Terms of Service | Fairlead

IMPORTANT NOTICE: These Terms of Service contain a binding arbitration clause and class action waiver in Section 16. Please read them carefully.

These Terms of Service (“Terms”) constitute a legally binding agreement between Allyx, Inc., a Delaware corporation (“Allyx,” “we,” “us,” or “our”) and the entity or individual accepting these Terms (“Customer,” “you,” or “your”).

By clicking “I agree,” creating an account, or accessing or using the Allyx products, services, events, websites, and applications, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity and its Affiliates to these Terms, and “Customer” refers to that entity. The Service is intended for business use by entities and by individuals who are at least 18 years of age; by accepting these Terms you represent that you meet this requirement.

If you do not agree to these Terms, do not use the Services.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. “Control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

“Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services under Customer’s account.

“Customer Data” means all data, content, and information submitted to, collected by, accessed, or processed through the Services by or on behalf of Customer, including without limitation: application traces, logs, test session recordings, QA inputs and outputs, source code and repository contents accessed in connection with the Services (of which Allyx retains only Source Code Metadata, as described in Section 3.3), and Source Code Metadata.

“Documentation” means the technical and functional documentation for the Services made available by Allyx at website or as otherwise provided to Customer.

“Fairlead” or “Fairlead platform” or “Platform” means products, websites, applications, components, agents that Allix, Inc. Maintain and operate to provide Services.

“Manifest Error” means an obvious clerical, arithmetical, or computational error in Allyx’s metering records that is demonstrably inconsistent with the underlying raw delivery data, such as a duplication of a line item, a transposition of figures, or a failure to apply an agreed discount or rate, and expressly excludes any dispute as to whether a result was validly delivered or whether Allyx’s methodology for measuring outcomes is correct.

“Order Form” means a written or electronic order form, statement of work, or online checkout process that specifies the Service tier, fees, and other commercial terms agreed to by the parties.

“Products” means the individual products made available as part of the Fairlead platfrom, namely fairleadTest, fairleadFix, fairleadRebalance, fairleadReplay, and fairleadSelect (each a “Product”), together with any additional products Allyx may make available from time to time.

“Services” means products, services, events, websites, and applications provided by Allyx, Inc. as a part of Fairlead©️ platform or individually, together with all associated features, and any updates, enhancements, or modifications thereto.

“Source Code Metadata” means structural information derived from Customer’s source code repositories, including file paths, class and method names, test names, commit hashes, coverage information, etc., but expressly excluding raw source code content.

“Subscription Term” means the period during which Customer has subscribed to the Services, as specified in the applicable Order Form or, for self-serve accounts, as indicated in the account dashboard.

2. Access to the Services

2.1 License Grant

Subject to Customer’s compliance with these Terms and timely payment of all applicable fees, Allyx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation.

2.2 Authorized Users

Customer may permit Authorized Users to access and use the Services. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with these Terms. Customer shall promptly notify Allyx of any unauthorized access to or use of the Services.

2.3 Restrictions

Customer shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Services or Documentation;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Services;

(d) use the Services to develop or offer a product or service that competes with the Services, benchmark the Services against a third-party product, or use any output of the Services to train, develop, or improve a competing or substitute machine-learning model, product, or service;

(e) use the Services for timesharing, service bureau, or other commercial hosting purposes;

(f) remove, alter, or obscure any proprietary notices, labels, or marks on the Services or Documentation;

(g) use the Services in violation of any applicable law, regulation, or these Terms;

(h) use the Services in any manner that could damage, disable, overburden, or impair Allyx’s infrastructure and systems; or

(i) use the Services in connection with any high-risk activity or system where failure or error could lead to death, personal injury, or severe physical or environmental damage (including medical, aerospace, nuclear, weapons, or autonomous-vehicle systems).

2.4 Third-Party Services and Customer-Provided Access

To use certain features, Customer connects, or provides Allyx with access to, Customer’s own systems and third-party services, which may include source code repositories, CI/CD systems, issue and ticket trackers (such as Jira or GitHub Issues), and target application environments (including by installing Allyx’s instrumentation agent and a secure tunnel) (collectively, “Customer Systems and Integrations”).

Customer is solely responsible for: (a) obtaining and maintaining the third-party services, accounts, licenses, and consents required to connect them to the Services; (b) installing, configuring, and maintaining the connectivity, credentials, and access scopes that Allyx needs to perform the Services; and (c) the security and configuration of the access it grants. Customer represents and warrants that it has all rights and authority necessary to grant Allyx access to the Customer Systems and Integrations and to authorize the actions described in these Terms.

Allyx is not responsible for any third-party service, or for any failure, unavailability, or change of a third-party service, or for any act or omission of a third-party service provider. Customer’s use of a third-party service is governed by that provider’s terms.

Customer is responsible for obtaining, maintaining, and supporting all internet connectivity, equipment, and ancillary services needed to connect to and use the Services, including the connectivity required to establish and maintain the secure tunnel and instrumentation agent described in this Section 2.4. Customer and its Authorized Users must maintain the security of their account credentials and keep credentials confidential.

2.5 Beta, Trial, and Evaluation Use

Allyx may make the Services, or certain features or Products, available on a free, trial, beta, evaluation, or early-access basis (“Evaluation Use”). Evaluation Use is permitted only for Customer’s internal evaluation and may be modified, suspended, or discontinued at any time. Notwithstanding any other provision of these Terms, Evaluation Use is provided “AS IS” and “AS AVAILABLE,” without any warranty, support, indemnification, or service-level commitment, and Allyx’s total liability arising from or relating to Evaluation Use shall not exceed one hundred U.S. dollars (US $100).

3. Customer Data

3.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Allyx acquires no ownership rights in Customer Data.

3.2 License to Process Customer Data

Customer hereby grants Allyx a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Services during the Subscription Term, and as otherwise expressly permitted in these Terms.

3.3 Source Code Access

To enable certain features of the Fairlead platform (including, but not limited, fairleadSelect, fairleadRebalance, and fairleadFix), Customer may connect Customer’s source code repositories to the Services. Customer grants Allyx read access to the connected repositories solely for the purpose of delivering the Services. This read access includes periodic re-analysis of the repository as needed to recalculate test coverage and keep fairleadSelect results current. Allyx’s write access is limited to: (a) pushing feature branches to Customer’s repository; and (b) creating pull requests for Customer’s review, in each case only when Customer initiates a fairleadFix workflow or other products that require such action.

Allyx does not retain raw source code. Allyx retains only Source Code Metadata (file paths, class and method names, and commit hashes) in its systems, and only to the extent necessary to maintain coverage analysis and fairleadSelect and fairleadTest functionality.

3.4 Session Recording

Certain Services features (including fairleadReplay and fairleadFix) operate by recording the interactions that occur during QA test sessions, reproductions conducted by Customer’s personnel or e2e tests executions. These recordings may capture the full range of information available in the browser developer tools and the instrumented environment, including network requests and responses (and their headers and contents), cookies and authentication tokens, console logs, user inputs, and application responses returned from Customer’s backend systems (collectively, “Session Recordings”). Customer acknowledges and consents to this recording as an inherent part of the Services. Customer is solely responsible for ensuring that Session Recordings are conducted in environments and with data for which Customer has all necessary rights and authorizations under applicable law.

3.5 Customer Responsibilities Regarding Data

Customer represents and warrants that:

(a) Customer has all rights, licenses, and consents necessary to submit Customer Data to the Services and to authorize Allyx to process it as described in these Terms;

(b) Customer Data and Customer’s use of the Services do not and will not violate any applicable law, regulation, or third-party right, including any data protection or privacy law; and

(c) Customer will not submit to the Service any special categories of sensitive personal data (as defined under applicable data protection law, including health, biometric, financial account credentials, or government identification numbers) unless Customer has entered into a separate written agreement with Allyx authorizing such use.

3.6 No Use for AI Training

Allyx will not use Customer Data to train, fine-tune, or improve any artificial intelligence or machine learning model, whether proprietary to Allyx or operated by a third party. Allyx may use aggregated, de-identified metrics derived from the Services (which do not contain Customer Data content) to improve the functionality and performance of the Services.

3.7 Data Retention and Deletion

During the Subscription Term, Allyx will retain Customer Data in accordance with the retention period specified in the applicable Order Form.

Upon termination or expiration of the Subscription Term, Allyx will, within thirty (30) days of the termination or expiration date, start irreversibly deleting all Customer Data from its systems and complete such deletion within sixty (60) days of the termination or expiration date, unless longer retention is required by applicable law.

3.8 Test Execution and Environment Interaction

To deliver the Services, Allyx executes generated tests, scenarios, and replays recorded sessions against the environment selected and connected by Customer (via the Customer-established secure tunnel or other connectivity provided by Customer). Customer acknowledges and agrees that such execution involves automated interaction with Customer’s application and may create, modify, or delete data in the target environment, including by replicating the actions performed during recorded sessions. Customer is solely responsible for selecting the target environment, for providing any credentials required for test execution, and for all effects of test execution on that environment and the data within it. Allyx requires that Customer use strictly non-production environments to avoid data leakage and advises against instrumenting high-load environments. Customer authorizes Allyx to access and interact with the selected environment, using Customer-provided credentials, solely as necessary to perform the Services.

4. Intellectual Property

4.1 Allyx IP

Allyx retains all right, title, and interest in and to the Services, the Platform, the Products, the Documentation, all underlying software, algorithms, models, interfaces, and any improvements, enhancements, or modifications thereto, including all intellectual property rights. These Terms do not convey any ownership interest in the Services or the Products to Customer.

“Allyx”, the Platform and the Product names (including fairleadTest, fairleadFix, fairleadRebalance, fairleadReplay, and fairleadSelect) and associated logos are trademarks of Allyx, Inc. Customer is granted no right or license to use any Allyx or Product trademark except as expressly authorized in writing by Allyx.

4.2 Feedback

If Customer provides Allyx with feedback, suggestions, or ideas regarding the Services (“Feedback”), Customer grants Allyx a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without restriction, attribution, or compensation to Customer.

4.3 Aggregated Data

Allyx may collect and use aggregated, anonymized data about Services usage and performance, provided that such data does not identify Customer or any individual. Allyx retains all rights in such aggregated data.

4.4 Ownership of Deliverables

Notwithstanding Section 4.1, and as between the parties, Customer owns, upon delivery, all artifacts that Allyx delivers to Customer through the Services (collectively, “Deliverables”). Deliverables consist of: (a) generated source code, such as test code and bug-fix changes (diffs), delivered by pushing branches and opening pull requests in Customer’s repositories; (b) pull-request comments and bug or ticket descriptions delivered into Customer’s repositories or trackers; and (c) fairleadSelect outputs, such as lists of test names or identifiers returned through the Services or its APIs. Deliverables are delivered as plain code and content, and Allyx does not embed any Allyx software, libraries, frameworks, or tooling into the Deliverables. Accordingly, Customer’s ownership of the Deliverables is not subject to any license-back of Allyx components.

Customer’s ownership of the Deliverables does not grant Customer any right in the Services, the Platform, the Products, the AI workers, models, methods, methodologies, approaches or any other Allyx intellectual property used to produce the Deliverables, all of which remain Allyx’s exclusive property under Section 4.1. Allyx further retains all rights in its general knowledge, skills, techniques, and know-how, including any improvements thereto developed in the course of providing the Services.

5. Fees and Payment

5.1 Outcome-Based Fees

Allyx charges for the Services on an outcome basis. Except for usage-based Products and committed-volume tiers described below, Fees are incurred upon Allyx’s delivery of a result, including, as applicable: (a) each delivered test; (b) each delivered bug description; (c) each delivered bug fix; and (d) each replayed test. For fairleadSelect, Fees are charged on a usage basis (for example, per volume of requests per month). The applicable Fees, rates, and units are set forth in the applicable Order Form or Allyx’s then-current pricing page. All Fees are quoted in U.S. dollars unless otherwise specified.

A result is “delivered” when Allyx makes it available to Customer, including by opening a pull request, creating a ticket, or returning a result through the Services. Fees are earned upon delivery and are not contingent on Customer’s acceptance, review, merger of a pull request, or use of the result. A delivered result that Customer declines, does not merge, or otherwise rejects remains a delivered result and is chargeable.

5.2 Committed-Volume Tiers

Customer may subscribe to a committed-volume tier offering discounted per-outcome pricing in exchange for a minimum committed volume or spend over the applicable period, as set forth in the Order Form. Committed amounts are payable in full regardless of actual usage. Usage exceeding the committed volume is billed at the applicable tier or overage rate. Unused committed volume does not carry over to a subsequent period unless expressly stated in the Order Form.

5.3 Quality and Remediation

If Customer is dissatisfied with the quality of a delivered result, Customer’s sole and exclusive remedy is to submit a support ticket, and Allyx will work in good faith to remediate the result (for example, by revising or regenerating it). Notwithstanding Section 8, dissatisfaction with, rejection of, or failure to use a delivered result does not entitle Customer to a refund or credit and does not waive the Fee for that result, except as Allyx may expressly agree in writing.

5.4 Payment Processing

Fees are processed through QuickBooks Payments or such other payment processor as Allyx may designate from time to time. Allyx does not store Customer credit card information. Payment processing is subject to the terms of the applicable payment processor.

Customer represents and warrants that: (a) the payment information Customer provides is accurate and complete; (b) Customer is authorized to use the selected payment method; (c) all charges incurred by Customer will be honored by Customer’s payment provider; and (d) Customer will pay all Fees and applicable taxes in accordance with these Terms. Customer agrees to keep its payment and contact information current.

5.5 Invoicing and Payment Terms

Outcome-based and usage-based Fees are invoiced monthly in arrears based on the results delivered and usage metered during the period. Committed-volume tier Fees are invoiced in advance for each committed period. Payment is due within thirty (30) days of the invoice date unless otherwise specified in the Order Form.

5.6 Late Payment

Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower). Allyx reserves the right to suspend Customer’s access to the Services upon thirty (30) days’ written notice if any Fees remain unpaid after the due date (or immediately if payment by credit card fails and is not cured within ten (10) days).

5.7 Taxes

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. Customer is responsible for paying all applicable taxes (including VAT, GST, sales tax, and withholding taxes) arising from these Terms, excluding only taxes assessed on Allyx’s net income.

5.8 Non-Refundable

Except as expressly set forth in these Terms or required by applicable law, all Fees paid are non-refundable.

5.9 Billing Disputes and Chargebacks

Customer must notify Allyx in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date, and the parties will work in good faith to resolve the dispute. Customer shall not initiate a payment-card chargeback or payment reversal for any amount owed without first following this billing-dispute process. Amounts that are charged back or reversed for properly delivered results remain due and payable.

5.10 Price Changes

Allyx may change its Fees at any time with at least thirty (30) days’ notice to Customer prior to the next billing period. Customer’s continued use of the Services after the effective date of a price change constitutes acceptance. If Customer does not agree to the new pricing, Customer may terminate the Services as provided in Section 7.

5.11 Metering and Records

Allyx meters the delivered outcomes and usage that determine Fees. Allyx’s records of delivered outcomes and metered usage are the authoritative basis for invoicing, absent Manifest Error. Allyx will make summary metering information available to Customer on reasonable request, and the parties will resolve any good-faith metering discrepancy in accordance with Section 5.9.

6. Confidentiality

6.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with these Terms 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. Allyx’s Confidential Information includes the Services, pricing, and product roadmap. Customer’s Confidential Information includes Customer Data and source code. For the avoidance of doubt, Customer’s source code (to the extent accessed under Section 3.3) is Customer’s Confidential Information and is subject to the highest degree of protection under this Section.

6.2 Obligations

The Receiving Party shall: (a) use Confidential Information only for purposes of exercising its rights or fulfilling its obligations under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and not less than reasonable care; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its and its Affiliates’ employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Section.

6.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information.

6.4 Required Disclosure

If the Receiving Party is required to disclose Confidential Information by law or court order, it shall, to the extent legally permitted, provide the Disclosing Party with prompt prior written notice and cooperate with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy.

6.5 Survival

The obligations in this Section 6 survive termination or expiration of these Terms for a period of five (5) years, except with respect to trade secrets, for which the obligations survive indefinitely.

7. Term and Termination

7.1 Term

These Terms commence on the date Customer first accepts them and continue until all Subscription Terms have expired or been terminated.

7.2 Subscription Term and Renewal

Each Subscription Term renews automatically for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

7.3 Termination for Cause

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

(a) the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail (or immediately for breaches not capable of cure, including breach of Section 2.3 or Section 6); or

(b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

In addition to the foregoing, Allyx may terminate these Terms upon thirty (30) days’ written notice if Customer’s actions, conduct, or use of the Services, in Allyx’s reasonable judgment, pose material reputational, legal, or operational risks to Allyx or other users of the Services.

7.4 Effect of Termination

Upon termination or expiration of these Terms: (a) all licenses granted to Customer immediately terminate; (b) Customer shall cease all use of the Services; (c) each party shall, upon request, promptly return or destroy the other party’s Confidential Information; (d) Customer may export Customer Data during the thirty (30) day export window described in Section 3.7; and (e) all accrued payment obligations survive termination.

If Allyx terminates for Customer’s material breach, all Fees for the remaining Subscription Term become immediately due and payable. If Allyx terminates for its own material breach, Allyx will refund any prepaid Fees covering the period after the termination date.

7.5 Suspension

Allyx may suspend Customer’s or an Authorized User’s access to all or part of the Services, with notice where practicable, if Allyx reasonably determines that: (a) there is a material security risk to the Services, Allyx, or other customers; (b) Customer has materially breached these Terms or the Acceptable Use Policy; (c) Customer’s use threatens the security, integrity, or availability of the Services; (d) suspension is required by law or to respond to a legal or governmental request; or (e) Fees are overdue as provided in Section 5.6. Allyx will limit the scope and duration of a suspension to what it reasonably considers necessary and will restore access promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations. Notwithstanding clause (e) above, Allyx will not suspend Customer’s access solely for non-payment if Customer is actively disputing the relevant charges in good faith in accordance with Section 5.9 and is cooperating to resolve the dispute.

7.6 Survival

The following Sections survive termination or expiration: 1, 3.1, 3.6, 3.7, 4, 5 (for accrued obligations), 6, 7.4, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17.

8. Warranties

8.1 Limited Warranty (Order Form Customers Only)

This Section 8.1 applies only to Customer entities that have executed an Order Form with Allyx. For such customers, Allyx warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term when used as intended and in accordance with these Terms. This warranty does not apply to self-serve customers (those without an executed Order Form), for whom the Services is provided solely on an “AS IS” and “AS AVAILABLE” basis under Section 8.3.

8.2 Exclusive Remedy

Where the warranty in Section 8.1 applies and the Services fails to conform to it, Customer’s exclusive remedy, and Allyx’s entire liability, is for Allyx to use commercially reasonable efforts to correct the non-conformance. If Allyx cannot correct a material non-conformance within thirty (30) days after receipt of written notice from Customer, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unexpired portion.

8.3 Disclaimers

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1 (WHICH APPLIES ONLY TO CUSTOMERS WITH AN EXECUTED ORDER FORM), THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ALLYX AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ALLYX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

8.4 Service Levels

The Services are provided without any service-level or uptime commitment unless a specific service-level agreement is set forth in an applicable Order Form. Allyx may perform scheduled or emergency maintenance from time to time and will use commercially reasonable efforts to limit any resulting disruption.

9. Indemnification

9.1 Indemnification by Allyx

Allyx shall defend Customer against any third-party claim alleging that the Services, as provided by Allyx and used in accordance with these Terms, infringes any patent, copyright, trademark, or trade secret of a third party, and shall indemnify Customer for all damages, costs, and reasonable attorneys’ fees finally awarded by a court or agreed in settlement.

If the Service becomes, or in Allyx’s opinion is likely to become, the subject of an infringement claim, Allyx may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services so that it is non-infringing while substantially preserving its functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Services and refund any prepaid Fees for the unused portion. This Section 9.1 states Allyx’s entire liability, and Customer’s sole and exclusive remedy, for any claim of intellectual-property infringement.

Allyx’s obligations under this Section do not apply to the extent a claim arises from: (a) Customer Data; (b) Customer’s modification of the Services; (c) Customer’s combination of the Services with products, data, or services not provided by Allyx; (d) Customer’s use of the Services after receiving notice to discontinue; (e) Customer’s breach of these Terms; (f) the Deliverables or any AI Output (as defined in Section 17), which are addressed in Section 17; or (g) any combination, modification, or use of a Deliverable by or on behalf of Customer.

9.2 Indemnification by Customer

Customer shall defend Allyx and its Affiliates, and each of their respective officers, directors, employees, contractors, and agents, against any third-party claim arising from: (a) Customer Data, including any allegation that Customer Data infringes a third-party right or violates any applicable law; (b) Customer’s or any Authorized User’s use of the Services in violation of these Terms; (c) any violation of applicable data protection law by Customer in connection with its use of the Services; or (d) any third-party claim arising from content Customer submits through Session Recordings. Customer shall indemnify Allyx for all damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement.

9.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes liability or obligation on the indemnified party without prior written consent. The indemnified party may participate in the defense at its own expense.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF CAUSE AND REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ALLYX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The exclusions and limitations in Sections 10.1 and 10.2 do not apply to: (a) Customer’s payment obligations under Section 5; (b) damages caused by fraud or willful misconduct; or (c) Customer’s breach of the license scope or use restrictions in Section 2 (including Section 2.3).

10.4 Basis of Bargain

The parties acknowledge that the limitations in this Section 10 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Allyx would not enter into these Terms without these limitations.

11. Data Protection

To the extent Allyx processes personal data on Customer’s behalf in connection with the Services, such processing is governed by Allyx’s Data Processing Agreement (“DPA”), which is incorporated into and forms part of these Terms. For enterprise customers, the DPA is available as a separately executed agreement. For self-serve customers, the DPA is made available at fairleadhq.com/legal/dpa and is incorporated by reference into these Terms.

Nothing in these Terms shall be interpreted to conflict with the DPA; in the event of a conflict, the DPA shall prevail with respect to data protection matters.

12. Security

Allyx implements and maintains commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, disclosure, or destruction. These measures include encryption of Customer Data in transit (TLS) and at rest (AES-256).

Allyx shall notify Customer in writing of any confirmed unauthorized access to Customer Data and shall provide reasonable cooperation in Customer’s investigation and mitigation. Where such an event constitutes a Security Incident affecting personal data, Allyx’s notification obligations and timelines are governed by the DPA (including the seventy-two (72) hour notification commitment), which controls in the event of any conflict with this Section.

Customer is responsible for maintaining the security of its account credentials and for all activity that occurs under Customer’s account.

13. Acceptable Use

Customer’s use of the Services is subject to Allyx’s Acceptable Use Policy, available at fairleadhq.com/legal/aup, which is incorporated into these Terms by reference. In the event of a conflict between the Acceptable Use Policy and these Terms, these Terms control.

14. Changes to the Service and Terms

14.1 Changes to the Service

Allyx may modify, update, or discontinue features of the Services at any time. Allyx will use commercially reasonable efforts to provide advance notice of material discontinuations that adversely affect Customer.

14.2 Changes to These Terms

Allyx may update these Terms from time to time. For self-serve customers, Allyx will provide at least thirty (30) days’ prior notice of material changes via email or in-product notification. Continued use of the Services after the effective date of any change constitutes acceptance. If Customer objects to a material change, Customer’s sole remedy is to terminate the Services as provided in Section 7 before the effective date of the change.

Enterprise customers with executed Order Forms are not subject to material changes to these Terms until the expiration or renewal of their then-current Subscription Term.

15. General Provisions

15.1 Entire Agreement

These Terms, together with all Order Forms, the DPA, the Acceptable Use Policy, the Privacy Policy, and any other policies incorporated by reference, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings relating to the same subject matter. These Terms apply to the exclusion of, and Allyx expressly rejects, any additional or conflicting terms in a Customer purchase order, vendor-onboarding form, or similar document, which have no effect even if Allyx accepts payment referencing them.

15.2 Order of Precedence

In the event of a conflict, the order of precedence is: (1) the executed Order Form; (2) the DPA (for data protection matters); (3) these Terms; (4) the Acceptable Use Policy.

15.3 Assignment

Customer may not assign or transfer these Terms or any rights hereunder without Allyx’s prior written consent, except that Customer may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided that (a) the assignee is not a competitor of Allyx and (b) Customer provides Allyx with written notice of the assignment prior to its effectiveness. Allyx may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale. Any purported assignment in violation of this Section is void.

15.4 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, pandemics, power outages, or internet disruptions, provided that the affected party gives prompt written notice and uses reasonable efforts to resume performance. Notwithstanding the foregoing, a party’s obligation to pay any amounts already due and owing under these Terms is not excused by a force majeure event.

15.5 Waiver and Severability

Failure to enforce any provision of these Terms is not a waiver of that right. If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.6 Notices

Notices to Allyx shall be sent to: legal@fairleadhq.com. Notices to Customer shall be sent to the email address associated with Customer’s account. Notices are effective upon receipt.

15.7 Relationship of the Parties

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

15.8 Compliance with Laws

Allyx will comply with all applicable U.S. federal and state laws and regulations in its operation and provision of the Services, and reserves the right to disclose information as necessary to comply with applicable legal obligations. Customer shall comply with all applicable laws and regulations governing Customer’s use of the Services, including all applicable export control and sanctions laws. Customer represents that it is not on any U.S. government restricted parties list and will not use the Services in any country subject to U.S. embargo.

15.9 U.S. Government Rights

If Customer is a U.S. government entity, the Services is “commercial computer software” and “commercial computer software documentation” as those terms are defined in 48 C.F.R. § 2.101, and the government’s rights in the Services are limited to those granted to all other customers under these Terms.

15.10 Publicity

Allyx may identify Customer as a customer and use Customer’s name and logo in Allyx’s customer lists and marketing materials, in accordance with any trademark usage guidelines Customer provides to Allyx. Customer may opt out of, or revoke, this use at any time by written notice to Allyx, which will apply prospectively.

15.11 No Third-Party Beneficiaries

Nothing in these Terms, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

15.12 Limitation Period on Claims

Except for claims arising from non-payment of Fees or breach of a party’s intellectual property or confidentiality obligations, no action arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action first accrued.

15.13 Counterparts

These Terms, together with any Order Form, may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument. Electronic signatures shall be deemed equivalent to original signatures for all purposes.

15.14 Authority

Each party represents and warrants that it has full legal authority to enter into these Terms and to be bound by its obligations hereunder. Customer further represents and warrants that it has the authority to bind its Affiliates to these Terms and will ensure their compliance with these Terms.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. These Terms are for the provision of services and not a sale of goods. The Uniform Commercial Code, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.

16.2 Enterprise Customers — Court Jurisdiction

For Customer entities that have executed an Order Form with Allyx, any dispute arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party irrevocably consents to such jurisdiction.

16.3 Pre-Arbitration Escalation

Before either party may initiate arbitration under Section 16.4 or file for litigation under Section 16.2 (except for claims seeking emergency equitable relief under Section 16.5), the party seeking to resolve the dispute must deliver written notice to the other party describing the nature of the dispute and the relief sought (a “Notice of Dispute”). Within ten (10) business days of delivery of the Notice of Dispute, senior representatives of each party with authority to resolve the matter shall meet by telephone or videoconference and attempt in good faith to negotiate a resolution. If the dispute is not resolved within twenty (20) business days of the date of the Notice of Dispute (or such longer period as the parties may agree in writing), either party may pursue the applicable remedies set forth in this Section 16.

16.4 Self-Serve Customers — Binding Arbitration

For Customer individuals or entities accessing the Services through a self-serve account (without an executed Order Form), any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, with the arbitration conducted in Boca Raton, Florida (or by videoconference at the request of either party). Judgment on the arbitration award may be entered in any court of competent jurisdiction. The parties expressly waive any right to a jury trial.

CLASS ACTION WAIVER: CUSTOMER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION IN CONNECTION WITH ANY DISPUTE ARISING UNDER THESE TERMS.

16.5 Small Claims; Equitable Relief

Nothing in this Section prevents either party from seeking relief in small claims court for disputes within that court’s jurisdiction, or from seeking emergency equitable relief (including injunctive relief) in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

17. Artificial Intelligence Terms

17.1 AI-Powered Features

The Services uses artificial intelligence, including large language models, to deliver certain Products and features (including fairleadTest, fairleadFix, fairleadRebalance, and fairleadReplay). The inputs Customer provides or that the Services derives from Customer Data, and the content the Services generates (including generated test code, bug-fix changes, and ticket content, collectively the “AI Output”), are addressed in this Section 17 and, as to ownership, in Section 4.4.

17.2 Nature of AI Output; No Reliance Without Review

AI Output is generated by probabilistic models and may be inaccurate, incomplete, biased, non-functional, or unsuitable for Customer’s purposes, and may be similar or identical to output generated for other customers. AI Output is provided to assist Customer and is not a substitute for professional judgment. Customer is solely responsible for reviewing, testing, and validating all AI Output — including having a qualified developer evaluate any generated code for correctness, security, and fitness — before relying on, merging, or deploying it. Allyx does not warrant the accuracy, completeness, or fitness of any AI Output.

17.3 Autonomous and Automated Actions

The AI-powered features operate in an automated and, in some cases, autonomous manner — including by analyzing source code, generating and pushing branches, opening pull requests, creating tickets, and executing tests against the environment Customer connects (see Section 3.8). Customer authorizes these actions, is responsible for configuring and limiting the access and permission scopes granted to the Services, and is responsible for the outcomes of the actions it permits. Customer is responsible for maintaining appropriate human oversight and approval gates for any action that affects Customer’s systems or data.

17.4 No Training on Customer Data

As set out in Section 3.6, Allyx does not use Customer Data to train, fine-tune, or improve any AI or machine-learning model.

17.5 AI Sub-processors and Model Changes

Allyx uses third-party AI models as sub-processors to deliver the AI-powered features, as identified in the DPA and the sub-processor list at fairleadhq.com/legal/subprocessors. Allyx may add, remove, or change the AI models or providers it uses for technical, operational, security, or legal reasons, provided that Allyx does not thereby materially reduce the functionality of the Services. Sub-processor changes are handled as provided in the DPA.

17.6 Indemnity and Liability for AI Output

Notwithstanding Section 9.1, Allyx’s intellectual-property indemnity applies to the Services itself but does not apply to AI Output or the Deliverables. Allyx is not liable for any claim, loss, or damage arising from Customer’s use of, or reliance on, AI Output, and any liability that does arise remains subject to the limitations in Section 10. Customer’s prohibition on submitting special-category or sensitive data to the AI-powered features is set out in Section 3.5(c).

fairleadhq.com/legal/terms