Alcheme Platform Agreement

1. Definitions

1.1 "Service" – the hosted dropshipping and e‑commerce enablement platform known as Alcheme, including access to Company‑provided software, artificial‑intelligence tools, supplier and retailer interfaces, documentation, and any updates or enhancements.

1.2 "Proprietary Information" – all non‑public information of Company, including the Service, software code, algorithms, data models, supplier and retailer directories, pricing logic, business strategies, and trade secrets.

1.3 "Authorized Users" – individuals who are authorized by Customer to access the Service on Customer's behalf (e.g., employees or contractors) and who are issued unique credentials by Company.

1.4 "Customer Data" – data, content, or material originated by Customer (including inventory files, product details, pricing, personally identifiable information, and transaction data) that Customer submits to the Service.

1.5 "Intellectual Property Rights" – all worldwide patent, copyright, trademark, trade secret, and other intellectual‑property rights, including applications, registrations, renewals, and extensions.

2. Services and Support

2.1 Provision of Service. Subject to the terms of this Agreement and timely payment of all Fees, Company will make the Service available to Customer and its Authorized Users during the Term for Customer's internal business purposes of facilitating dropshipping transactions between suppliers and retailers. Customer acknowledges that purchasing the Service is not contingent on the delivery of any future functionality or on any oral or written public comments regarding future features.

2.2 Support. Company will provide:

• Email support at support@alcheme.ai from 9:00 a.m. to 5:00 p.m. U.S. Eastern Time, Monday–Friday (excluding U.S. holidays);
• Access to self‑service documentation and knowledge‑base resources;
• Routine updates, patches, and maintenance; and
• Emergency support for critical Service outages.

2.3 Service Levels. Company will use commercially reasonable efforts to make the Service available 24×7, excluding:

• Planned downtime (with at least eight hours' advance notice, scheduled where practicable during weekend hours 6:00 p.m. Friday to 3:00 a.m. Monday Eastern Time); and
• Force‑majeure events or other circumstances beyond Company's reasonable control, including Internet‑service failures or malicious attacks.

3. Use of Service and Restrictions

3.1 License. Company grants Customer a non‑exclusive, non‑transferable, revocable right for Authorized Users to access and use the Service during the Term solely for Customer's internal business operations.

3.2 Authorized Users. Each Authorized User must be a natural person. Credentials may not be shared or reused. Customer is responsible for all activities under its accounts.

3.3 Prohibited Conduct. Customer shall not, and shall not permit any Authorized User or third party to:

(a) sublicense, lease, sell, resell, rent, or distribute the Service to any third party;
(b) use the Service to process data for any third party that is not an Affiliate of Customer;
(c) scrape, mine, or harvest data from the Service or reverse engineer, decompile, or attempt to discover any source code;
(d) build or improve a product or service that competes with the Service;
(e) interfere with the integrity or performance of the Service, including by transmitting malware, automated queries, or denial‑of‑service traffic;
(f) use the Service to store or transmit infringing, defamatory, obscene, or otherwise unlawful content, or to violate the privacy rights of any person;
(g) access the Service from any U.S.‑embargoed country or by any individual on a U.S. government denied‑party list; or
(h) violate any applicable law or regulation, including those governing consumer protection, privacy, or export control.

3.4 Customer Responsibilities. Customer will (i) ensure that Authorized Users comply with this Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service; and (iii) promptly notify Company of any unauthorized access or security breach.

4. Proprietary Rights

4.1 Reservation of Rights. The Service is licensed, not sold. Company and its licensors retain all right, title, and interest in and to the Service and Proprietary Information, including all related Intellectual Property Rights.

4.2 Customer Data. Customer owns all right, title, and interest in and to Customer Data. Customer hereby grants Company a non‑exclusive, worldwide, royalty‑free license to host, copy, use, transmit, and display Customer Data solely to provide, maintain, and improve the Service and to create aggregated and de‑identified analytics.

4.3 Feedback. Customer grants Company a perpetual, worldwide, royalty‑free license to use or incorporate into the Service any suggestion or feedback provided by Customer or Authorized Users.

5. Confidentiality

5.1 Definition. "Confidential Information"means non‑public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or should reasonably be understood to be confidential.

5.2 Protection. Recipient will protect Confidential Information with the same degree of care it uses for its own confidential information (but no less than reasonable care) and will use it only to exercise rights and perform obligations under this Agreement.

5.3 Compelled Disclosure. Recipient may disclose Confidential Information if legally compelled, provided it gives Discloser prompt notice (unless prohibited) and reasonable assistance to seek protective order.

6. Data Protection

6.1 Security. Company will maintain industry‑standard administrative, physical, and technical safeguards to protect Customer Data.

6.2 Privacy Policy and DPA. Processing of personal information is governed by the Alcheme Privacy Policy and, where applicable, the Data Processing Addendum ("DPA"), each incorporated herein by reference.

7. Fees, Invoicing, and Payment

Fees, billing frequency, late‑payment interest, annual increases, and other commercial terms are set forth in the applicable order form or subscription agreement ("Order Form"). Customer will pay all undisputed invoices within the time stated on the Order Form. Overdue amounts accrue interest at 1.5 % per month or the maximum rate allowed by law, whichever is lower.

8. Term and Termination

8.1 Term. The "Initial Term" begins on the Effective Date and continues for the period specified in the Order Form. Thereafter, this Agreement automatically renews for successive one‑year "Renewal Terms" unless either party gives at least thirty (30) days' written notice of non‑renewal.

8.2 Termination for Cause. Either party may terminate this Agreement (i) for material breach un‑cured within thirty (30) days after written notice, or (ii) if the other party becomes insolvent or files for bankruptcy.

8.3 Effect of Termination. Upon termination or expiration: (a) Customer's licenses and access rights cease; (b) Company may disable Customer's accounts; (c) each party will return or destroy the other's Confidential Information; and (d) Company will make Customer Data available for secure download for thirty (30) days, after which it may be deleted.

8.4 Survival. Sections concerning Proprietary Rights, Confidentiality, Fees, Limitation of Liability, Indemnification, Governing Law, and any others that by their nature should survive will survive expiration or termination.

9. Indemnification

9.1 By Customer. Customer will defend, indemnify, and hold harmless Company and its Affiliates, officers, directors, and employees from any claim arising out of (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or law; or (c) Customer's gross negligence or willful misconduct.

9.2 Procedure. Company will promptly notify Customer of any claim and provide reasonable cooperation at Customer's expense. Customer may not settle any claim without Company's prior written consent if the settlement imposes liability or future obligations on Company.

10. Limitation of Liability

10.1 Cap. Company's aggregate liability arising out of or related to this Agreement will not exceed the total Fees paid by Customer in the twelve (12) months preceding the incident.

10.2 Exclusion. Neither party is liable for indirect, consequential, incidental, special, punitive, or exemplary damages, or lost profits, revenues, or data.

11. General Provisions

11.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to conflict‑of‑laws principles.

11.2 Venue. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.

11.3 Relationship. The parties are independent contractors; nothing herein creates a partnership, joint venture, or employment relationship.

11.4 Assignment. Neither party may assign this Agreement without the other's prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee is not a direct competitor of the non‑assigning party.

11.5 Notices. Notices must be in writing and sent to the addresses on the Order Form (with a copy to legal@alcheme.ai for Company). Notices are deemed given when received or, if earlier, two business days after dispatch by a recognized courier or email delivery confirmation.

11.6 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.

11.7 Entire Agreement; Order of Precedence. This Agreement, the Privacy Policy, the DPA, and each executed Order Form constitute the entire agreement between the parties regarding the Service. If there is a direct conflict, the Order Form controls, followed by this Agreement.

11.8 Waiver; Severability. Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect.

11.9 Modifications. Company may modify this Agreement by posting an updated version on the Site and notifying Customer. Material changes become effective thirty (30) days after notice. Continued use of the Service after the effective date constitutes acceptance.

12. Acceptance

By executing an Order Form or by accessing or using the Service, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.