Service Agreement

This Service Agreement (“Agreement”) is effective as of the effective date of an applicable signed order form (such form an “Order Form” and such date the “Effective Date”) and is by and between Alpha Nodus, Inc., a Delaware corporation with place of business at 1351 Sawgrass Corporate Parkway, Suite 104, Sunrise, Florida 33323, and customer set forth on the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form, the terms of the Order Form control

SERVICES AND SUPPORT

• Delivery & Scope. Subject to the terms of this Agreement, Alpha Nodus will use commercially reasonable efforts to provide Customer the Services set forth in the applicable Order Form (“Services”). Services exclude any products or services provided by third parties, even if such products and services are connected to Services. Subject to the terms and conditions of this Agreement, Alpha Nodus will make the Services available to Customer during the Term.
• Implementation Services.  Alpha Nodus will perform the implementation‐related services expressly described in the Statement of Work attached to, or referenced in, the Order  Form (the “Implementation Services”). Implementation Services may include environment setup, configuration, training, data migration, integration with Customer’s third‑party information systems, and agreed‑upon customizations.  Alpha Nodus will use commercially reasonable efforts to deliver the Implementation Services in accordance with any milestone schedule, provided that timely completion depends on Customer’s fulfillment of its responsibilities under this Agreement.
• Service Tiers, Quotas & Fair‑Usage. The Order Form designates the Service Tier purchased. Each Tier bundles specific features and includes a fair‑usage quota of measurable units (the “Quota”). Customer may use the Services up to the Quota without additional charge. If usage in any billing period exceeds the Quota (an “Overage”), Alpha Nodus will invoice Customer at the overage rate(s) stated in the Order Form or, if none are specified, at Alpha Nodus’s then‑current list price. Alpha Nodus may monitor usage to enforce the fair‑usage policy and, after reasonable notice, throttle or require the purchase of additional capacity or an upgrade to a higher Tier for sustained excessive usage. Downgrades to a lower Tier, if desired, take effect only at the start of a Renewal Term.
• Contact Channels. Support requests must be submitted through either (a) the built‑in Support widget inside the application—which automatically logs a ticket in Alpha Nodus’s help‑desk system—or (b) email to support@alphanodus.com. Requests made through other channels may be redirected to these methods for proper tracking.
• Availability & Response. Live ticket monitoring is provided Monday–Friday, 8 a.m.–8 p.m. U.S. Eastern Time, excluding U.S. federal holidays. Alpha Nodus aims to acknowledge all new tickets within one business day and will supply periodic updates until resolution or workaround.
• Customer Cooperation. Customer will reasonably assist Alpha Nodus’s investigation by supplying requested logs, screenshots, test cases, or remote access. Failure to provide requested information within seven (7) days of Alpha Nodus’s request may result in ticket closure.
• Ticket Closure. A ticket will be deemed resolved—and Alpha Nodus may close it without further liability—if (i) a documented workaround or fix is delivered and Customer does not respond within seven (7) days, (ii) Customer confirms resolution, or (iii) Alpha Nodus determines in good faith that the reported issue falls within the Exclusions below or has no material impact on the Services.
• Exclusions. Support and uptime commitments do not apply to issues arising from: (a) force‑majeure events or other factors outside Alpha Nodus’s reasonable control (e.g., natural disasters, government actions, Internet backbone outages); (b) third‑party hardware, software, or networks not controlled by Alpha Nodus; (c) misuse, abuse, or unauthorized alterations of the Services by Customer or a third party; or (d) scheduled maintenance announced at least 24 hours in advance.

ARTIFICIAL INTELLIGENCE

• AI Features. Customer acknowledges and agrees that the Services may include features that utilize advanced artificial intelligence, machine learning, and other forms of automation developed by Alpha Nodus or its licensors (“AI Features”). AI Features are designed to assist with administrative workflows, including but not limited to, prior authorization processing, document intake, patient scheduling, and related healthcare operations. AI Features are made available to enhance and support human decision-making and administrative efficiency, and are not intended to substitute for professional judgment or human oversight. Use of AI Features by Customer is voluntary. Customer may enable or disable AI Features at the administrative level through functionality provided within the Services.
• AI Output. Outputs generated, transmitted, or otherwise made available through AI Features (“AI Outputs”) are provided for informational and operational assistance purposes only. Alpha Nodus makes no representation or warranty regarding the accuracy, reliability, completeness, or suitability of any AI Outputs. Customer acknowledges that:
  • (a) AI Outputs may vary for the same inputs across different sessions,
  • (b) AI Outputs may not be suitable for Customer’s particular use case without independent verification.
• Use of Customer Data in AI. Alpha Nodus shall not use Customer Data, including any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), to train or improve any artificial intelligence or machine learning models unless (i) expressly authorized in writing by Customer, and (ii) such data is de-identified in accordance with HIPAA de-identification standards. The parties acknowledge and agree that use of Customer Data shall at all times remain subject to the terms of the Business Associate Agreement executed between the Parties and Alpha Nodus’s Privacy Policy.
• Aggregated and De-Identified Data. As an extension of Alpha Nodus’s commitments under the foregoing paragraph regarding the use of Customer Data in AI, Alpha Nodus may collect, use, and disclose data derived from Customer’s use of the Services, including AI Features, provided such data is aggregated and/or de-identified in accordance with applicable law and does not identify Customer or any individual, directly or indirectly. Such aggregated and de-identified data may be used solely for the purposes of enhancing, developing, and improving the Services and AI Features, including model training, performance optimization, and product analytics. Alpha Nodus shall ensure that any such data is handled in accordance with applicable privacy laws, and its use shall not override the restrictions on PHI and Customer Data stated above.
• Limitation of Liability for AI Features. Alpha Nodus shall have no liability for any damages, losses, or claims arising out of or in connection with Customer’s or any Authorized User’s use or reliance on AI Outputs. Use of AI Features is at Customer’s sole risk. The disclaimers and limitations set forth in this Section are in addition to, and not in lieu of, the disclaimers and limitations of liability provided elsewhere in this Agreement, including but not limited to Section LIMITATIONS OF LIABILITY

RESPONSIBILITIES AND RESTRICTIONS

• Implementation responsibilities. Customer acknowledges that its timely cooperation and performance of the responsibilities set forth in this Section are essential to Alpha Nodus’s ability to deliver the Services. Accordingly, Customer shall, at its sole cost and expense:
  • Infrastructure and Access. Provide and maintain all required network infrastructure and secure access (e.g., VPN connectivity) necessary for Alpha Nodus to deliver the Services, including proper configuration of Customer’s internal information systems
  • System Credentials and Permissions. Grant Alpha Nodus timely and appropriate access to all information systems, benefit manager portals, and software environments with sufficient permissions to perform the Services.
  • Third-Party Integration Coordination. Work directly with any third-party vendors, including EMR or Information System providers, to request and establish required interfaces or integrations. Customer is solely responsible for obtaining any necessary licenses, consents, or technical support, and for covering any associated fees imposed by third-party vendors.
  • Data Accuracy. Customer represents, warrants, and covenants that all information, records, documentation, and data provided to Alpha Nodus shall be complete, accurate, and truthful, and supported by appropriate medical or administrative records as required under applicable law. Customer shall be solely responsible for the accuracy and completeness of such materials. Customer agrees to defend, indemnify, and hold harmless Alpha Nodus from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s breach of the foregoing obligations or any resulting audit, investigation, or third-party claim.
  • Compliance Obligations. Securing all necessary patient authorizations, consents, and legal approvals required under HIPAA and other applicable laws to permit Alpha Nodus to access and use Customer’s data and systems.
  • Authorization and Consents. Customer hereby authorizes Alpha Nodus to access, use, retrieve, and transmit any information, data, or documentation as necessary to perform the Services. Customer shall be solely responsible, both administratively and financially, for obtaining and maintaining all third-party consents, licenses, authorizations, and approvals required to allow Alpha Nodus to access and use Customer’s information systems, third-party software products, and any data governed by applicable law or contractual obligation. Customer represents and warrants that all such consents and authorizations required under applicable law or agreement have been obtained and shall remain in effect for the duration of this Agreement.
  • Operational Support. Cooperating with Alpha Nodus during implementation and throughout the Term, including the timely provision of internal process documentation, training resources, and access to relevant personnel.
  • Customer acknowledge and agree that Alpha Nodus shall not be liable for any delay or failure in the performance of the Services arising from (i) Customer’s delay or failure to provide necessary access, information, or cooperation; (ii) the provision of inaccurate, incomplete, or outdated data or documentation by Customer; or (iii) Alpha Nodus’s inability to access Customer’s systems or any third-party system required to perform the Services. Customer shall reimburse Alpha Nodus for any reasonable costs incurred as a result of the foregoing. No service credits, penalties, or remedies shall apply in such cases.
• Prohibited Uses. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Alpha Nodus or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Alpha Nodus hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

FEES AND PAYMENT

• Subscription Fees. Customer shall pay the subscription fees set forth in the applicable Order Form (“Subscription Fees”). Unless the Order Form expressly provides otherwise, (a) Subscription Fees are billed and payable in advance on the first calendar day of each month for the Services to be rendered during that month and (b) all Subscription Fees are non‑cancellable and non‑refundable.
• Implementation Fees. Any fees for implementation, configuration, integration, training, or other professional services (“Implementation Fees”) shall be detailed in a Statement of Work (“SOW”) that is expressly incorporated by reference into the applicable Order Form. Unless the Order Form or SOW specifies an alternative milestone or installment schedule, all Implementation Fees are due and payable in full upon execution of the Order Form.
• Billing Commencement. Notwithstanding the Effective Date of this Agreement, billing for the Services shall commence on the Billing Start Date as specified in the applicable Order Form (“Billing Start Date”). The Billing Start Date may differ from the Effective Date, and the Customer's payment obligations shall begin accordingly.
• Overage Fees. If Customer’s actual usage of the Services exceeds the usage limits, capacity, or volumes specified in the Order Form, Customer shall pay overage fees at Alpha Nodus’s then‑current list rates (or such other rates expressly stated in the Order Form). Overage Fees will be invoiced monthly in arrears.
• Payment Method; Invoicing. (a) Customer shall maintain at all times during the Term a valid credit card, ACH authorization, or other payment method acceptable to Alpha Nodus (“Payment Method”) and authorizes Alpha Nodus to charge such Payment Method for all fees as they come due. (b) Alpha Nodus will issue invoices electronically through the Services portal or via email. Except as expressly set forth in an Order Form or SOW, all invoices are due and payable within thirty (30) days of the invoice date.
• Taxes. All fees are exclusive of any sales, use, value‑added, withholding, or similar taxes, duties, or assessments (“Taxes”). Customer is responsible for all Taxes imposed on the transactions contemplated by this Agreement, excluding Taxes based on Alpha Nodus’s net income, franchise, or employment obligations.
• Price Changes. Fees are firm for the Initial Service Term. Alpha Nodus may modify its fees for any Renewal Term by providing written notice to Customer at least thirty (30) days prior to the commencement of such Renewal Term.
• Discounts and Promotions. Any promotional pricing or discounts set forth in the Order Form apply only for the period expressly stated therein. Upon expiration of such period (including any Renewal Term, unless the Order Form specifically extends the discount), fees automatically revert to Alpha Nodus’s standard list pricing.
• Payment Disputes. Customer must notify Alpha Nodus in writing of any good‑faith dispute regarding an invoice within thirty (30) days of the invoice date and shall pay all undisputed amounts when due. The Parties will cooperate in good faith to resolve any disputed amounts within sixty (60) days after Alpha Nodus’s receipt of notice.
• Late Payments; Suspension. Any undisputed amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full. If any undisputed payment is more than sixty (60) days overdue, Alpha Nodus may, upon prior written notice to Customer, suspend the Services (or any portion thereof) until all past‑due amounts and applicable interest are paid.
• Statement of Work. Each SOW shall (a) reference this Agreement and the applicable Order Form, (b) describe the scope of implementation or other professional services, (c) identify any milestones, acceptance criteria, and delivery timelines, and (d) restate the Implementation Fees and the corresponding payment schedule. In the event of any conflict between an SOW and this Agreement, the terms of the SOW shall govern solely with respect to the services described therein.

TERM AND TERMINATION

• Term. The Term of this Agreement shall commence on the Effective Date, as defined in the applicable Order Form. If a ramp-up period is provided, the Order Form shall specify a discounted period of service (the “Ramp-Up”) beginning on the Effective Date and continuing for the duration set forth in the Order Form, during which the Services shall be provided at the discounted rates specified therein. Upon completion of the Ramp-Up, or immediately upon the Effective Date if no Ramp-Up is specified, the Agreement shall continue for the period specified in the Order Form as the “Initial Service Term.”
• Renewal. Unless otherwise stated in the applicable Order Form, this Agreement shall automatically renew for successive periods equal in length to the Initial Service Term (each, a “Renewal Term”) unless either Party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then Initial Service Term. Each Renewal Term shall be non-cancellable and shall continue for its full duration unless otherwise agreed in writing by the Parties.
• Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice of the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (c) upon Customer’s non-payment of Fees more than sixty (60) days past the invoice date.
• Non-Cancellation. Except as expressly permitted under Termination for Cause section, Customer’s obligation to pay all Subscription Fees, Implementation Fees, Overage Charges, and any other amounts specified in the applicable Order Form is non‑cancellable and unconditional throughout the Initial Service Term and any Renewal Term—regardless of (i) Customer’s actual usage of the Services or (ii) any suspension or early termination of the Services. If this Agreement or an Order Form terminates for any reason other than Alpha Nodus’s uncured material breach, all remaining fees for the then‑current term accelerate and become immediately due and payable.
• Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights and licenses granted under this Agreement shall immediately terminate; (ii) Customer shall immediately cease all access to and use of the Services; and (iii) Customer shall remain liable for all undisputed amounts due and payable, including the full fees for the Initial Service Term and any active Renewal Term.
• Survival. The following provisions shall survive any expiration or termination of this Agreement: Confidentiality, Proprietary Rights and Ownership, Representations, Warranty and Disclaimer, Indemnity, Limitations of Liability, Fees and Payment Terms, and any other provisions that by their nature are intended to survive termination.

CONFIDENTIALITY, PROPRIETARY RIGHTS AND OWNERSHIP

• Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Alpha Nodus includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Alpha Nodus to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
• Ownership. Alpha Nodus shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services and the Implementation Services or support, (c) any data that is derived from the use of the Services that does not directly or indirectly identify Customer, or any natural person and includes, but not limited to, volumes, frequencies, and service performance data, and (d) all intellectual property rights related to any of the foregoing. Customer shall own all right, title and interest in and to the Customer Data.
• Notwithstanding anything to the contrary, Alpha Nodus shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Alpha Nodus will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Alpha Nodus offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
• HIPAA Compliance. In the event Customer Data contains Protected Health Information (“PHI”) as such term is defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”) and regulations promulgated thereunder, Customer affirms that the disclosure to and use of such Customer Data by Alpha Nodus is hereby permitted. The Parties agree to comply with the provisions of the Business Associate Agreement between the Parties. Alpha Nodus shall be directly responsible for compliance with the privacy and security requirements applicable solely to Alpha Nodus’s systems and processes regarding the PHI.
• Privacy and Security Practices. Alpha Nodus operates the Services and handles Customer Data, pursuant to the privacy policy available at https://www.alphanodus.com/privacy (the“Privacy Policy”). Alpha Nodus's current security and data protection practices are set forth at https://www.alphanodus.com/security (the“Security Statement”).

REPRESENTATIONS, WARRANTY AND DISCLAIMER

• Authority. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
• Warranties. During the Term of this Agreement, Alpha Nodus shall use reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Alpha Nodus or by third-party providers, or because of other causes beyond Alpha Nodus’s reasonable control, but Alpha Nodus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
• Disclaimer. ALPHA NODUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND ALPHA NODUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

INDEMNITY

• Indemnification by Alpha Nodus. Alpha Nodus shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Alpha Nodus is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Alpha Nodus will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Alpha Nodus, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Alpha Nodus, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Alpha Nodus to be infringing, Alpha Nodus may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
• Indemnification by Customer. Customer agrees to defend, hold harmless and indemnify Alpha Nodus from and against any and all claims, actions, or demands, including attorney’s fees, arising from Customer’s acts or omissions under this Agreement

LIMITATIONS OF LIABILITY

• NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ALPHA NODUS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ALPHA NODUS’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ALPHA NODUS FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ALPHA NODUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

• Entire Agreement. This Agreement and applicable Order Form(s) constitutes the entire agreement, and supersedes all prior agreements between Alpha Nodus and Customer regarding the subject matter hereof.
• Assignment. Either party may, without consent of the other Party, assign this Agreement to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all such Party’s assets provided that (a) the other Party is provided prior notice of such assignment and (b) any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
• Severability. If any provision of this Agreement is held by a court as competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
• Publicity and Marketing. Alpha Nodus may use Customer’s name, logo and trademarks solely to identify Customer as a client of Alpha Nodus on Alpha Nodus’s marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Alpha Nodus. Alpha Nodus may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Alpha Nodus will never disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information without explicit consent from the Customer.
• Relationship of the Parties. The Parties are independent contractors. This Agreement does not create partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
• Notices. All notices provided by Alpha Nodus to Customer under this Agreement may be delivered in writing by electronic mail to the electronic mail address provided for Customer’s Billing Email. Customer must give notice to Alpha Nodus in writing by electronic mail to legal@alphanodus.com
• Governing Law, Jurisdiction, Venue. This Agreement shall be governed exclusively by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement or the access to or use of the Services shall be resolved exclusively in the state and federal courts located in the State of Delaware. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of these Delaware courts and expressly waives any objection thereto, including objections based on inconvenient forum.