This AlphaHub Services Agreement (this “Agreement”) is between Paraforge Inc. DBA AlphaHub (“AlphaHub”, “we”, “us”, or “our”) and the individual or entity that has entered into this Agreement (“you” or “your”). This Agreement sets forth the terms and conditions that govern service orders (each, a “Service Order”) placed by you for Services under this Agreement (the “Services”).

DEFINITIONS

The terms listed below will have the following meanings when used in this Agreement:

Services:

The software-as-a-service platform, applications, tools, features, and related support provided by AlphaHub, as described in the applicable Service Order and Service Specifications, including but not limited to access to AlphaHub's proprietary software, data processing capabilities, integrations, and any updates or enhancements there to.

User/s:

Any person or persons who utilize the Services through your account or with your authorization.

Services Period:

The period from the effective date of a Service Order until its expiration date or earlier termination date.

Service order:

Your order for specific Services, including any applicable quantities, fees, and terms.

Content:

Any information, data, text, images, audio, video, photographs, or other material contained within communication media.

Application/s:

Any software, tools, or integrations you develop or use to access or interact with the Services.

Service Specifications:

The descriptions, provisioning, and management processes applicable to the Services, as provided by AlphaHub.

Personal Data:

Any information relating to an identified or identifiable individual, where an identifiable individual is one who can be identified, directly or indirectly, by reference to an identifier such as a name, identification number, location data, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that individual.

Third Party Content:

All software, data, text, images, audio, video, photographs, and other content and material, in any format, obtained or derived from third-party sources outside of AlphaHub that you may access through, within, or in conjunction with your use of the Services.

Data Processing Agreement:

An agreement that regulates the processing of Personal Data conducted for AlphaHub's business purposes.

TERMS OF SERVICES

These terms describe the conditions under which you may access and use the Services. By accessing or using the Services, you affirm that you have read, understood, and accept all of the terms and conditions set forth herein, which may be updated from time to time without prior notice to you.
Your continued use of the Services after changes to this Agreement have been published constitutes your binding acceptance of the updated Agreement. If at any time this Agreement is no longer acceptable to you, you must immediately cease all use of the Services. If you are an individual acting on behalf of a corporation or other legal entity, you represent that you have the authority to agree to this Agreement on behalf of such entity.
If you do not agree to this Agreement, do not have the authority to agree to it, or withdraw your consent, you may not access or use the Services or any materials, documentation, information, or software published or otherwise made available through the Services (collectively, the “Content”).

USE OF SOFTWARE

Any software made available to you as part of the Services is the copyrighted work of AlphaHub and/or one or more third parties. Your use of such software is governed by this Agreement and any applicable license that accompanies, is included with, or is referenced in the software (the “License”), and you agree to abide by the applicable License(s). This Agreement shall not replace or amend any rights or obligations under a separate License (if applicable).

TERM OF AGREEMENT

This Agreement is valid for the Service Order(s) it accompanies. It may also apply to any purchase that increases the quantity of the original Services ordered (e.g., additional Users), any optional Services offered by AlphaHub for the original Services, and any renewal or auto-renewal of the Service Period.

RIGHTS GRANTED

For the duration of the Service Period and subject to your payment obligations and compliance with this Agreement, you have a non-exclusive, non-assignable, royalty-free, worldwide, revocable, limited right to access and use the Services specified in your Service Order, including anything developed by AlphaHub and delivered to you as part of the Services, solely for your internal business operations and in accordance with this Agreement, your Service Order, and the Service Specifications. You may allow your Users to use the Services for this purpose, and you are responsible for your Users’ compliance with this Agreement and the Service Order.
You do not acquire any right or license to use the Services beyond the scope and/or duration stated in your Service Order. Upon expiration or termination of the Service Order, your right to access and use the Services terminates.
To enable AlphaHub to provide the Services to you and your Users, you grant AlphaHub the right to use, process, and transmit your Content and Applications in accordance with this Agreement and your Service Order, for the duration of the Service Period plus any additional post-termination period during which AlphaHub provides access to retrieve an export of your Content and Applications. If your Applications include third-party programs, you acknowledge that AlphaHub may allow providers of those programs to access the Services, including your Content and Applications, as required for interoperation. AlphaHub is not responsible for any use, disclosure, modification, or deletion of your Content or Applications resulting from such access, or for the interoperation of such third-party programs with the Services.

OWNERSHIP AND RESTRICTIONS

You retain all ownership and intellectual property rights in and to your Content and Applications. AlphaHub or its licensors retain all ownership and intellectual property rights in and to the Services, including any software, programs, and derivative works thereof, and to anything developed or delivered by or on behalf of AlphaHub under this Agreement (collectively, the “Deliverables”).

You may not, and may not cause, permit, or allow your employees, Users, or others to:

a) remove or modify any program markings or any notice of AlphaHub’s or its licensors’ proprietary rights;

b) make the programs or materials resulting from the Services (excluding your Content and Applications) available in any manner to any third party for use in the third party’s business operations (unless expressly permitted for the specific Services you have acquired);

c) modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Services (including review of data structures or similar materials produced by programs), or access or use the Services to build or support, or assist a third party in building or supporting, products or services competitive to AlphaHub;

d) perform or disclose any benchmark or performance tests of the Services without AlphaHub’s prior written consent; consent;

e) perform or disclose any security testing of the Services environment or associated infrastructure without AlphaHub’s prior written consent, including network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; or

f) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Services environments, or materials available to any third party, other than as expressly permitted under the applicable Service Order.

The rights granted under this Agreement are also conditioned on the following:

a) except as expressly provided herein or in your Service Order, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise; and

b) you make every reasonable effort to prevent unauthorized third parties from accessing the Services, using at least the same degree of care you use to protect your own similar assets.

SERVICE SPECIFICATIONS

The Services are subject to and governed by the Service Specifications applicable to your Service Order. Service Specifications may define provisioning and management processes. You acknowledge that use of the Services inconsistent with the Service Specifications may adversely affect performance and may result in additional fees. If the Services permit you to exceed the ordered quantity, you are responsible for promptly purchasing additional quantity to account for excess usage.

AlphaHub may, at any time and without notice, make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Service Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third-Party Content. The Service Specifications are subject to change at AlphaHub’s discretion; however, such changes will not result in a material reduction in the level of performance or availability of the applicable Services during the Service Period.

USE OF THE SERVICES

You are responsible for identifying and authenticating all Users, approving their access to the Services, controlling against unauthorized access, and maintaining the confidentiality of usernames, passwords, and account information. AlphaHub is not responsible for any harm caused by your Users, including unauthorized access due to failure to terminate usernames, passwords, or accounts on a timely basis. You are responsible for all activities under your and your Users’ accounts and agree to notify AlphaHub immediately of any unauthorized use.

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing, or transmitting any material (including your Content, Applications, and Third-Party Content), for any purpose that may: (a) menace or harass any person or cause damage or injury to any person or property; (b) involve the publication of false, defamatory, harassing, or obscene material; (c) violate privacy rights or promote bigotry, racism, hatred, or harm; (d) constitute unsolicited bulk email, “junk mail,” “spam,” or chain letters; (e) infringe intellectual property or other proprietary rights; or (f) otherwise violate applicable laws, ordinances, or regulations.

In addition to other rights under this Agreement, AlphaHub reserves the right (but has no obligation) to take remedial action if any material violates these restrictions, including removal or disablement of access to such material. AlphaHub has no liability to you for such actions. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of your Content and Applications, and for any third-party claims related thereto. You agree to defend, indemnify, and hold harmless AlphaHub against any claims, actions, damages, and expenses (including reasonable attorneys’ fees) arising from a violation of this section.

You must accept all patches, bug fixes, updates, maintenance, and service packs (“Patches”) necessary for the proper function and security of the Services. Except for emergency or security-related maintenance, AlphaHub will coordinate Patch scheduling with you based on AlphaHub’s standard maintenance windows.

FEES AND PAYMENT

You agree to pay all fees specified in your Service Order(s) for the Services. Fees are based on Services purchased and not on actual usage, unless otherwise specified in the Service Order. Payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in this Agreement.

Fees are due within 30 days of the invoice date unless otherwise stated in the Service Order. If any invoiced amount is not received by AlphaHub by the due date, then without limiting AlphaHub’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) AlphaHub may condition future renewals and Service Orders on payment terms shorter than those specified herein.

If you believe your bill is incorrect, you must contact AlphaHub in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on AlphaHub’s net income.

AlphaHub may adjust fees for any renewal term by providing you notice at least 60 days prior to the commencement of the renewal Service Period.

SERVICES PERIOD; END OF SERVICES

Services are provided for the Service Period defined in your Service Order, unless earlier suspended or terminated in accordance with this Agreement or the Service Order. Upon the end of the Services, you no longer have rights to access or use the Services.

AlphaHub may temporarily suspend your access to the Services if you or your Users violate the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Payment’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, or if, in AlphaHub’s reasonable judgment, the Services are about to suffer a significant threat to security or functionality. AlphaHub will provide advance notice of suspension where practicable. AlphaHub will use reasonable efforts to re-establish the Services after determining the issue is cured, but may terminate if the issue is not cured within 30 days after notice.

If either party breaches a material term of this Agreement and fails to cure within 30 days of written notice (the “Cure Period”), the non-breaching party may terminate the affected Service Order. If AlphaHub terminates for your breach, you must pay all amounts accrued prior to termination, plus remaining unpaid amounts for the Service Period, taxes, and expenses. Except for nonpayment, the non-breaching party may, in its discretion, extend the Cure Period by an additional 30 days if the breaching party is making reasonable efforts to cure. If you are in default, you may not use the Services.

NONDISCLOSURE

By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information” is limited to the terms and pricing under this Agreement, your Content and Applications in the Services environment, and information clearly identified as confidential at disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was in the receiving party’s possession prior to disclosure; (c) becomes available on a non-confidential basis from a source not bound by confidentiality; or (d) is independently developed without use of Confidential Information.

Each party agrees not to disclose the other’s Confidential Information to any third party except as permitted herein, for a period of three years from disclosure; however, AlphaHub will hold your Confidential Information in the Services environment in confidence in accordance with the Service Specifications. Confidential Information may be disclosed only to employees, agents, or subcontractors who need to know and are bound by confidentiality obligations at least as protective as those herein. AlphaHub will protect your Content and Applications in accordance with its security practices in the Service Specifications. Your Personal Data will be treated per the “Data Protection” section.

Nothing prevents disclosure of terms or pricing in legal proceedings or to governmental entities as required by law.

DATA PROTECTION

In performing the Services, AlphaHub will comply with the AlphaHub Services Privacy Policy, and incorporated by reference.

AlphaHub’s Data Processing Agreement, and incorporated by reference, describes the parties’ roles for processing Personal Data you provide. AlphaHub will act as a data processor and follow your instructions as specified in this Agreement, the Data Processing Agreement, and the Service Order. You agree to provide necessary notices and obtain consents related to your use of the Services, including for collection, use, processing, transfer, and disclosure of Personal Data.

The Service Specifications define safeguards applied to your Content in the Services environment and other system management aspects. You are responsible for security vulnerabilities arising from your Content or Applications, including viruses or harmful code.

WARRANTIES, DISCLAIMERS, AND EXCLUSIVE REMEDIES

AlphaHub warrants that it will perform the Services in a professional manner consistent with the Service Specifications. If the Services do not conform, you must provide written notice to AlphaHub within 60 days of the deficiency, and AlphaHub will correct it.

ALPHAHUB DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALPHAHUB WILL CORRECT ALL ERRORS; (B) THE SERVICES WILL OPERATE WITH YOUR CONTENT, APPLICATIONS, OR THIRD-PARTY HARDWARE, SOFTWARE, SYSTEMS, OR DATA; OR (C) THE SERVICES WILL MEET YOUR REQUIREMENTS. ALPHAHUB IS NOT RESPONSIBLE FOR ISSUES INHERENT IN COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET. ALPHAHUB IS NOT RESPONSIBLE FOR ISSUES FROM YOUR CONTENT, APPLICATIONS, OR THIRD-PARTY CONTENT, AND DISCLAIMS ALL LIABILITY FOR THIRD-PARTY CONTENT. SERVICES ARE PROVIDED “AS IS.”

FOR ANY BREACH OF WARRANTY, YOUR EXCLUSIVE REMEDY IS CORRECTION OF THE DEFICIENT SERVICES, OR, IF ALPHAHUB CANNOT CORRECT IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE DEFICIENT SERVICES AND REFUND OF PREPAID FEES FOR THE POST-TERMINATION PERIOD.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE, AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES HEREUNDER), DATA, OR DATA USE. ALPHAHUB’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR SERVICE ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO ALPHAHUB UNDER THE RELEVANT SERVICE ORDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, LESS ANY REFUNDS OR CREDITS.

THIRD PARTY WEB SITES, CONTENT, PRODUCTS, AND SERVICES

The Services may enable links to or access third-party web sites, content, products, services, and information. AlphaHub does not control and is not responsible for them, and you bear all risks and costs associated with such access.

Third-Party Content is provided “as is” without warranty. AlphaHub is not responsible for Third-Party Content and reserves the right to remove or disable access if it violates this Agreement, but has no obligation to monitor.

You acknowledge that the nature, quality, and availability of Third-Party Content may change during the Service Period, and features interoperating with third-party services (e.g., APIs) depend on their availability. AlphaHub may update the Services due to changes in Third-Party Content or APIs, and may cease access if unavailable on reasonable terms, without liability. Such changes do not affect your obligations or entitle you to refunds.

SERVICES TOOLS AND ANCILLARY PROGRAMS

AlphaHub may use tools, scripts, software, and utilities (“Tools”) to monitor and administer the Services and resolve service requests. Tools will not collect or store your Content or Applications except as necessary for the Services or troubleshooting. Collected information (excluding your Content and Applications) may be used for product management, deficiency resolution, and license management.

SERVICE ANALYSES

AlphaHub may compile statistical information on Services performance and use data in aggregated form for security, operations, statistical analyses, research, and development (“Service Analyses”). Service Analyses may be made public but will not identify you or any individual, and do not constitute Personal Data. AlphaHub retains all rights in Service Analyses.

EXPORT

U.S. and local export laws apply to the Services. You agree to comply with all such laws, including “deemed export” regulations, and that no data, information, software, or materials from the Services will be exported in violation thereof or used for prohibited purposes.

FORCE MAJEURE

Neither party is responsible for failure or delay due to acts of war, hostility, sabotage, acts of God, pandemics, electrical/internet/telecommunication outages not caused by the obligated party, government restrictions, or other events outside reasonable control. Both parties will use reasonable efforts to mitigate effects. If the event lasts more than 30 days, either party may cancel unperformed Services upon notice. This does not excuse disaster recovery steps or your payment obligations.

GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of Delaware, without regard to conflicts of laws provisions. You and AlphaHub submit to the exclusive jurisdiction and venue of the courts in Delaware for any dispute arising out of or relating to this Agreement.

The Uniform Computer Information Transactions Act does not apply.

NOTICE

Notices under this Agreement must be in writing. For disputes, indemnification notices, or insolvency, send to: management@konzortia.capital, Attention: Legal Department.

To terminate Services, submit a request per your Service Order or Service Specifications.

ASSIGNMENT

Neither party may assign this Agreement or transfer the Services without the other party’s prior written consent. If you grant a security interest in the Services, the secured party has no right to use or transfer them.

This does not limit rights to separately licensed third-party technology under open source terms.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless AlphaHub, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your or your Users’ use of the Services; (ii) your violation of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content or Applications caused damage to a third party. This indemnification obligation will survive termination or expiration of this Agreement.

AlphaHub agrees to indemnify, defend, and hold you harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys’ fees) arising from third-party claims that the Services infringe any U.S. patent, copyright, or trademark. AlphaHub’s indemnification obligation does not apply to infringement arising from: (i) your Content or Applications; (ii) modifications to the Services not made by AlphaHub; (iii) combination of the Services with third-party products or services; or (iv) your continued use after notice of infringement. If the Services become subject to an infringement claim, AlphaHub may: (a) procure the right for you to continue using the Services; (b) replace or modify the Services to render them non-infringing; or (c) terminate the Services and refund prepaid fees for the remaining Service Period.

OTHER

AlphaHub is an independent contractor; no partnership, joint venture, agency, or employment relationship exists. Each party is responsible for its own employees, taxes, and insurance.

You will defend, indemnify, and hold AlphaHub harmless from liability arising from your violation of laws related to employee termination or modification in connection with the Services.

AlphaHub is not liable for acts of your business partners unless they are AlphaHub subcontractors under this Agreement, and then only to the same extent as AlphaHub’s own resources.

If any term is invalid, the remaining provisions remain effective, and the invalid term is replaced consistent with the Agreement’s intent.

Except for nonpayment or breach of proprietary rights, no action arising from this Agreement may be brought more than two years after accrual.

You must obtain, at your expense, all rights and consents for your Content, Applications, Third-Party Content, and other products you use with the Services, as necessary for AlphaHub to perform the Services.

You will provide AlphaHub with information, access, and cooperation necessary to provide the Services and perform your responsibilities under the Service Order.

You are solely responsible for your regulatory compliance. You must inform AlphaHub of technical requirements from your obligations before entering a Service Order. AlphaHub will cooperate to assess consistency with standard offerings; additional fees may apply for extra work.

AlphaHub may audit your use of the Services to ensure compliance. You will cooperate and pay any excess fees within 30 days. Nonpayment may result in termination. AlphaHub is not responsible for your audit cooperation costs.

ENTIRE AGREEMENT

This Agreement, together with incorporated references (including URLs or policies) and the applicable Service Order, is the complete agreement for the Services and supersedes all prior agreements or representations.

Terms of this Agreement and Service Orders supersede any purchase order or non-AlphaHub document. This Agreement may not be modified except in writing signed by authorized representatives of both parties.

No third party beneficiary relationships are created by this Agreement.

Disclaimer

Alpha Hub is currently operating in beta testing phase. Participation in the beta program is at your own risk, and we do not guarantee full functionality, stability, or availability of features. The platform, including deal matching, AI insights, and other tools, may experience limitations, errors, downtime, or sudden changes without prior notice. We make no warranties regarding uptime, data integrity, or completeness of matches, and you acknowledge potential risks such as data loss, incomplete information, or service interruptions. By using the beta platform, you agree to these terms and waive any claims arising from beta-related issues. This beta status may end at our discretion, with features transitioning to full release.