Terms & Conditions

Effective Date: March 2025

This Altrapac, Inc. Subscription Agreement Terms of Service (the "MSA") governs the use of services provided by Altrapac (the "Company") to the client (the "Client"). This MSA is effective as of the effective date of the applicable signed statement of work and is between Altrapac, Inc., a Delaware Incorporation with a place of business at 1952 Centro West, Tiburon, CA 94920. In the event of any inconsistency or conflict between these terms and the Altrapac Master Subscription Agreement ("Altrapac MSA") or any applicable Client Statement of Work ("SOW"), the terms of the MSA and/or SOW shall prevail and control. By using the services, the Client agrees to the following terms and conditions:

1. Services

“Services” means the product(s) and service(s) that are ordered by the Client from Altrapac through a Statement of Work, whether on a trial (pilot) or paid basis. Services exclude any products or services provided by third parties, even if the Client has connected those products or services to the Services.

2. Fees and Payment

2.1 Service Fees

The Client agrees to pay the fees associated with the services provided by the Company. All fees will be outlined in the applicable Statement of Work or contract between the Company and the Client.

2.2 Payment; Taxes

Altrapac will invoice the Client for fees within thirty (30) days of the Effective Date unless otherwise stated in the Statement of Work. Fees do not include state, local, or federal taxes of any kind, and any such taxes will be assumed and paid by the Client.

Altrapac reserves the right to modify its fees upon prior written notice to the Client. Any changes in fees will take effect upon the renewal of the Agreement unless otherwise agreed in writing. Altrapac reserves the right to suspend services if payment is not received within the agreed timeframe. Any overdue payment will accrue interest at a rate of 1.5% per month or the maximum allowed by law, whichever is lower.

3. Term and Termination

3.1 Term

This MSA will commence on the Effective Date and remain in effect for an initial term and all Renewal Terms as specified in the Statement of Work unless terminated in accordance with this section. The MSA and Statement of Work will automatically renew for successive one-year periods unless either party provides written notice of termination at least sixty (60) days prior to the end of the current term or as otherwise stated in the Statement of Work.

3.2 Termination for Cause

Either party may terminate this MSA upon 30 days' prior written notice if the other party materially breaches the Agreement and fails to cure the breach within the notice period. Non-payment of fees by the Client beyond sixty (60) days from an invoice date, and any Prohibited Uses (as defined below), will be deemed material breaches of the MSA.

3.3 Effect of Termination

Upon termination, the Client shall pay all outstanding fees for services rendered up to the date of termination. The Company will provide reasonable assistance in the transition of services upon termination.

All Statements of Work will concurrently terminate, and the Client will have no further right to use the Services under the terminated Statements of Work. Altrapac will remove the Client’s access unless otherwise specified in writing.

The following sections will survive termination: Section 2 (Fees and Payment), Section 5 (Confidentiality), Section 6 (Data Security and Indemnification), Section 8 (Intellectual Property Rights), Section 9 (Authority, Disclaimers, and Limitation of Liability), and Section 10 (Miscellaneous). Termination of this MSA will not limit a party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.

4. License

4.1 License Grant

The Company grants the Client a non-exclusive, non-transferable, revocable license to use the Company’s services solely for the Client's internal business operations during the term of this Agreement.

4.2 Restrictions

The Client may not sublicense, modify, reverse engineer, or resell the Company's services without the Company’s prior written consent.

5. Confidentiality

5.1 Confidential Information

Each party agrees to protect the other party’s confidential information with the same degree of care it uses to protect its own, but in no event less than a reasonable standard of care. Confidential information shall include any non-public business, technical, or financial information. The Company shall not use any information provided by, or made available by, Client for any purpose other than providing the services, and Company shall delete all such information, and any derivatives thereof, immediately upon termination of this Agreement.

5.2 Exclusions

Confidential information does not include information that: is publicly available; is rightfully received from a third party without a duty of confidentiality; or is independently developed without use of confidential information.

6. Data Security and Indemnification

6.1 Data Security

The Company acknowledges and agrees to implement and maintain industry-standard security measures to protect any data provided by the Client in connection with this Agreement. The Company shall ensure that all confidential and sensitive information is safeguarded against unauthorized access, use, disclosure, alteration, or destruction.

6.2 Notification of Breach

In the event of a data breach or any other incident that compromises the security, confidentiality, or integrity of the Client's data, the Company shall promptly notify the Client in writing and take all necessary actions to mitigate the impact of such a breach. The Company shall cooperate fully with the Client in any investigation or remediation efforts.

6.3 Indemnification

The Company shall fully indemnify, defend, and hold harmless the Client, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, and losses arising out of or related to any data breach, unauthorized access, or any failure by the Company to comply with its data security obligations under this Agreement.

6.4 Survival

This indemnification obligation shall survive the termination or expiration of this Agreement and shall remain in effect for as long as the Client retains any data provided to the Company under this Agreement.

7. Open Source Software Licenses

The Services provided by Altrapac, Inc. incorporate or interact with the following open-source software packages, licensed under their respective terms:

1. Apollo Client

License Type: MIT
GitHub Link: Apollo Client GitHub
Link to License: MIT License
Remote Version: 3.11.8
Installed Version: 3.9.1
Defined Version: ^3.9.1

2. Babel Core

License Type: MIT
GitHub Link: Babel Core GitHub
Link to License: MIT License
Remote Version: 7.25.2
Installed Version: 7.24.0
Defined Version: ^7.24.0

3. Babel Plugin Syntax Flow

License Type: MIT
GitHub Link: Babel Plugin Syntax Flow GitHub
Link to License: MIT License
Remote Version: 7.24.7
Installed Version: 7.23.3
Defined Version: ^7.23.3

4. Babel Plugin Transform React JSX

License Type: MIT
GitHub Link: Babel Transform React JSX GitHub
Link to License: MIT License
Remote Version: 7.25.2
Installed Version: 7.23.4
Defined Version: ^7.23.4

5. Emotion React

License Type: MIT
GitHub Link: Emotion React GitHub
Link to License: MIT License
Remote Version: 11.13.3
Installed Version: 11.11.3
Defined Version: ^11.11.3

6. Emotion Styled

License Type: MIT
GitHub Link: Emotion Styled GitHub
Link to License: MIT License
Remote Version: 11.13.0
Installed Version: 11.11.0
Defined Version: ^11.11.0

7. Highlight Run React

License Type: MIT
GitHub Link: Highlight Run React GitHub
Link to License: MIT License
Remote Version: 3.2.5
Installed Version: 3.2.1
Defined Version: ^3.2.1

8. Rails ActionCable

License Type: MIT
GitHub Link: Rails ActionCable GitHub
Link to License: MIT License
Remote Version: 7.2.100
Installed Version: 7.1.3
Defined Version: ^7.1.3

9. Rails ActiveStorage

License Type: MIT
GitHub Link: Rails ActiveStorage GitHub
Link to License: MIT License
Remote Version: 7.2.100
Installed Version: 7.1.3
Defined Version: ^7.1.3

10. Vite Plugin React

License Type: MIT
GitHub Link: Vite Plugin React GitHub
Link to License: MIT License
Remote Version: 4.3.1
Installed Version: 4.2.1
Defined Version: ^4.2.1

11. Date-fns

License Type: MIT
GitHub Link: Date-fns GitHub
Link to License: MIT License
Remote Version: 3.6.0
Installed Version: 3.3.1
Defined Version: ^3.3.1

12. ESLint

License Type: MIT
GitHub Link: ESLint GitHub
Link to License: MIT License
Remote Version: 8.57.0
Installed Version: 8.56.0
Defined Version: ^8.56.0

13. ESLint Config React App

License Type: MIT
GitHub Link: ESLint Config React App GitHub
Link to License: MIT License
Remote Version: 7.0.1
Installed Version: 7.0.1
Defined Version: ^7.0.1

14. GraphQL

License Type: MIT
GitHub Link: GraphQL GitHub
Link to License: MIT License
Remote Version: 16.9.0
Installed Version: 16.8.1
Defined Version: ^16.8.1

15. GraphQL Ruby Client

License Type: LGPL-3.0
GitHub Link: GraphQL Ruby Client GitHub
Link to License: LGPL-3.0 License
Remote Version: 1.14.0
Installed Version: 1.13.0
Defined Version: ^1.13.0

16. GraphQL Tag

License Type: MIT
GitHub Link: GraphQL Tag GitHub
Link to License: MIT License
Remote Version: 2.12.6
Installed Version: 2.12.6
Defined Version: ^2.12.6

17. Highlight Run

License Type: Apache-2.0
GitHub Link: Highlight Run GitHub
Link to License: Apache-2.0 License
Remote Version: 8.13.0