Terms and Conditions

Term and Conditions

Alvero Solutions and/or its affiliates and subsidiaries (collectively, “we” or “us”’ or “our”) offer clients certain websites, software, applications, content, product, and services (“Alvero Solutions Products”) which may be branded Alvero Solutions and/or another brand owned or licensed by Alvero Solutions.

This Terms of Service Agreement (this “Agreement”) is a legal agreement between Alvero Solutions and you (“you,” “your”) governing the Alvero Solutions Products and their respective websites (or such other website(s) as we may designate from time to time) that we may currently or in the future provide or offer. To receive or use any of the Alvero Solutions Products, you must accept all of the terms of this Agreement. If you do not agree with these terms and do not want to be bound by this Agreement, you may not use, access, or order any of the Alvero Solutions Products.

THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR ANY OF THE ALVERO SOLUTIONS PRODUCTS OR BY ACCESSING OR USING ANY OF THE ALVERO SOLUTIONS PRODUCTS ON OUR WEBSITES, OR BY DOWNLOADING ANY OF THE ALVERO SOLUTIONS PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THIS AGREEMENT IN ITS ENTIRETY ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT IN CONNECTION WITH SUCH ORDER, USE, DOWNLOAD OR ACCESS. YOU REPRESENT, COVENANT AND WARRANT THAT YOU HAVE THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT, AGREE AND ENTER INTO THIS AGREEMENT IN ITS ENTIRETY ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT. YOU REPRESENT, COVENANT AND WARRANT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO ACCEPT, AGREE AND ENTER INTO THIS AGREEMENT IN ITS ENTIRETY.

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS AGREEMENT LIMITS THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU SUBSCRIBE TO ANY OF THE ALVERO SOLUTIONS PRODUCTS FOR A TERM (THE “INITIAL TERM”), THEN THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT THE ALVERO SOLUTIONS PRODUCT’S THEN-CURRENT FEES FOR SUCH ALVERO SOLUTIONS PRODUCT UNLESS YOU OPT OUT OF THE AUTORENEWAL IN ACCORDANCE WITH SECTION BELOW OR UNLESS ALVERO SOLUTIONS GIVES YOU NOTICE THAT IT HAS ELECTED NOT TO RENEW THIS AGREEMENT (IN ITS SOLE AND EXCLUSIVE DISCRETION).

Headings

User Accounts

To utilize any of the Alvero Solutions Products, you will need to create a User Account. During registration you will be asked for both your personal information and information regarding your business. The information that you submit to create your User Account must be complete, accurate and up to date. You must also keep the business and personal information in your User Account up to date during the term of the subscription (including any renewals). If you open a User Account for a company, organization, or other entity, you represent, covenant, and warrant that you are an authorized representative of the company, organization, or other entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement in its entirety on the entity’s behalf. We reserve the right to suspend or terminate any User Account that fails to comply with the account registration requirements or that we find to contain information that is untrue, inaccurate, incomplete, or outdated. We reserve the right to suspend or terminate your User Account, revoke your Software License (as defined below) and delete all data associated with your User Account without prior notice if there has been no Account Activity in your User Account for a period of 180 days. You are responsible for all activities that occur under your User Account. You agree to immediately notify Alvero Solutions of any unauthorized use, or suspected unauthorized use of your User Account or any other breach of security or strange or unusual activity.

Software

Alvero Solutions Products: In General

All of the Alvero Solutions Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Alvero Solutions Products without prior notice. Prices for the Alvero Solutions Products are subject to change at any time, but changes will not affect any order for Alvero Solutions Products you have already placed. Alvero Solutions Products may be purchased or leased as indicated in your order.

Alvero Solutions Products: Title

Title for Alvero Solutions Products purchased from us passes to the purchaser at the time of delivery by Alvero Solutions to the freight carrier and you will be responsible for any Alvero Solutions Product loss or damage that occurs when the Alvero Solutions Product is in transit to you. Alvero Solutions or the applicable third-party financing/ rental company approved by us (“Financing Partner”) retain title to any Alvero Solutions Products you lease or rent from us or the applicable Financing Partner, however, you remain responsible for any Alvero Solutions Product loss or damages that occurs when the Alvero Solutions Product is in transit to you. Our delivery charges and methods are as described on our website from time to time and are subject to change without prior notice.

Returns and Refunds

You may contact us at support@alverosolutions.com to request a return of Alvero Solutions Products you purchased from us at any time within thirty (30) days of the order date. If we determine that you are eligible to return such Alvero Solutions Products, we will provide a return materials authorization (RMA) to you via email. Alvero Solutions will refund you the amount you paid for the returned Alvero Solutions Products (less applicable handling charges) provided that we receive such Alvero Solutions Products, including all Alvero Solutions Products items if the Alvero Solutions Products was purchased as part of bundle, freight prepaid by you in new or unused condition, in its original packaging, within ten (10) days of the date the RMA was emailed to you. Risk of loss or damage to the returned Alvero Solutions Products remains with you until received by us. You will bear the cost of freight and insurance of any returned Alvero Solutions Product. Except as otherwise expressly stated in this Agreement, we are under no obligation to refund any amounts you previously paid to us for any Alvero Solutions Products.

Leased or Financed Alvero Solutions Products

Leased or financed Alvero Solutions Products shall at all times remain the property of Alvero Solutions or our Financing Partner (the “Product Owner”). The Product Owner retains and you hereby grant to Alvero Solutions and the Product Owner, as applicable, a security interest in and to the leased Alvero Solutions Products. You agree to execute any and all documents and filings to perfect the same. You agree not to permit any third party (other than the Product Owner) to obtain any security interest, lien or other encumbrance on such leased or financed Alvero Solutions Products. You will promptly return, at your expense, such leased or financed Alvero Solutions Products to the Product Owner’s designated address when the lease expires or this Agreement terminates. You bear all risk of loss or damage to the leased or financed Alvero Solutions Products. You will pay for the cost of replacing leased or financed Alvero Solutions Products if you do not return the leased or financed Alvero Solutions Product in good working order (normal wear and tear excepted) when the applicable rental, lease or subscription period expires or when this Agreement terminates.

Alvero Solutions Product Maintenance, Support, Repair or Replacement Services

Certain Alvero Solutions Products may be subject to our maintenance, support, repair, or replacement services (including NDR defined below) as indicated in your order with us. Any parts or replacement Alvero Solutions Products provided to you hereunder shall not extend the original warranty period and may consist of a new, refurbished, used or functionally equivalent product. Our maintenance, support, repair or replacement services (including NDR) will not be provided with respect to: (i) Alvero Solutions Products that have been altered or modified by anyone who is not our authorized representative, (ii) damage caused by abuse, misuse, fire, failure to properly service and maintain, natural disasters or any other causes, (iii) Alvero Solutions Products that have been lost or stolen, or (iv) cosmetic damage, including but not limited to, scratches and dents, that do not otherwise affect the value or functionality of the Product.

Next Day Replacement Services

If you subscribe to our next day replacement Service (“NDR Service”) with respect to any Alvero Solutions Product, replacement orders received by us (i) on Monday-Friday before 5PM Eastern Time will be processed and shipped by us to you on the same business day for next business day delivery (next day Saturday shipments are subject to availability in your areas),and (ii) on Saturdays and Sundays will be processed and shipped by us to you on Monday (or the next business day), in most cases and subject to the availability of next day freight in your location. The foregoing processing and shipping times are estimates and exclude holidays and delays outside of our reasonable control (e.g., unusual storms or natural disasters, Alvero Solutions Product shortages, labor disruptions, freight carrier issues, or unavailability, etc.). You must comply with our generally applicable policies and procedures regarding NDR Service orders and must return any replaced Alvero Solutions Products in accordance with the Returns and Refunds Section above.

Mobile Devices and Third-Party Carriers

Use of your User Account requires compatible mobile devices and an internet connection that meets certain minimum speed requirements, which you are responsible for providing. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing any of our websites or using any of the Alvero Solutions Products or your User Account. You are responsible for determining the compatibility of any Alvero Solutions Product you order with other products and services you use. We are not liable for any required or necessary agreements with the mobile device provider or internet service provider and we do not warrant that any Alvero Solutions Product you ordered or the User Account will be compatible. Any mobile device that has been illegally altered or modified in any way is not a compatible device. You understand and accept that use of such a device is prohibited, a violation of the terms of this Agreement, and could result in the suspension or termination of your User Account.

Unauthorized, Improper or Illegal Use

If it is determined that your User Account has been used for potential or actual immoral, unsuitable, injurious, destructive, improper, illegal or criminal purposes you acknowledge and authorize us to share any information about you, your User Account, your use of any ordered Alvero Solutions Product and any other data deemed necessary or appropriate by us (in our sole and exclusive discretion) to the appropriate law enforcement agencies. In addition, you acknowledge and authorize us to share any information about you, your User Account, your use of any ordered Alvero Solutions Product and any other information or data requested by a third-party in response to answering or responding to a valid subpoena issued by a court or administrative agency. You are responsible for verifying that the Alvero Solutions Product that you ordered or your User Account and the functionality of such Alvero Solutions Product or User Account comply with all applicable laws, including but not limited to local, state, and federal laws, that may govern your use of the Alvero Solutions Product, or your User Account or the features contained within the Alvero Solutions Product, or your User Account. You agree that you will not use any Alvero Solutions Product, or your User Account or certain features contained within the Alvero Solutions Products, or your User Account, if it is not legal to do so in your location. Your use of any ordered Alvero Solutions Product, or your User Account and the features contained therein constitute your representation that such use and features do not violate any applicable local, state, or federal laws. You agree to fully and wholly indemnify and hold us harmless in any liability arising out of your use of any ordered Alvero Solutions Product, or your User Account or the features of any ordered Alvero Solutions Product, or your User Account in the event such use or features violate any applicable local, state or federal laws, and you agree not to pursue any damages or remedies against us relating to or arising out of the same. You are solely responsible for your use of any ordered Alvero Solutions Product, or your User Account and the features therein, and you agree that such use by you is a waiver of any claims you may have against us in the event such use, the ordered Alvero Solutions Product, or your User Account or the features of such Alvero Solutions Product, or your User Account violate any applicable local, state, or federal laws.

Taxes

Fees do not include Taxes (as defined below), unless expressly indicated otherwise by us on an invoice. If any Alvero Solutions Products, or payments for any Alvero Solutions Products, under this Agreement are subject to Tax in any jurisdiction and you have not remitted the applicable Tax to us, you will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority. You represent and covenant that you will indemnify us and our affiliates or subsidiary entities for any liability or expense we or our affiliates or subsidiary entities may incur in connection with such Taxes, including penalties, late charges or interest. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes. For purposes of this section, “Tax” or “Taxes” shall mean any and all sales, use, property, value added, or other transactional taxes, duties, levies or other amounts arising out of or related to your purchase, subscription to or use of any of the Alvero Solutions Products. Taxes do not include our income taxes in the United States of America. You agree to make all payments of Fees to us in United States dollars free and clear of, and without reduction for, any Taxes. All amounts payable to us will be grossed-up to the extent there is any legally required withholding so that we receive from you in United States Dollars the amount we contemplated. Any Taxes imposed on payments of Fees to us will be your sole responsibility, and you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such Taxes have been paid by you.

Fees

In order to access or use the Alvero Solutions Products, or your User Account you agree to pay all Fees to us in accordance with our then current Fees found on the website for such ordered Alvero Solutions Product or as otherwise agreed in writing by us in an order with you. Except as set forth in this Agreement, all Fees are nonrefundable. We reserve the right to change the Fees for any subsequent subscription period upon notice to you. If you do not consent to the increase in the Fees, you will need to cancel your subscription. If you qualify for and obtain financing from one of our Financing Partners under our Financing Program, you will not have to pay us directly for the applicable Fees that were covered by the Financing Program during the designated term or rental or subscription period in your order with us. However, you will have to pay the Financing Partner in accordance with your separate agreement(s) with the Financing Partner, and the Financing Partner will have to pay us in accordance with our agreement with them. Your obligation to pay the Financing Partner is independent from these Terms of Service and survives any termination or expiration of this Agreement or these Terms of Service. Financing Partners are independent from us and we are not responsible for such Financing Partners and Financing Partners are not responsible for us. By providing a credit card or other payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to immediately charge your credit card or other payment method for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. If the credit card or payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your use of any ordered Alvero Solutions Product may be suspended or terminated. In the event you want to change or update payment information associated with your User Account, you can do so at any time by logging into your User Account and editing your payment information. Your subscription with us for any ordered Alvero Solutions Product will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at our then current price for such subscription. You agree that your subscription will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by contacting Customer Care at (210) 201-3787 or if we notify you that we are not renewing your subscription (in our sole and exclusive discretion). If you do not wish your subscription to renew automatically, or if you want to change or cancel your subscription, please contact Customer Care at (210) 201-3787. You may not cancel your subscription prior to the end of your then current subscription term. If you cancel your subscription, you may use your subscription until the end of your then current subscription term; your subscription will not be renewed after your then current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then current subscription period. By subscribing, you authorize us (or our third-party payment processor) to immediately charge your credit card or payment method at the beginning of your initial subscription period, and again at the beginning of any subsequent subscription period. You acknowledge and agree that we will charge all applicable fees and charges due to the credit card or other form of non-invoice payment method that you provided to us upon order placement and prior to shipment of any Alvero Solutions Products. We may use third party service providers for payment services (e.g., credit card transaction processing, merchant settlement, and related services). Where applicable, you agree to be bound by such third-party payment processors’ terms and conditions in connection with such services. You hereby consent to provide and authorize us and any third-party payment processor to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. Some Alvero Solutions Products may offer a free trial period that starts when you create a User Account for such Alvero Solutions Product. After the trial period has expired, you will be required to provide your credit card or payment method and you will be charged any Fees applicable to your selected Alvero Solutions Product. We have no obligation to notify you when your free trial ends, and we reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion. Details of any free trial period can be found on the website of such Alvero Solutions Product or as otherwise agreed in writing by us in an order with you.

Customer Service

We reserve the right to include and utilize tools, capabilities and methods in our software and applications to allow remote access to the devices or computers that contain the software or application or the computer network to which the devices or computers are connected. We may use this remote access functionality to log in to the devices or computers to monitor, modify, alter or otherwise manipulate the data on the remote device for the purpose of providing technical support and ensuring that the Services function as intended.

Notices

By accepting this Agreement, you acknowledge and accept that we will post disclosures and notices required by law and any other information deemed pertinent by electronic means to include on any of our websites that correspond to your ordered Alvero Solutions Product, via email, or in your User Account. 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, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. These notices will be considered received after 24 hours of posting on the website that corresponds to your ordered Alvero Solutions Product, immediately upon transmission to your User Account, or notice via email and continued use of any of your ordered Alvero Solutions Products. Where we require that you provide an email address, you are responsible for providing us with your most current email address. In the event that the last email address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give written notice to us at the following address: 857 Cibolo Valley Dr, STE 228-251, Cibolo, TX 78108. Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

Your Content

You understand that you are able to upload or customize User Content and do so willingly without any obligation. You also agree that any User Content uploaded or customized is your own or you have explicit permission from the owner of the content to use it in connection with the ordered Alvero Solutions Products. You hereby grant, and you represent and warrant that you have the right to grant, to us a fully paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, and fully sublicensable license to license, reproduce, distribute, modify, adapt, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content (in whole or in part) for the purposes of including your User Content in the Alvero Solutions Products and operating, providing and promoting such Alvero Solutions Products.

Copyright and Trademark Infringement

We respect and honor trademark and copyright rights of others and we ask that you do the same. Any valid notices of copyright or trademark infringement to us may be responded to with suspension or termination of an ordered Alvero Solutions Product of any User Account who violates the copyrights and trademarks of others.

Security

We utilize policies, procedures, and technical measures to protect your personal information from accidental loss or malicious acquisition, use, alteration, or access. We cannot guarantee that unauthorized personnel will never be able to access your information by circumventing or breaking the measures in place to prevent such activity. Your acknowledgment of this Agreement represents your understanding that you provide your personal information at your own risk. This Agreement commences on the date when you first use any of the ordered Alvero Solutions Products and continues for the subscription term you select from our then current offerings (e.g., monthly, annual), unless terminated earlier in accordance with this Agreement. The subscription term will automatically renew in accordance with this Agreement. We may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to any ordered Alvero Solutions Products, any of our websites or to your User Account without any notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement. Upon termination of this Agreement for any reason, you must immediately stop using all of your ordered Alvero Solutions Products and your license to use such Alvero Solutions Products provided under this Agreement shall end. Upon your termination of this Agreement, we will provide you with thirty (30) days to allow you to extract your User Content and User Data that we have stored on our servers as of the termination date. Subject to the foregoing sentence and applicable law and card association rule requirements, we will delete User Content and User Data stored on our servers upon your termination of this Agreement, and we will not be liable to you or any third party for termination of access to any of the ordered Alvero Solutions Products or deletion of your User Content and User Data.

License; Restrictions

Subject to this Agreement, we grant you a nontransferable, nonexclusive, without rights of sub-license, revocable, limited use license to use and access, solely for your own personal, noncommercial use (i) any Alvero Solutions Products that you ordered on any compatible device that you own or control, and (ii) the other aspects of Alvero Solutions Products. Furthermore, with respect to any Alvero Solutions Products accessed through or downloaded from the Google Play Store or Apple App Store (each an “App Store” and references to the App Store include the corporate entity and its subsidiaries making the App Store available to you), you agree to comply with all applicable third-party terms of the App Store (the “Usage Rules”) when using such Alvero Solutions Products. To the extent the terms of this Agreement provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. The rights granted to you in this Agreement are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit any Alvero Solutions Products or any leased or rented Alvero Solutions Products; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of any Alvero Solutions Products, except to the extent such restriction is prohibited by law; (iii) you agree not to access any Alvero Solutions Products in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of any Alvero Solutions Product may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Alvero Solutions Products or any of our other systems, devices or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to any Alvero Solutions Product or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any Alvero Solutions Products by means other than through the interface that is provided by us; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with any Alvero Solutions Products. Any future release, update, or other addition to functionality of any Alvero Solutions Product shall be subject to this Agreement. You acknowledge and agree that the availability of the Alvero Solutions Products is dependent on the App Store from which you received the license. You acknowledge that this Agreement is between you and us and not with the App Store and that we, and not the App Store, are responsible for the Alvero Solutions Products and the content thereof. We are responsible for providing any maintenance and support services with respect to the Alvero Solutions Products and the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to any Alvero Solutions Product. We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of any Alvero Solutions Product to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for such Alvero Solutions Product to you; and to the maximum extent permitted by applicable law, the App Stores will not have any other warranty obligation whatsoever with respect to the Alvero Solutions Products, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility. You acknowledge that we, and not the App Store, is responsible for addressing any claims relating to the Alvero Solutions Products or your possession and/or use of the Alvero Solutions Products, including, but not limited to:

(i) product liability claims; (ii) any claim that the Alvero Solutions Products fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the ordered Alvero Solutions Product infringe or your possession and use of such Alvero Solutions Product that third party’s intellectual property rights, we and not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with, and your license to use the Alvero Solutions Products is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies and the Usage Rules) when using the Alvero Solutions Products. You acknowledge and agree that the App Stores and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, the App Stores will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

Ownership of Services

Except as otherwise noted in this Agreement or as otherwise agreed in writing by us in an order with you, Alvero Solutions Products are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. This Agreement does not grant you any rights to our service marks or trademarks, or any other intellectual property rights. Alvero Solutions Products are protected by intellectual property laws, including but not limited to trademark, patent, trade secret and copyright laws. We own all Intellectual Property Rights in the Alvero Solutions Products. There are no implied licenses granted under this Agreement. Any ideas, suggestions or comments submitted, including but not limited to ideas for new products or ways to improve the Alvero Solutions Products, is gratuitous and at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such feedback. You agree that we may use the feedback in any way and that you waive any right to any compensation or other benefit from our use of the idea.

Indemnity

You will indemnify, defend, and hold us, our officers, executives, agents, independent contractors, representatives and employees harmless from and against any and all claims, losses, damages, claims, judgments, penalties, interest, tax assessments, and expense arising from any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your use of, or inability to use any ordered Alvero Solutions Product; (iii) your violation of any law, rule or regulation of the United States or any other country; (iv) any person’s or entity’s access and/or use of any ordered Alvero Solutions Product with your unique third-party right, including without Intellectual Property Rights username or password; (v) your violation of any limitation any right of privacy, publicity rights or you may not use, export, import, or transfer any ordered Alvero Solutions Product except as authorized by U.S. law, the laws of the jurisdiction in which you obtained or use such Alvero Solutions Product and any other applicable laws. In particular, but without limitation, Alvero Solutions Products may not be exported or reexported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Alvero Solutions Products you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that Alvero Solutions Products provided by us are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer any Alvero Solutions Product, either directly or indirectly, to any country in violation of such laws and regulations.

Representation and Warranties

You represent and warrant to us that: (i) you are eighteen (18) years of age or older; (ii) you are eligible to register and use any ordered Alvero Solutions Product and have the power, ability, and right to enter into a perform under this Agreement; (iii) the name used to create the User Account is your name or the name of your business under which you will utilize your ordered Alvero Solutions Product; (iv) you will not, directly or indirectly, use any Alvero Solutions Product for illegal, immoral or fraudulent activity or to interfere with any Alvero Solutions Product; (v) your use of any Alvero Solutions Product will comply with this Agreement.

No Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ANY ALVERO SOLUTIONS PRODUCT IS AT YOUR SOLE RISK AND THE ALVERO SOLUTIONS PRODUCTS AND ANY CONTENT OR INFORMATION PROVIDED BY ALVERO SOLUTIONS PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM ALVERO SOLUTIONS/SOURCERY WILL CREATE A WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE ALVERO SOLUTIONS PRODUCTS ARE RELIABLE, CORRECT, OR ACCURATE; THAT THE ALVERO SOLUTIONS PRODUCTS ARE VIRUS FREE OR CONTAIN NO HARMFUL COMPONENTS OR CODE; THAT THE ALVERO SOLUTIONS PRODUCTS WILL BE AVAILABLE AT ANY GIVEN TIME OR LOCATION, SECURE, OR UNINTERRUPTED; THAT THE ALVERO SOLUTIONS PRODUCTS WILL MEET YOUR REQUIREMENTS; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. ANY DOWNLOADED CONTENT THROUGH THE USE OF THE ALVERO SOLUTIONS PRODUCTS IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF INFORMATION THAT RESULTS FROM SUCH DOWNLOADS. IF PERMITTED IN OUR AGREEMENTS WITH THIRD-PARTY SUPPLIERS, WILL FLOW DOWN TO YOU ANY WARRANTIES APPLICABLE TO THE ALVERO SOLUTIONS PRODUCTS PROVIDED BY SUCH THIRD-PARTY SUPPLIERS. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ALVERO SOLUTIONS PRODUCTS ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH OR IN CONNECTION WITH THE ALVERO SOLUTIONS PRODUCTS (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY APPS, PRODUCTS AND SERVICES) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY.

Processing and Calculation Errors

You agree that we are not responsible for any monetary losses or damage that you may suffer while using the Alvero Solutions Products. It is your responsibility to verify that calculations made by the Alvero Solutions Products are correct and, if applicable, include the appropriate taxes, gratuities, and other fees. To the maximum extent permitted by applicable law, under no circumstances are we liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for lost profits, goodwill, use, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the Alvero Solutions Products you ordered. Under no circumstances will we be liable for any damage or loss resulting from hacking, tampering, or otherwise illegally tampering or using the Alvero Solutions Products you ordered, or your User Account, or the information contained therein. To the maximum extent permitted by applicable law, we assume no responsibility or liability for any (i) Any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (ii) any interruption or termination of communication to or from any Alvero Solutions Product;

(iii) any bugs, viruses, worms, trojan horses, or the like that may be transmitted to or through any ordered Alvero Solutions Product; (iv) any errors or missing information in any content or data or for any loss or damage incurred as a result of the use of any content or data posted, emailed, transferred, transmitted, or otherwise made available through any ordered Alvero Solutions Products; (v) User Content or the defamatory, offensive, or illegal conduct of any third-party. This limitation of liability section applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damages. ACCESS TO, AND USE OF, THE ALVERO SOLUTIONS PRODUCTS AND ANY WEBSITE OWNED OR OPERATED BY US IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE FEES PAID BY YOU TO US IN THE PRECEDING TWELVE (12) MONTHS OR (II) FIFTY U.S. DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IF YOU ARE NOT PAYING US DIRECTLY FOR A ALVERO SOLUTIONS PRODUCT BECAUSE YOU ARE FINANCING THROUGH OUR FINANCING PARTNER AS DESCRIBED IN THESE TERMS OF SERVICE OR OUR ORDER WITH YOU, THEN CLAUSE (A) ABOVE WILL BE THE AMOUNT YOU WOULD HAVE PAID US HAD YOU NOT FINANCED THROUGH OUR FINANCING PARTNER AND PAID US DIRECTLY. YOU AGREE THAT NEITHER WE OR OUR SUPPLIERS, FINANCING PARTNERS, NOR OUR LICENSORS WILL HAVE ANY LIABILITY OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING FROM OR RELATING TO THIS AGREEMENT.

IF YOU BECOME DISSATISFIED IN ANY WAY WITH ANY ORDERED ALVERO SOLUTIONS PRODUCT OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF SUCH ALVERO SOLUTIONS PRODUCTS. HOWEVER, THIS WILL NOT LIMIT YOUR OBLIGATION TO PAY AMOUNTS DUE OR PREVIOUSLY FINANCED OR ENTITLE YOU TO ANY REFUND. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Alvero Solutions/ SOURCERY AND YOU AND IN SUCH JURISDICTIONS, THE LIABILITY OF Alvero Solutions IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

No Warranties or Liability for Beta-Testing of New Alvero Solutions Offerings

From time to time, we may request, and you may agree (at your sole discretion) to beta-test new Alvero Solutions Products that we intend to release (each, a “New Offering”). During the period when you are beta-testing a New Offering, you agree to:

(i) Utilize the New Offering in the same manner in which you have used previous Alvero Solutions Products from us; (ii) Promptly notify us of any operational or other issues arising out of or related to your usage of the New Offering; and (iii) Make members of your staff reasonably available to assist us in trouble- shooting any operational, reporting, processing or other issues with a New Offering. You acknowledge and agree that we shall not be liable to you, your customers or other third-parties for consequential, exemplary, incidental, direct or indirect damages (including legal fees and expenses or cost of replacement) or loss of profits, data, goodwill or opportunities in connection with your beta-testing of a New Offering. You furthe

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