Alteon Platform Terms of Service

Alteon (“Alteon,” “we,” “us,” or “our”) provides each of the Alteon services described below (the “Alteon Services”) to you (“User,” “you,” or “your”) through the Alteon platform accessible at Alteon.io (the “Alteon Platform”), subject to these Alteon Platform Terms of Service (as amended from time to time, the “Terms of Service”). As used in these Terms of Service, references to the Alteon Platform shall be deemed to include all of the Alteon Services.

These Terms of Service apply to all of the Alteon Services provided through the Alteon Platform. Your use of each of the Alteon Services provided through the Alteon Platform is also subject to the additional terms applicable to each specific Alteon Service, as set forth below. Alteon currently makes the following Alteon Services available through the Alteon Platform:

Alteon Community: Alteon Community is a platform that enables creators with skills and experience related to [the entertainment industry and video content creation] (“Creator”) to offer related services to studios, production companies, agencies and other content developers and distributors (“Client”), and enables Clients to search for and identify Creators that have the skills and experience sought by Clients. In addition to the Terms of Service, your use of Alteon Community is subject to and governed by the Alteon Terms of Service.

Alteon Cloud: Alteon Cloud is a cloud-based service that enables multiple users to simultaneously access and develop, review, edit, organize and coordinate content and media. In addition to the Terms of Service, your use of Alteon Cloud is subject to and governed by the Alteon Terms of Service.

Alteon Pay: Alteon Pay offers Creators the ability to be paid upfront for services provided to Clients prior to the completion of the applicable services. In addition to the Terms of Service, your use of Alteon Pay is subject to and governed by the Alteon Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPT” AND/OR ACCESSING OR OTHERWISE USING THE ALTEON PLATFORM YOU AGREE TO THESE TERMS OF SERVICE. If at any time you do not accept the terms and conditions set forth in these Terms of Service, you must immediately stop using the Alteon Platform.

Notice regarding arbitration and dispute resolution: YOU AND ALTEON AGREE THAT ANY FUTURE DISPUTES BETWEEN YOU AND ALTEON WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, UNLESS YOU OPT-OUT IN ACCORDANCE WITH SECTION 21(f). UNLESS YOU OPT-OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 21(f) BELOW.

1. Updates to these Terms of Service. We may change, modify or amend these Terms of Service from time to time. In addition, you will be required to affirmatively accept the new Terms of Service the first time you log in to your user account after the new Terms of Service take effect. If you do not agree with the proposed changes, you should discontinue your use of the Alteon Platform prior to the time the new Terms of Service take effect. If you continue using the Alteon Platform after the new Terms of Service take effect, you will be bound by the modified Terms of Service.

2. Privacy Policy. In connection with your use of the Alteon Platform, please review our Privacy Policy, located at https://alteon.io/privacy-policy, to understand how we use information we collect from you when you access, visit or use the Alteon Platform. The Privacy Policy is part of and is governed by these Terms of Service and by agreeing to these Terms of Service, you agree to be bound by the terms of the Privacy Policy and agree that we may use information collected from you in accordance with its terms.

3. Affirmative Representations Regarding Your Use of the Alteon Platform. When you use the Alteon Platform, you represent that: (A) the information you submit as part of the registration process is truthful and accurate; (B) your use of the Alteon Platform does not violate any applicable law or regulation; and (C) you are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms of Service.

4. Registration. You will be required to register to use the Alteon Platform in order to access and use the Alteon Services. By registering to use the Alteon Platform, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration process and to maintain and promptly update your information to ensure that it remains true, accurate, current and complete at all times in connection with your use of the Alteon Platform.

5. User Account, Password and Security. When you register to use the Alteon Platform, you will create a single user account that can be used to access any of the Alteon Services provided through the Alteon Platform, however, by creating a user account, you are not obligated to use all of the Alteon Services made available through the Alteon Platform. In addition, there may be additional terms and conditions that are specific to an Alteon Service that will be provided to you at the time you elect to access and use the applicable Alteon Service. When you create a user account you will be required to select a username (personal email address) and password. You are responsible for maintaining the confidentiality of your username and password, and are fully responsible for any and all activities that occur under your user account. You agree to (A) immediately notify Alteon of any unauthorized use of your user account or any other breach of security relating to the Alteon Platform of which you become aware, and (B) ensure that you log out from your user account at the end of each session when accessing the Alteon Platform. Alteon will not be liable for any loss or damage arising from your failure to comply with this Section.

6. License to Use the Alteon Platform. Subject to your payment of the fees that are applicable to your use of the Alteon Platform, Alteon grants you a limited, revocable, non-exclusive, non-transferable right to receive, access and use the Alteon Platform for your internal personal and/or business purposes. With respect to any third party software or technology incorporated into or provided in connection with the Alteon Platform (“Embedded Software”), you are only authorized to use such Embedded Software in the manner incorporated into or provided in connection with the Alteon Platform, and not on a separate or stand-alone basis.

7. Subscriptions and Payment. EXCEPT AS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND ALTEON, YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE A PAID SUBSCRIPTION, YOUR PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL IT OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS OF SERVICE.

8. Free Account . If you choose to create a Free Account on the Alteon Platform (a “Free Account”), you will not be charged for use of the Alteon Platform, but you may be required to provide a valid payment account and billing information in order to sign up for the Free Account. If you sign up for a Free Account, you will be able to Upload a limited amount of storage. If you wish to Upload more than the Free Account storage allotment, you must upgrade to a Subscription Plan (as further described below) and purchase additional storage space. Use of the Alteon Cloud is subject to the download limits.

9. Free Account Cancellation. You can cancel your Free Account at any time by contacting us at [email protected]. Once your Free Account is cancelled, you will lose access to all User Content (as defined in Section 11) you have uploaded to the Alteon Platform.

10. Subscription Plans. If you select a desired subscription plan (“Subscription Plan”), you will be charged the applicable fees for the Subscription Plan you select, to the payment account that you provide to Alteon.

11. Automatic Renewal. Subscription Plans will automatically renew for recurring monthly periods, as authorized by you during the sign-up process for your Subscription Plan, unless you cancel your Subscription Plan in accordance with Section 7[e].

12. Subscription Plan Cancellation. You may cancel your Subscription Plan at any time by contacting us at [email protected]. Your account will be cancelled effective at the end of the billing cycle during which you cancel your Subscription Plan. Make sure you cancel prior to the beginning of a new billing cycle to avoid any unwanted charges. Once your account is cancelled at the end of the applicable billing cycle, you will lose access to the Alteon Platform and all User Content that you uploaded to the Alteon Platform. You agree and accept that you will not receive any refund for the applicable billing cycle during which you request a cancellation and that the cancellation request shall become effective at the end of the billing cycle in which the cancellation request is received by Alteon as required pursuant to this Section 7.

13. Modifications to the Alteon Platform. Alteon reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Alteon Platform (or any part thereof). Subject to Section 16, if Alteon intends to make any material modification to, or to suspend or discontinue a material portion of, any of the Alteon Platform, Alteon shall notify you at least thirty (30) days in advance of the date of the applicable modification, suspension, or discontinuance. You agree that Alteon will not be liable to you or to any third party for any modification, suspension or discontinuance of the Alteon Platform.

14. General Practices Regarding Use and Storage. You acknowledge that Alteon may establish general practices and limits concerning use of the Alteon Platform, including without limitation the maximum period of time that data or other content will be retained on the Alteon Platform and the maximum storage space that will be allotted on Alteon’s servers on your behalf. Except to the extent required by applicable law or as required pursuant to the terms relating to a specific Alteon Service, you agree that Alteon has no responsibility to store, maintain or provide you a copy of any User Content, and Alteon will not be liable for the deletion or failure to store User Content maintained by or Uploaded to the Alteon Platform.

15. Inactivity. You acknowledge that Alteon reserves the right to terminate accounts that are inactive for an extended period of time.

16. Prohibited Activities. You agree that, in connection with your use of the Alteon Platform, you will not:

17. Violate any applicable local, state, national or international law, or any regulations having the force of law;

18. Use the Alteon Platform for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Alteon Platform without our express written consent;

19. Transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Alteon Platform or the networks or services connected to the Alteon Platform, including without limitation, hacking into the Alteon Platform;

20. Impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;

21. Post on the Alteon Platform any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents;

22. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

23. Engage in data mining, robots, scraping or similar data gathering or extraction methods;

24. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Alteon Platform, or any portion thereof;

25. Further or promote any criminal activity or enterprise, or provide instructional information about illegal activities;

26. Circumvent, disable or otherwise interfere with security related features of the Alteon Platform or features that prevent or restrict use or copying of any Alteon Content (as defined in Section 12) or enforce limitations on use of the Alteon Platform or the Alteon Content on the Alteon Platform; or

27. Display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or Upload for any commercial purposes, any portion of the Alteon Platform, use of the Alteon Platform, or access to the Alteon Platform.

28. Rules Governing User Content. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“User Content”) that you upload, submit, post, publish or display, email or otherwise provide (collectively, “Upload”) in connection with the Alteon Platform. With respect to the User Content you Upload in connection with the Alteon Platform, you represent and warrant that:

29. Infringes any intellectual property or other proprietary rights of any party;

30. You do not have a right to Upload under any law or under contractual or fiduciary relationships;

31. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

32. Poses or creates a privacy or security risk to any person;

33. Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

34. Is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or

35. In the sole judgment of Alteon, is objectionable or which restricts or inhibits any other person from using or enjoying the Alteon Platform, or which may expose Alteon or its users to any harm or liability of any type.

36. Ownership of User Content. We do not claim any ownership rights in the User Content that you post on or through the Alteon Platform. After posting your User Content on the Alteon Platform, you continue to retain any rights you may have in your User Content, including any intellectual property rights or other proprietary rights associated with your User Content, subject to the license you grant to us below. For clarity, the license granted to us does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing.

37. Grant of License to User Content. By Uploading any User Content to the Alteon Platform, you hereby grant and will grant Alteon and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content solely to the extent necessary to provide the Alteon Platform to you.

38. Removal of User Content. You acknowledge that Alteon does not pre-screen User Content, but that Alteon and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is Uploaded to the Alteon Platform. Without limiting the foregoing, Alteon and its designees will have the right to remove any User Content that violates these Terms of Service or is deemed by Alteon, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with Uploading User Content to the Alteon Platform.

39. Rights in Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Alteon Platform (“Submissions”), provided by you to Alteon are non-confidential and Alteon will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

40. Required Disclosure. You acknowledge and agree that Alteon may preserve User Content and may also disclose User Content if disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms of Service; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Alteon, its users and the public. You understand that the technical processing and transmission of the Alteon Platform, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

41. Alteon Content, Software and Trademarks. You acknowledge and agree that the Alteon Platform may contain content or features (“Alteon Content”) that are owned or controlled by Alteon or its licensors and protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Alteon, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Alteon Platform or the Alteon Content, in whole or in part, except that the foregoing does not apply to your own User Content that you Upload to the Alteon Platform. Any use of the Alteon Platform or the Alteon Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Alteon Platform or distributed in connection therewith are the property of Alteon, our affiliates and our partners. The Alteon name and logos are trademarks and service marks of Alteon (collectively the “Alteon Trademarks”). Other product and service names and logos used and displayed through the Alteon Platform may be trademarks or service marks of third parties who may or may not endorse or be affiliated with or connected to Alteon. Nothing in these Terms of Service or the Alteon Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Alteon Trademarks displayed on the Alteon Platform, without our prior written permission in each instance. All goodwill generated from the use of Alteon Trademarks will insure to our exclusive benefit.

42. Our Management of the Service; User Disputes; Termination Rights

43. Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Alteon Platform for violations of these Terms of Service and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; (iii) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any User Content or any portion thereof; (iv) manage the Alteon Platform in a manner designed to protect our, our members, and third parties’ rights and property or to facilitate the proper functioning of the Service; and/or (v) terminate or block your use of the Alteon Platform for violating these Terms of Service.

44. User Disputes. You agree that you are solely responsible for your interactions with any other User in connection with the Alteon Platform and Alteon will have no liability or responsibility with respect thereto. Alteon reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Alteon Platform.

45. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY REMEDY WE MAY HAVE UNDER LAW OR IN EQUITY, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE ALTEON PLATFORM TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE, OR OF ANY APPLICABLE LAW OR REGULATION.

46. Mobile Services. The Alteon Platform may include certain services that are available through a mobile device, including (A) the ability to Upload content to the Alteon Platform through a mobile device, (B) the ability to browse the Alteon Platform from a mobile device and (C) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Alteon Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

47. Third Party Sites. The Alteon Platform may contain links to websites operated by third parties (“Third Party Sites”); however, we do not own or operate the Third Party Sites, and we have not reviewed, and cannot review, all of the material, including products or services, made available through Third Party Sites. The availability of these links on the Alteon Platform does not represent, warrant or imply that we endorse any Third Party Sites or any materials, opinions, products or services available on them. Third party materials accessed through or used by means of the Third Party Sites may also be protected by copyright and other intellectual property laws. THESE TERMS OF SERVICE DO NOT APPLY TO THIRD PARTY SITES. BEFORE VISITING A THIRD PARTY SITE THROUGH LINKS OR OTHER MEANS PROVIDED ON OR THROUGH THE ALTEON PLATFORM, YOU SHOULD REVIEW THE THIRD PARTY SITE’S TERMS AND CONDITIONS AND PRIVACY POLICY, AND INFORM YOURSELF OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD PARTY SITES.

48. Indemnity and Release. You agree to release, indemnify and hold Alteon and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your User Content, your interactions with any other User of the Alteon Platform, your violation of these Terms of Service, or your violation of any rights of any other person. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of an applicable Indemnitee.

49. Warranty Disclaimer; Limitation on Liability

50. Disclaimer of Warranties. YOUR USE OF THE ALTEON PLATFORM AND ANY AND ALL OF THE ALTEON SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ALTEON PLATFORM AND THE ALTEON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALTEON AND OUR THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BY OPERATING THE ALTEON PLATFORM WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY USER CONTENT OR ANY OTHER CONTENT, MATERIAL OR ITEMS AVAILABLE ON OR LINKED TO BY THE ALTEON PLATFORM, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR THAT WE BELIEVE USER CONTENT, ALTEON CONTENT, OR ANY OTHER CONTENT, MATERIAL OR ITEMS TO BE ACCURATE, USEFUL OR NON-HARMFUL. ALTEON MAKES NO WARRANTY THAT (I) THE ALTEON PLATFORM OR ANY OF THE ALTEON SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE ALTEON PLATFORM OR ANY OF THE ALTEON SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ALTEON PLATFORM OR ANY ALTEON SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ALTEON PLATFORM OR ALTEON SERVICES WILL MEET YOUR EXPECTATIONS.

51. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALTEON AND OUR THIRD PARTY SUPPLIERS ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF USER CONTENT, ALTEON CONTENT, OR ANY OTHER MATERIAL OR ITEMS (FOR CLARITY, ON OR OFF THE ALTEON PLATFORM) (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ALTEON PLATFORM, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ALTEON PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE ALTEON PLATFORM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, MATERIAL OR ITEMS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, MATERIAL OR ITEMS (INCLUDING WITHOUT LIMITATION USER CONTENT AND/OR ALTEON CONTENT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE ALTEON PLATFORM.

52. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALTEON AND OUR THIRD PARTY SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ALTEON OR AN APPLICABLE THIRD PARTY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE ALTEON PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE ALTEON PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE ALTEON PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE ALTEON PLATFORM. IN NO EVENT WILL ALTEON’S AND OUR THIRD PARTY SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ALTEON IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

53. Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ALTEON PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE ALTEON PLATFORM.

54. Waivers. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

55. Legal Disputes and Arbitration Agreement. Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

56. Initial Dispute Resolution. We are available by email at [email protected] to address any concerns you may have regarding your use of the Alteon Platform. Most concerns may be quickly resolved in this manner. Each of you and Alteon agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

57. Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 21(a) above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms of Service (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Alteon Platform shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable. You or Alteon may elect to appear at the arbitration by phone or, if you and Alteon both agree, to conduct it online, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.

58. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.

59. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.

60. Class Action and Class Arbitration Waiver. You and Alteon each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and Alteon each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 21(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

61. Exception - Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

62. Exception – California Private Attorneys General Act (PAGA) Action.Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.

63. 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 21(b) and 21(c) by sending written notice of your decision to opt-out by emailing us at. The notice must be sent within thirty (30) days of registering to use the Alteon Platform, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, Alteon also will not be bound by them.

64. Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 21(b) do not apply, of if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 21, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Palm Beach County, Florida (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Florida for any litigation other than small claims court actions. In the event of litigation relating to these Terms of Service or the Alteon Platform, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.

65. Notice to New Jersey Users. Notwithstanding any terms set forth in these Terms of Service, if any of the provisions set forth in Sections 16-21 are held unenforceable, void or inapplicable under New Jersey law, then any applicable provision shall not apply to you but the rest of these Terms of Service shall remain binding on you and Alteon. In addition, for New Jersey residents, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute. Notwithstanding any provision in these Terms of Service, nothing in these Terms of Service is intended to, nor shall it be deemed or construed to, limit any rights available to you under the Truth-in-Consumer Contract, Warranty and Notice Act.

66. Notice for California Users. Under California Civil Code Section 1789.3, users of the Alteon Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at: [email protected].

67. Special Notice for International Use; Export Controls. The software provided as part of the Alteon Platform may be subject to United States export controls. No software may be downloaded from the Alteon Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software provided as part of the Alteon Platform is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Alteon Platform, including as it concerns online conduct and acceptable content.

68. Entire Agreement. These Terms of Service, and any additional terms that are applicable to a specific Alteon Service, constitute the entire agreement between you and Alteon and govern your use of the Alteon Platform, superseding any prior agreements between you and Alteon with respect to the Alteon Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.

69. Governing Law. These Terms of Service will be governed by the laws of the State of Florida without regard to its conflict of law provisions.

70. Waiver. The failure of Alteon to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

71. Severability. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.

72. Assignment. You may not assign these Terms of Service without the prior written consent of Alteon, but Alteon may assign or transfer these Terms of Service, in whole or in part, without restriction.

73. Section References. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

74. No Modifications by Our Employees. If any of Alteon’s employees offers to modify these Terms of Service, he or she is not acting as an agent for us or speaking on Alteon’s behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on Alteon’s behalf.

75. Notices. Notices to you may be made via either email or regular mail. The Alteon Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Alteon Platform.

Questions? Concerns? Suggestions? Contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Alteon Platform.

Alteon Community Additional Terms

The terms set forth below (the “Alteon Community Terms”) apply to Users who elect to use Alteon Community. These Alteon Community Terms are intended to supplement the Terms of Service, and your use of Alteon Community shall be subject to and governed by both the Terms of Service and these Alteon Community Terms.

1. Platform. Alteon Community is intended solely as a platform to facilitate work opportunities between Creators and Clients. Alteon Community uses information and data provided by Creators in connection with Alteon Community to suggest work opportunities for Creators, recommend Creators for work opportunities offered by Clients, and provide related services. Alteon does not directly employ or engage any Creators or Clients, and no employment or independent contractor relationship will be created between Alteon and any Creator, or any Client, as a result of your use of Alteon Community.

2. User Profiles. As a Creator, you will have the ability to create an individual profile (your “User Profile”) that will be associated with your Alteon Community account. Your User Profile will consist of the information you use to register with the Alteon Platform, as well as any additional information about yourself that you choose to include as part of your User Profile. This additional information may include a profile photo, your industry expertise, your experience level, your education level, your desired pay rate, and the location(s) where you are available to provide services.

3. Right to Use Creator User Profile Information. If you have registered to use Alteon Community as a Creator, you agree that we may (A) use the information you provide as part of your User Profile to send you information about Client opportunities that may be of interest to you; and (B) display or provide your profile information to other Creators and Clients who may be interested in engaging you to provide services for them. As a Creator, you acknowledge and agree that your profile information may be searched and seen by other Creators and Clients and you agree that other Creators and Clients will have the right to contact you through the Alteon Community’s internal messaging service, as as at the email address that you provide as part of your User Profile.

4. User Interactions and Assumption of Risk. You understand and agree that Alteon Community is a platform that is intended to facilitate connecting Clients with Creators. Alteon does not, and cannot, confirm that any other User is who he/she/they claim to be. Alteon is not responsible for authenticating Clients or Creators and therefore it is each User’s responsibility to conduct the appropriate due diligence, including interviewing, performing background and reference checks on, verifying information provided by, and selecting Creators that meet Client’s requirements. However, as a Client, you may not require an individual Creator to provide information relating to his/her/their (A) racial or ethnic origin, (B) political beliefs, (C) religious beliefs, (D) membership of a trade union, (E) physical or mental health, or (F) gender identity. Alteon does not make any guarantee that Clients will be able to find Creators that meet a Client’s requirements through use of the Alteon Community, or that Creators will be able to find Clients that meet a Creator’s requirements. You assume all risks associated with other Users of Alteon Community with whom you come into contact. If you have any disputes or issues with any other User of the Alteon Community you agree to pursue any remedies directly with the applicable User and not with Alteon.

5. Agreements between Clients and Creators. Agreements entered into by and between Clients and Creators that are connected through Alteon Community are solely between the applicable Client and the applicable Creator. Alteon is not and does not become a party to, or other participant in, any contractual relationship between Clients and Creators. Alteon is not acting as an agent in any capacity for any party using Alteon Community. Except with respect to use of the Alteon Pay service, if applicable, all contractual and payment arrangements between Clients and Creators are the responsibility of the applicable parties, not Alteon.

Alteon Cloud Additional Terms

The terms set forth below (the “Alteon Cloud Terms”) apply to Users who elect to use Alteon Cloud. These Alteon Cloud Terms are intended to supplement the Terms of Service, and your use of Alteon Cloud shall be subject to and governed by both the Terms of Service and these Alteon Cloud Terms.

1. Access Limitations. You are prohibited from sharing your access credentials for the Alteon Cloud with individuals not constituting your employees, agents, or contractors who you authorize to use Alteon Cloud on your behalf (“Authorized Users”). You agree to use reasonable efforts to ensure that the Authorized Users use the Alteon Cloud in accordance with the Terms of Service and these Alteon Cloud Terms, and shall be responsible for any Authorized User’s breach of the applicable terms.

2. Storage Limits. Use of the Alteon Cloud is subject to the storage limits applicable to the Subscription Plan that you purchase. If, at any time while using the Alteon Cloud, you require storage space in addition to the amount made available to you, you may purchase additional storage space. If Alteon determines that your data usage is excessive or otherwise abusive, Alteon shall have the right to suspend your access to the Alteon Cloud until such time that the excessive use or abuse is remedied to Alteon’s reasonable satisfaction; provided that Alteon shall notify you prior to suspending access to the Alteon Cloud.

3. Downloads. Use of the Alteon Cloud is subject to the download limits applicable to your cloud storage subscription.

4. Network Connections. You will be solely responsible for procuring and maintaining network connections and telecommunications services as required for you and your Authorized Users to access and use Alteon Cloud, and all problems, conditions, delays, delivery failures and all other losses or damages arising from or relating to your network connections or telecommunications services.

5. Availability. Alteon will provide Alteon Cloud using appropriate hosting technology and database application servers in accordance with prevailing industry standards. Alteon shall use commercially reasonable efforts to make Alteon Cloud available 24 hours a day, 7 days a week, except for planned maintenance periods.

6. Security. Alteon shall keep in place and maintain reasonable and appropriate security systems, technologies and controls to ensure that User Content Uploaded to Alteon Content Manager is kept secure and prevent any unauthorized disclosure or use of User Content.

7. Support Services. Except as otherwise agreed by you and Alteon pursuant to a separate written agreement, Alteon will provide you with Alteon’s standard customer support services in accordance with the Alteon Cloud Support Terms located at https://alteon.io/terms-of-service, as the same may be amended or updated by Alteon from time to time.