AlphaWeb legal
SOFTWARE LICENSE AGREEMENT FOR ALPHAWEB
ORION TECHNOLOGY ENTERPRISES, INC.
For use on Orion-branded or Orion-approved Systems
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING ALPHAWEB. BY USING ALPHAWEB, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT INSTALL AND/OR USE ALPHAWEB AND, IF PRESENTED WITH THE OPTION TO "AGREE" OR "DISAGREE" TO THE TERMS, CLICK "DISAGREE". IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK "AGREE". BY CLICKING "AGREE" OR BY DOWNLOADING, USING OR COPYING ANY PART OF ALPHAWEB, YOU ARE AGREEING TO BE BOUND TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE.
IMPORTANT NOTE ON DATA OWNERSHIP AND AI RESTRICTIONS
This software may be utilized to process, reproduce, modify, publish, or distribute materials and data. The User retains absolute ownership and assumes complete, exclusive legal liability and operational responsibility for all data inputted, processed, stored, or generated by the software. Orion Technology Enterprises, Inc. disclaims all liability regarding data legality, integrity, security, and any outputs or models derived via automated or artificial intelligence systems.
1. General
A. The software, any third-party software, documentation, interfaces, content, fonts, and any data accompanying this License whether on disk, in read-only memory, on any other media or in any other form (collectively "alphaweb") are licensed, not sold, to you by Orion Technology Enterprises, Inc. ("Orion") for use only under the terms of this License. Orion and/or Orion’s licensors retain ownership of alphaweb itself and reserve all rights not expressly granted to you. B. Orion, at its discretion, may make available future upgrades or updates to alphaweb for your Orion-branded or Orion-approved computer. Upgrades and updates, if any, may not necessarily include all existing software features or new features that Orion releases for newer or other models of computers. The terms of this License will govern any software upgrades or updates provided by Orion that replace and/or supplement the original alphaweb product, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern. C. Title and intellectual property rights in and to any content displayed by or accessed through alphaweb belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
2. Permitted License Uses and Restrictions
A. Store License. If you obtained a license for alphaweb from an authorized Orion distribution channel or enterprise store, then subject to the terms and conditions of this License and as permitted by the Services and Content Usage Rules set forth by Orion, you are granted a limited, non-transferable, non-exclusive license: (i) to download, install, use and run for personal, non-commercial use, one (1) copy of alphaweb directly on each Orion-branded or Orion-approved computer running a compatible operating system version that you own or control; and (ii) if you are a commercial enterprise or educational institution, to download, install, use and run one (1) copy of alphaweb for use either: (a) by a single individual on each computer that you own or control, or (b) by multiple individuals on a single shared computer that you own or control. B. Volume or Maintenance License. If you obtained alphaweb under a volume or maintenance license program with Orion, the terms of your volume or maintenance license will determine the number of copies of alphaweb you are permitted to download, install, use and run on computers you own or control. Except as agreed to in writing by Orion, all other terms and conditions of this License shall apply to your use of alphaweb obtained under a volume or maintenance license. C. System Requirements; Orion ID. Please note that alphaweb is supported only on hardware and operating system software that meets specified system requirements as indicated by Orion. In addition, use of and access to certain features of alphaweb and certain services may require you to apply for a unique user name and password combination, known as an Orion ID. D. Other Use Restrictions. The grants set forth in this License do not permit you to, and you agree not to, install, use or run alphaweb on any non-approved or non-Orion-branded hardware, or to enable others to do so. Unless otherwise permitted by the terms of this License or as otherwise licensed by Orion: (i) only one user may use alphaweb at a time, and (ii) you may not make a single alphaweb license available over a network where it could be run or used by multiple computers at the same time. Each user will have their own license key and capabilities on the alphaweb Network. You may not rent, lease, lend, sell, redistribute or sublicense alphaweb or exploit any services provided by alphaweb in any unauthorized way. E. Backup Copy. You may not make copies of alphaweb. F. Migration of Existing Software. If you use the transfer features of alphaweb to transfer software from one computer to another, please remember that continued use of the original copy of the software may be prohibited once a copy has been transferred, unless you already have a licensed copy of such software on both computers. Third-party software and services may not be compatible with alphaweb, and installation of alphaweb may affect the availability and usability of such third-party software or services, as well as Orion products and services. G. No Reverse Engineering; Limitations. You may not, and you agree not to or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of alphaweb or any services provided by alphaweb or any part thereof. H. Profile Manager. You may use system management and profile features solely within your company or organization or for your own non-commercial, personal use. When using these features to manage user hardware, you are solely responsible for informing end users that you will be able to interact with such products, including configuring, supervising, and wiping them remotely. You represent and warrant to Orion that you have obtained all necessary rights, legal permissions, and consents to collect, manage, and use any information obtained in this manner. I. Artificial Intelligence ("AI") and Machine Learning Restrictions. You expressly agree that you shall not, and shall not permit any third party to, use alphaweb, its underlying code, telemetry, datasets, diagnostic readouts, user outputs, or any accompanying proprietary components to train, fine-tune, validate, test, index, parse, or develop any artificial intelligence systems, generative AI applications, machine learning models, neural networks, or large language models (LLMs) outside the alphaweb platform. Unauthorized extraction, scraping, or harvesting of data from alphaweb for the purpose of AI algorithm training or competitive engineering is strictly prohibited and constitutes an immediate, material breach of this License. J. Compliance with Laws. You agree to use alphaweb and any services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use alphaweb and services.
3. Transfer
If you obtained your license to alphaweb from an authorized application marketplace or digital distribution channel, it is not transferable. If you sell your hardware to a third party, you must remove alphaweb from the hardware before doing so. All components of alphaweb are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications. Any copy of alphaweb that may be provided by Orion for promotional, evaluation, diagnostic or restorative purposes may be used only for such purposes and may not be resold or transferred.
4. Absolute Data Ownership and User Responsibility
A. User Ownership and Regulatory Liability. The User retains full ownership of all data, information, files, content, and inputs uploaded to, processed by, or transmitted through alphaweb. The User assumes absolute, sole, and exclusive responsibility, accountability, and liability for all data usage, data content legality, intellectual property and copyright compliance, and adherence to international, national, and local data protection and privacy regulations (including but not limited to GDPR, CCPA, and industry-specific privacy frameworks). Orion holds zero ownership, regulatory responsibility, or baseline liability over user-generated data. B. Exclusion of Orion Liability for Data Incidents. Orion explicitly disclaims all liability for any unauthorized access, leaks, corruption, loss, destruction, ransomware exposure, or malicious exfiltration of User data. The user is entirely responsible for maintaining independent, redundant offline backups and ensuring the end-to-end encryption, network security, access control, and structural integrity of all data managed, hosted, or configured via alphaweb. C. Analytics Data. If you choose to allow Analytics collection, you agree that Orion and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information that is gathered periodically to provide and improve Orion’s products and services, facilitate software updates, and verify compliance. Orion may use this information, as long as it is collected in a form that does not personally identify you. At all times your information will be treated in accordance with Orion’s Privacy Policy.
5. Services
A. Orion may provide access to proprietary network or server services by or through alphaweb for you to use. Use of these services may require an Orion ID, may require you to accept additional terms and may be subject to additional fees. Your usage of such services will be subject to those additional terms and conditions, but this License will continue to apply to your use of alphaweb licensed hereunder. B. You agree that the services contain proprietary content, information and material that is owned by Orion and its licensors, and is protected by applicable intellectual property and other laws, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Orion. C. Orion reserves the right to change, suspend, remove, or disable access to any services at any time without notice or liability. In no event will Orion be liable for the removal of or disabling of access to any such services. You acknowledge and agree that Orion reserves the right to revoke or remove your access to any services provided by or through alphaweb at any time in its sole discretion.
6. Termination
This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Orion if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of alphaweb and destroy all copies, full or partial, of alphaweb. Sections 4, 5, 6, 7, 8, 9, 10, 12 and 13 of this License shall survive any such termination.
7. Disclaimer of Warranties
A. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF ALPHAWEB AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH ALPHAWEB IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALPHAWEB AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ORION AND ORION'S LICENSORS (COLLECTIVELY REFERRED TO AS "ORION" FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO ALPHAWEB AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. C. ORION DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ALPHAWEB AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, ALPHAWEB WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF ALPHAWEB OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ALPHAWEB OR SERVICES WILL BE CORRECTED. D. YOU FURTHER ACKNOWLEDGE THAT ALPHAWEB AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, ALPHAWEB OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
8. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ORION BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE ALPHAWEB OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ORION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Orion’s total liability to you for all damages exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Hold Harmless and Indemnification Clause
9. Hold Harmless and Indemnification
You agree to indemnify, defend, and hold harmless Orion, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and successors from and against any and all claims, demands, losses, liabilities, damages, regulatory penalties, costs, and expenses (including, but not limited to, reasonable attorneys' fees and legal costs) arising out of, resulting from, or in any way connected with:
- (a) your download, installation, access, use, or misuse of alphaweb or any associated services;
- (b) your breach or alleged breach of any term, condition, representation, or warranty contained in this License, including but not limited to a material breach of the Artificial Intelligence ("AI") and Machine Learning Restrictions (Section 2.I) or Profile Manager constraints (Section 2.H);
- (c) any User Data, content, files, or inputs uploaded to, processed by, or distributed through alphaweb by you or anyone using your Orion ID, including any third-party claims that such data infringes, misappropriates, or violates any intellectual property, privacy, proprietary, or contractual rights;
- (d) your failure to adhere to international, national, or local data protection and privacy regulations (including GDPR, CCPA, and industry-specific frameworks) as set forth in Section 4.A; or
- (e) your violation of any applicable laws, rules, or regulations. Orion reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Orion in asserting any available defenses.
10. Digital Certificates
The alphaweb software contains functionality that allows it to accept digital certificates either issued by you, by Orion or by third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY YOU, ORION OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORION MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.
11. Export Control
You may not use or otherwise export or reexport alphaweb except as authorized by United States law and the laws of the jurisdiction in which alphaweb was obtained. In particular, but without limitation, alphaweb may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using alphaweb, you represent and warrant that you are not located in any such country or on any such list.
12. Government End Users
alphaweb and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
13. Controlling Law and Severability
This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
14. Complete Agreement
This License constitutes the entire agreement between you and Orion relating to the use of alphaweb and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Orion