Last updated on November 20, 2025.
This Master Subscription Agreement (“Agreement”) is between Alfalfa Technologies Inc. (“Alfalfa”) and the entity identified as “Customer” in the order form signed by Alfalfa and Customer, the checkout page on Alfalfa’s website, or the order confirmation email from Alfalfa, in each case referencing this Agreement (the “Order”). Alfalfa and Customer are each a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined in this Agreement will have the meanings set forth in the Order. The Parties hereto agree as follows:
Subject to the terms and conditions of this Agreement, Alfalfa will make available to Customer Alfalfa’s software-as-a-service platform accessible at https://www.getalfalfa.com, which provides services related to the evaluation and analysis of certain third-party general partners of investment firms, investment managers, and investment funds (“Investment Managers”) as identified in the applicable Order (each individually a “Service” and, collectively, the “Services”). Use of the Services may be subject to certain limitations, such as limits on the volume and type of queries that may be submitted to the Services by Customer or the number of reports that will be provided by the Services, as further described in the applicable Order.
Subscriptions to Services are purchased pursuant to the Order. The Order will identify the Services to which Customer is subscribing and, as applicable, the number of queries permitted, limitations around the structure or scope of data to be returned in response to queries, and the time period for which such Order applies.
During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order. The foregoing license includes the right to access, view, and use the reports, information, content, insights, and other materials made available through the Services from time to time (“Service Content”) for Customer’s internal business purposes.
“User” means an employee or contractor of Customer that Customer allows to use the applicable Alfalfa Technology on Customer’s behalf, using the mechanisms designated by Alfalfa (“Log-in Credentials”). Alfalfa shall not permit the total number of Users who have accessed or used the Alfalfa Technology during the Term to exceed the maximum User quantity specified in the applicable Order. Customer will not make available the Alfalfa Technology to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Alfalfa’s breach of this Agreement). Customer will promptly notify Alfalfa if it becomes aware of any compromise of any Log-in Credentials. Alfalfa may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Log-in Credentials in connection with Alfalfa’s provision of the Services or for Alfalfa’s internal business purposes.
Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Services, Service Content, or related content or technology provided by or on behalf of Alfalfa (collectively, “Alfalfa Technology”) to a third party (other than Users); (b) use the Alfalfa Technology to develop a similar or competing product or service or to provide products or services to a third party; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Alfalfa Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Alfalfa); (d) modify or create derivative works of the Alfalfa Technology or copy any element of the Alfalfa Technology; (e) remove or obscure any proprietary notices in the Alfalfa Technology; (f) publish benchmarks or performance information about the Alfalfa Technology; (g) interfere with the operation of the Alfalfa Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Alfalfa Technology; (h) transmit any viruses or other harmful materials to the Alfalfa Technology; (i) use the Alfalfa Technology to take any action that risks harm to others; (j) intentionally harm the security, availability, or integrity of the Alfalfa Technology; or (k) access or use the Alfalfa Technology in a manner that violates any relevant local, state, federal or international laws, regulations, caselaw, or conventions, including those related to data privacy or data transfer, international communications, or export of data (“Law”).
During the Term, Alfalfa will (a) offer the Services to Customer in accordance with Alfalfa’s then-current Service Level Agreement located athttps://www.getalfalfa.com/legal/service-level-agreement; and (b) use commercially reasonable efforts to support the Services in accordance with Alfalfa’s then-current Support Policy located at https://www.getalfalfa.com/legal/support-policy, in each case of (a) and (b) as may be updated from time to time.
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to the Customer Data and (b) Alfalfa and its licensors retain all of their rights in and to the Alfalfa Technology.
Customer hereby grants Alfalfa a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and Process any materials that Customer (including its Users) inputs or makes available to Alfalfa, including any queries submitted through the Services (collectively, “Customer Data”) solely as necessary: (a) to provide the Services and otherwise perform its obligations set forth in this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws. For the avoidance of doubt, Alfalfa does not train any artificial intelligence or machine learning models on Customer Data.
“Telemetry” means information, technical logs, data, metrics, and learnings generated from or related to Customer’s and Users’ use of the Services, such as feature usage, click-throughs, and dwell times, which information does not identify Users, Customer, or any natural human persons as the source thereof. Alfalfa may Process Telemetry for Alfalfa’s and its affiliates’ business purposes.
To the extent Alfalfa will Process Customer Data subject to applicable “Data Protection Law,” as such term is defined in the Alfalfa Data Processing Agreement located at https://www.getalfalfa.com/legal/data-processing-agreement (the “Data Processing Agreement”), in the provision of the Services to Customer, each Party will comply with its obligations in the Data Processing Agreement, which is incorporated into this Agreement by reference.
Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services, including those that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Alfalfa to Process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
Alfalfa may immediately suspend Customer’s access to any or all of the Alfalfa Technology if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Alfalfa suspend the Alfalfa Technology or otherwise may impose additional liability on the part of Alfalfa; or (d) Customer’s actions risk harm to any of Alfalfa’s other customers or the security, availability, or integrity of any of the Alfalfa Technology. Where practicable, Alfalfa will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).
The Services may support integration with third-party platforms, add-ons, services, or products not provided by Alfalfa (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Alfalfa does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Alfalfa Technology or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Alfalfa Technology, Customer authorizes Alfalfa to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Alfalfa use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Alfalfa to use such credentials on Customer’s behalf in connection with the provision of the Services.
Customer will pay the fees for the Alfalfa Technology set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for Order Renewal Terms are at Alfalfa's then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as may be set out in Section 9.2 (Product Warranty) and Section 13.4 (Mitigation).
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Alfalfa’s income tax (“Taxes”). Fees are exclusive of all Taxes.
Each Party represents, warrants, and covenants to the other Party that:
(a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
(b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
(c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;
(d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.
Alfalfa warrants to Customer that, during the Term, the Services will perform materially as described in the then-current applicable documentation made available to Customer by Alfalfa (“Documentation”) and Alfalfa will not materially decrease the overall functionality of the Services during the Term (the “Product Warranty”). If Alfalfa breaches the Product Warranty and Customer makes a written warranty claim identifying in reasonable detail the nature of the breach, then Alfalfa will use reasonable efforts to correct the breach and cause the Product Warranty to be satisfied. If Alfalfa cannot do so within 30 days after receipt of a warranty claim that satisfies the requirements of the immediately foregoing sentence, either Party may terminate the Agreement. Alfalfa will then refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. This Section sets forth Customer’s exclusive remedy and Alfalfa’s entire liability for breach of the Product Warranty.
Alfalfa represents and warrants to Customer that Alfalfa’s provision of the Services will comply with all laws and regulations applicable to Alfalfa in its delivery of the Services.
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 (MUTUAL WARRANTIES), 9.2 (PRODUCT WARRANTIES), AND 9.3 (COMPLIANCE WITH LAWS), THE ALFALFA TECHNOLOGY, ANY SUPPORT, OR TECHNICAL SERVICES, AND ALL OTHER ALFALFA SERVICES ARE PROVIDED “AS IS”. ALFALFA, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. ALFALFA DOES NOT WARRANT THAT CUSTOMER’S USE OF THE ALFALFA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. ALFALFA IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ALFALFA’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Services and Service Content are not professional advice; (b) the Services and Service Content may include inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Service Content and any other information Customer receives from the Services; and (d) due to the changing nature of Investment Managers and Third-Party Platforms, Alfalfa does not guarantee the Services will support or be compatible with specific Investment Managers and Third-Party Platforms. Notwithstanding anything to the contrary, the representations and warranties set forth in Sections 9.2 (Product Warranties) and 9.3 (Compliance with Laws) do not apply to: (i) issues caused by Customer Data; (ii) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (iii) issues in or caused by Investment Managers or Third-Party Platforms or other third-party systems; (iv) use of the applicable Alfalfa Technology other than in accordance with the Documentation; or (v) Trials and Betas (as described in Section 16) or other free or evaluation use of Alfalfa Technology.
The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term.
Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
Upon expiration or termination of this Agreement, Customer’s rights to access, and Alfalfa’s obligations to provide, the Alfalfa Technology will cease. Following the date of expiration or earlier termination of this Agreement, Alfalfa will promptly return or delete Customer Data and other Customer Confidential Information (defined below), provided that Alfalfa may retain copies of Customer Data and other Confidential Information (a) as expressly agreed upon by the Parties, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions.
These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Taxes), 9.4 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms) and any other sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.
To the extent Customer provides Alfalfa with feedback (including suggestions and comments for enhancements or functionality) regarding the Alfalfa Technology (including Service Content and underlying datasets used to prepare the same), or Alfalfa’s products, services, or other technology (“Feedback”), Alfalfa has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials.
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ALFALFA PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
“Excluded Claims” means: (a) either Party’s breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Data); and (b) either Party’s indemnification obligations under Section 13 (Indemnification).
The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Alfalfa will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees), or agreed in a settlement by Alfalfa, resulting from any third-party claim alleging that the Alfalfa Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret.
Customer will indemnify and hold harmless and, at Alfalfa’s request will defend, Alfalfa from and against any third-party claim, including any damages and costs awarded against Alfalfa (including reasonable attorneys’ fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Obligations), or (b) relating to Customer’s business practices or use of Service Content.
The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Alfalfa Technology, when Alfalfa is the indemnifying party).
In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Alfalfa determines necessary to avoid material liability, Alfalfa may at its option: (a) procure rights for Customer’s continued use of the applicable Alfalfa Technology; (b) replace or modify the allegedly infringing portion of the applicable Alfalfa Technology to avoid infringement or misappropriation without reducing such Alfalfa Technology’s overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
Alfalfa’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Alfalfa Technology or use of Alfalfa Technology in combination with items not provided by Alfalfa (including Third-Party Platforms or Customer Data); (b) to unauthorized use of the Alfalfa Technology; (c) if Customer settles or makes any admissions about a claim without Alfalfa’s prior consent; or (d) to Trials and Betas or other free or evaluation use.
THIS SECTION 13 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND ALFALFA’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Alfalfa’s Confidential Information includes the terms and conditions of this Agreement and the Alfalfa Technology (including any technical or performance information about the Alfalfa Technology). Customer’s Confidential Information includes Customer Data.
As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Alfalfa is the Recipient, Alfalfa may retain the Customer’s Confidential Information to the extent required to continue to provide the Alfalfa Technology as contemplated by this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Alfalfa, the subcontractors referenced in Section 18.10), provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
If Customer receives access to Alfalfa Technology or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Alfalfa (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Alfalfa may never release, and their features and performance information are Alfalfa’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALFALFA PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.
Alfalfa may include Customer and its trademarks in Alfalfa’s customer lists and promotional materials but will cease further use at Customer’s written request.
Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other Party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Delaware and both Parties submit to the personal jurisdiction of those courts.
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to 36 Cooper Square, Floor 6, New York, NY 10003 if to Alfalfa or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Alfalfa may also send operational notices to Customer by email or through the Services.
During the Term, Alfalfa will maintain insurance coverage with a reputable insurance provider licensed to do business in the United States, in the following amounts:
(a) Workers’ compensation insurance in the amounts required under applicable law;
(b) Commercial general liability insurance with limits of not less than $1,000,000 per occurrence; and
(c) Cyber liability insurance with limits of not less than $3,000,000 per occurrence.
Certain features of the Services are governed by additional product-specific terms which may be made available to Customer from time to time. Supplemental Terms governing any Services used by or made available to Customer are deemed incorporated into this Agreement.
This Agreement, including the Order, Supplemental Terms, the Data Processing Agreement, and other attachments referenced herein, is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by Alfalfa. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Alfalfa; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Alfalfa may from time to time notify Customer of updates to this Agreement (including by displaying a notification on the Services). Such updated version of this Agreement will become effective on a going forward basis at the start of the first Order Renewal Term occurring at least 60 days after the date on which Alfalfa provided such notice to Customer.
Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, change in Law, refusal of government license, or natural disaster.
Alfalfa may use subcontractors and permit them to exercise Alfalfa’s rights, but Alfalfa remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
The Parties are independent contractors, not agents, partners, or joint venturers.
Customer will comply with all relevant U.S. and foreign export and import Laws in using any Alfalfa Technology. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) 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; (b) agrees not to access or use the Alfalfa Technology in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
The Services may incorporate third-party open-source software (“OSS”), including as listed in the Documentation or otherwise disclosed by Alfalfa in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
Elements of the Alfalfa Technology may include commercial computer software. If the user or licensee of the Alfalfa Technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Alfalfa Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Alfalfa Technology was developed fully at private expense. All other use is prohibited.
Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) the terms of the Order; (b) the Supplemental Terms; and (c) any other provision of this Agreement.
For questions or concerns, contact us at:
support@getalfalfa.com