Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Aletheia Reliability LLC ("Aletheia," "we," "us," or "our") and the organization or individual ("Client," "you," or "your") accessing or using the Aletheia RCFA platform and related services (collectively, the "Platform").

By accessing the Platform, creating an account, or authorizing users within your organization to access the Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Platform. Use of the Platform is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

2. Definitions

As used in these Terms:

• "Platform" means the Aletheia RCFA software-as-a-service application, accessible at app.aletheiarcfa.com, including all features, APIs, documentation, and related services provided by Aletheia.
• "Client" means the organization that has entered into an agreement with Aletheia to access the Platform, including any trial agreement or subscription agreement.
• "User" means any individual authorized by the Client to access and use the Platform on the Client's behalf.
• "Client Data" means all data, content, and information submitted to or generated through the Platform by Client or its Users, including investigation records, equipment data, failure descriptions, action items, attachments, and any other content entered into the Platform.
• "Subscription" means Client's paid or trial right to access and use the Platform during the applicable subscription or trial period.
• "Subscription Term" means the period during which Client has a valid Subscription, as specified in the applicable order form, trial agreement, or other written agreement between the parties.

3. Access and Use of the Platform

3.1 Grant of Access

Subject to these Terms and Client's timely payment of applicable fees (if any), Aletheia grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Client's internal business operations.

3.2 User Accounts

Client is responsible for:

• Ensuring that all Users are employees, contractors, or authorized representatives of Client
• Maintaining the confidentiality of all User credentials and account access
• All activities that occur under Client's account and any User accounts provisioned within Client's tenant
• Promptly notifying Aletheia of any unauthorized access or suspected security breach at legal@aletheiareliability.com

Aletheia reserves the right to suspend or terminate any User account that Aletheia reasonably believes has been compromised or is being used in violation of these Terms.

3.3 Acceptable Use

Client and its Users may not:

• Use the Platform for any purpose other than Client's internal business operations
• Attempt to gain unauthorized access to any portion of the Platform, other tenants' data, or Aletheia's infrastructure
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Reproduce, resell, sublicense, or otherwise transfer access to the Platform to any third party without Aletheia's prior written consent
• Upload or transmit any content that is unlawful, harmful, fraudulent, or that infringes the intellectual property rights of any third party
• Use the Platform in any manner that could damage, disable, overburden, or impair Aletheia's infrastructure or interfere with any other party's use of the Platform
• Use automated tools, scripts, or bots to access or scrape the Platform without Aletheia's prior written approval
• Use the Platform to process classified government information or data subject to export control regulations without Aletheia's prior written approval

3.4 Trial Access

If Client is accessing the Platform under a trial agreement, the following additional terms apply:

• Trial access is provided at no charge for the duration specified in the trial agreement
• Trial access is subject to usage limits as specified in the trial agreement, including limits on AI analysis calls, users, and sites
• Aletheia provides trial access "as-is" without any uptime, availability, or service level commitments
• Aletheia reserves the right to terminate trial access at any time with reasonable notice if Client materially violates these Terms
• Client Data created during a trial period will be retained for 30 days following trial expiration, after which it will be permanently deleted unless Client has converted to a paid Subscription

4. Client Data

4.1 Ownership

As between Aletheia and Client, Client retains all right, title, and interest in and to Client Data. Aletheia does not claim any ownership rights in Client Data.

4.2 License to Client Data

Client grants Aletheia a limited, non-exclusive license to access, process, store, and transmit Client Data solely to the extent necessary to provide the Platform services to Client. This license terminates upon deletion of Client Data in accordance with Section 7 (Data Retention and Deletion).

4.3 Client Responsibility for Data

Client is solely responsible for:

• The accuracy, quality, and legality of Client Data
• Ensuring Client has all necessary rights and permissions to submit Client Data to the Platform
• Ensuring Client Data does not include any information that Client is not authorized to process or share with Aletheia's subprocessors as described in the Privacy Policy
• Compliance with any industry-specific regulations applicable to Client's use of the Platform, including but not limited to food safety regulations, pharmaceutical GxP requirements, or occupational safety requirements

4.4 AI Processing of Client Data

The Platform uses artificial intelligence capabilities provided by OpenAI's API to analyze Client Data and generate recommendations. By using the Platform's AI features, Client acknowledges and agrees that:

• Client Data submitted for AI analysis will be transmitted to OpenAI's API for processing in accordance with Aletheia's Privacy Policy
• AI-generated outputs (including root cause candidates, follow-up questions, and action item recommendations) are analytical suggestions intended to support human decision-making and do not constitute professional engineering advice
• Client is solely responsible for reviewing, validating, and acting on any AI-generated output before implementing any corrective action
• Aletheia makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI-generated output

5. Intellectual Property

5.1 Aletheia's Intellectual Property

Aletheia retains all right, title, and interest in and to the Platform, including all software, algorithms, AI models, methodologies, user interfaces, documentation, and all intellectual property rights therein. These Terms do not grant Client any rights to Aletheia's intellectual property except the limited access rights expressly set forth in Section 3.1.

5.2 Feedback

If Client or its Users provide Aletheia with suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Client grants Aletheia a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Platform or Aletheia's other products and services without any obligation to Client.

5.3 Aggregate and Anonymized Data

Aletheia may collect and use aggregate, anonymized, and de-identified data derived from Client's use of the Platform ("Aggregate Data") for the purposes of improving the Platform, developing new features, and generating industry benchmarks. Aggregate Data will not identify Client or any individual User and will not constitute Client Data.

6. Fees and Payment

6.1 Trial Period

During any trial period, access to the Platform is provided at no charge subject to the usage limits and terms of the applicable trial agreement.

6.2 Paid Subscriptions

Upon conversion to a paid Subscription, fees will be as set forth in the applicable order form or Master Subscription Agreement. Unless otherwise agreed in writing:

• Subscription fees are billed annually in advance
• All fees are non-refundable except as expressly set forth in these Terms or the applicable agreement
• Aletheia reserves the right to adjust pricing upon no less than 60 days' written notice prior to the start of any renewal Subscription Term
• Client is responsible for all applicable taxes, duties, and levies associated with Client's Subscription

6.3 Late Payment

If Client fails to pay any undisputed fees when due, Aletheia may suspend Client's access to the Platform following 10 days' written notice. Aletheia reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

7. Data Retention and Deletion

Aletheia will retain Client Data for the duration of the Subscription Term. Upon expiration or termination of Client's Subscription:

• Client Data will remain accessible in read-only mode for 30 days following expiration or termination (the "Grace Period")
• Client may request an export of Client Data at any time during the active Subscription Term or Grace Period by contacting legal@aletheiareliability.com
• Following the Grace Period, Aletheia will permanently delete all Client Data from its systems within 30 days, unless Aletheia is required by applicable law to retain such data for a longer period
• Aletheia will confirm completion of deletion in writing upon Client's request

Client acknowledges that once Client Data is deleted following the Grace Period, it cannot be recovered. Client is responsible for exporting any Client Data it wishes to retain prior to the end of the Grace Period.

8. Confidentiality

8.1 Mutual Obligations

Each party ("Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

8.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms by the Receiving Party
• Was rightfully known to the Receiving Party prior to disclosure without restriction
• Is rightfully obtained by the Receiving Party from a third party without restriction
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information

8.3 Permitted Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate protection.

8.4 Client Data as Confidential Information

Aletheia treats all Client Data as Confidential Information of Client and will not use or disclose Client Data except as expressly permitted under these Terms and the Privacy Policy.

9. Warranties and Disclaimers

9.1 Aletheia's Warranties

Aletheia warrants that:

• It has the legal right and authority to enter into these Terms and to grant the rights set forth herein
• The Platform will perform materially in accordance with Aletheia's published documentation during the Subscription Term (excluding trial periods)
• Aletheia will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Client Data

9.2 Client's Warranties

Client warrants that:

• It has the legal right and authority to enter into these Terms
• It has all necessary rights to submit Client Data to the Platform
• Its use of the Platform will comply with all applicable laws and regulations

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ALETHEIA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALETHEIA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ENGINEERING, SAFETY, OR REGULATORY ADVICE.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO ALETHEIA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to: (a) a party's indemnification obligations under Section 11; (b) damages arising from a party's gross negligence or willful misconduct; (c) Client's payment obligations; or (d) Aletheia's unauthorized use or disclosure of Client Data.

11. Indemnification

11.1 By Aletheia

Aletheia will defend Client against any third-party claim alleging that the Platform, as provided by Aletheia and used in accordance with these Terms, infringes any third party's intellectual property rights, and will indemnify Client against any damages and costs awarded by a court of competent jurisdiction arising from such claim, provided that Client: (a) promptly notifies Aletheia in writing of the claim; (b) gives Aletheia sole control of the defense and settlement; and (c) provides reasonable cooperation to Aletheia at Aletheia's expense.

11.2 By Client

Client will defend, indemnify, and hold harmless Aletheia from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Data, including any claim that Client Data infringes any third party's rights; (b) Client's or any User's use of the Platform in violation of these Terms; or (c) Client's violation of any applicable law or regulation.

12. Term and Termination

12.1 Term

These Terms commence on the date Client first accesses the Platform and continue until the expiration or termination of all active Subscriptions.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice of the breach
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings

12.3 Termination for Convenience

Client may terminate these Terms at any time upon 30 days' written notice to Aletheia. Aletheia may terminate these Terms for convenience upon 60 days' written notice to Client. In the event of termination for convenience by Aletheia, Aletheia will refund any prepaid, unused fees covering the period after the termination effective date.

12.4 Effect of Termination

Upon termination or expiration of these Terms: (a) all Subscriptions and access rights granted to Client will immediately terminate; (b) each party will return or destroy the other party's Confidential Information upon written request; and (c) Client Data will be handled in accordance with Section 7. Sections 4.1, 5, 8, 9.3, 10, 11, 12.4, 13, and 14 will survive termination or expiration of these Terms.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms through good faith negotiation for a period of at least 30 days following written notice from the complaining party.

13.3 Jurisdiction

If informal resolution is unsuccessful, the parties consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington for the resolution of any dispute arising out of or related to these Terms. Each party waives any objection to the personal jurisdiction or venue of such courts.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, trial agreement, or Master Subscription Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings of the parties.

14.2 Amendments

Aletheia may update these Terms from time to time. Aletheia will provide at least 30 days' written notice of any material changes to Client IT administrators via email. Continued use of the Platform following the effective date of any update constitutes acceptance of the updated Terms. If Client does not accept the updated Terms, Client must discontinue use of the Platform and notify Aletheia to initiate data deletion.

14.3 Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without Aletheia's prior written consent. Aletheia may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Client. Any purported assignment in violation of this section is void.

14.4 Waiver

No waiver of any provision of these Terms will be effective unless in writing. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

14.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.6 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, government action, or failures of third-party infrastructure providers, provided that the affected party gives prompt written notice and uses reasonable efforts to resume performance.

14.7 Notices

All notices under these Terms must be in writing and will be deemed delivered when: (a) sent by email to the contact addresses on file for each party and acknowledged by the receiving party; or (b) delivered by a nationally recognized overnight courier. Notices to Aletheia should be sent to legal@aletheiareliability.com.

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

14.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.