN CONNECTION WITH YOUR ACCESS TO OR USE OF ALPACAX'S SERVICES UNDER THESE TERMS.

12.1

General Limitation of Liability.

Notwithstanding anything contrary hereto, AlpacaX shall not be liable for any of the following:

When the User breaches these Terms or any terms of the Agreement in a prohibited manner;

ii.

Force majeure events (e.g., war, natural disaster, government regulation, internet outages);

iii.

Services interruptions caused by third-party action, maintenance, network disruptions, or force majeure events;

iv.

Errors or interruptions caused by third-party services or infrastructure;

Issues arising from misconfiguration or inadequate management of the User's systems;

vi.

Services misuse in violation of export regulations or security standards; or

vii.

Use of the free or trial version of the Services.

12.2

AlpacaX's Limited Liability For Actual and Direct Damage.

Notwithstanding anything contrary herein, AlpacaX liability shall be strictly limited to actual and direct damages incurred by the User, and only in the following instances:

If the User's data is lost or systems are damaged due to AlpacaX's sole gross negligence or willful misconduct;

ii.

If the User suffers direct damage due to AlpacaX's breach of contractual obligations beyond what is stated in the Terms; and

iii.

If a security incident attributable to AlpacaX leads to the leakage of the User's confidential business information.

In no event shall AlpacaX be liable for any damages caused, in whole or in part, by third parties, whether arising from use of the AlpacaX platform or its services. AlpacaX shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, even if advised of the possibility of such damages.

12.3

Claims Process.

To make a claim about our Services, all of the following conditions must be met:

The User must notify AlpacaX in writing without undue delay upon becoming aware of the incident; and

ii.

The User must provide reasonable cooperation in AlpacaX's investigation of the incident.

In cases where AlpacaX is solely responsible for service non-provision, your only remedy will be a service credit or refund equivalent to the period of the disruption, at AlpacaX's sole discretion.

13.

INDEMNIFICATION.

13.1

User's Indemnification Obligations.

You agree to indemnify, defend, and hold harmless AlpacaX, its affiliates, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your violation of any law or third-party rights, including intellectual property rights or data protection regulations (e.g., GDPR, CCPA).

ii.

Your transmission, upload, or storage of unauthorized or illegal content through the Services.

iii.

Your use of the Services are in breach of these Terms, including attempts to bypass security, reverse engineering, or unauthorized resale.

iv.

Use of the Services by any entity or user located in a restricted or sanctioned country.

Your failure to maintain the confidentiality of your access credentials or account misuse by your authorized users.

13.2

AlpacaX's Indemnification Obligations.

We agree to indemnify, defend, and hold you harmless against third-party claims alleging that:

The Alpacon platform and the Services infringes a valid intellectual property right of such a third party; or

ii.

Our negligence or willful misconduct caused direct damage to your data, systems, or business operations.

This obligation is subject to:

You are providing prompt written notice of any claim;

ii.

AlpacaX having sole control of the defense and settlement of the claim; and

iii.

Your cooperation is reasonably requested.

14.

RELEASE.

In the event that you have a dispute with any other third-party user(s) or software providers of the Alpacon platform or the Services, you release AlpacaX and its officers, directors, agents, subsidiaries, joint ventures, and employees, from any claims, liabilities, costs, and expenses, demands and damages, both actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in connection with such dispute.

15.

TERMINATION AND SUSPENSION.

15.1

Termination of Account and Services.

15.1.1

You may suspend or terminate your account by following the instructions provided in your AlpacaX account settings.

15.1.2

AlpacaX may also suspend or terminate your access to or use of the Alpacon platform or the Services temporarily or indefinitely in the event that (a) you engage in any one or combination of the Prohibited Activities or otherwise breach any terms of the Agreement; (b) AlpacaX is unable to verify or authenticate any information you provide to us; or (c) your access to or use of the Alpacon platform or the Services violate any applicable laws.

15.1.3

Upon termination of your account or deletion of your workspace, all associated data will be permanently deleted, unless retention is required by applicable law.

15.1.4

The provisions of these Terms in Sections 10 through 14, and Sections 17 and 18 shall survive any termination of these Terms.

16.

PUBLICITY RIGHTS (OPT-IN ONLY).

AlpacaX may use the User's name, logo, and a brief description of User's use of the Services for marketing and promotional purposes only with User's prior written consent (email is sufficient). User may withdraw consent at any time by written notice. Upon withdrawal, AlpacaX will cease new uses within three (3) business days; existing materials not in possession of AlpacaX need not be recalled.

17.

DISPUTE RESOLUTION.

17.1

Arbitration.

All claims, disputes, controversies, or disagreements of any kind whatsoever arising out of or relating to these Terms, the Agreement, or AlpacaX's Alpacon platform or the Services, excluding legal action taken by AlpacaX to collect or recover damages for, or obtain any injunction under these Terms, shall be settled exclusively by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS then existing. The arbitration shall be conducted in the county in California, USA where AlpacaX is located. To the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS unless the arbitrator awards costs to the prevailing party.

17.2

Class Action and Jury Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE ALPACON PLATFORM OR THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS BROUGHT BY A PARTY TO THESE TERMS MUST BE BROUGHT IN SAID PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, THE PARTIES TO THESE TERMS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17.3

Mandatory Informal Resolution.

Before initiating arbitration, you agree first to contact AlpacaX Support Team to attempt to resolve the issue informally and amicably. We will make reasonable efforts to address your concern in good faith.

18.

GENERAL PROVISIONS.

18.1

Entire Agreement.

These Terms, together with our Privacy Policy, Cookies Policy, and Cancellation and Refund Policy incorporated herein, contains all of the terms and conditions of your access to or use of the Software and Services and supersedes any prior understandings or agreements, whether oral or written, between the Parties.

18.2

Amendment/Modification.

AlpacaX reserves a right to update, amend, or modify these Terms, with or without a prior notice to you of the upcoming changes thereto. Any changes will be posted on this page or our website with an updated revision or a notice given to you through the Services or by other means. Continued use of the Services after the changes become effective constitutes your acceptance of the revised Terms.

18.3

Severability.

If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

18.4

Governing Law.

These Terms is governed by and construed in accordance with the laws of the State of California, USA.

18.5

Force Majeure.

In no event shall AlpacaX be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, flood, fire, earthquake, explosion, war, terrorism, pandemic, epidemic, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of laws or any action taken by a governmental or public authority, including imposing an embargo.

18.6

Interpretation and Understanding.

These Terms shall be interpreted in accordance with the plain meaning of its terms and no part of these Terms shall be construed strictly for or against either of the Parties for any vagueness or ambiguity. The Parties represent and warrant that (i) each of them has carefully and completely read, and fully understands all the provisions of these Terms, has had an opportunity to consult with a legal counsel or actually consulted with a legal counsel, and voluntarily, knowingly, and willingly intends to be legally bound by the same; (ii) the terms of this Terms were determined through negotiation between the Parties themselves and these Terms is mutually drafted by the Parties; and (iii) in executing these Terms, each of the Parties does not rely and has not relied upon any representation or statement made by the other Party, or by the other Party's agents, attorneys, or representatives with regard to the subject matter, basis, or effect of these Terms or otherwise, other than those specifically stated in these Terms.

18.7

Assignment; Successors and Assigns.

AlpacaX may assign, delegate and/or otherwise transfer these Terms or its rights and obligations hereunder to any person or entity, which purchases or otherwise succeeds to the business of AlpacaX to which these Terms pertains. You may not assign, delegate, or otherwise transfer these Terms or any of its rights or obligations hereunder without the prior written consent of AlpacaX. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.8

Non-Waiver.

The failure by AlpacaX at any time to enforce any of the provisions of these Terms or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of these Terms. AlpacaX's waiver of your default shall not be deemed a continuing waiver, but it shall apply solely to the instance to which such waiver is directed.

18.9

Copyright Notice.

18.10

Notice and Communication.

We may provide notices regarding these Terms by posting them on our website, within the Services interface, or by sending communications to the contact information you have registered with us. It is your responsibility to review such notices.

CONTACT US.

If you have any questions, comments, complaints or requests regarding these terms or our Services, please contact us:

Alpacon Team - Customer Support

Email: support@alpacax.com
Phone: +1 (855) 257-2229
Address: 100 Middlefield Rd, Menlo Park, CA 94025, United States