By accessing, registering for, purchasing, initiating, or using any ALCE Consulting LLC product, platform, service, software, scan, report, website, application, dashboard, API, tool, automation, consulting service, or related offering, collectively referred to as the "Services," including by checking a box indicating "I Agree," clicking to accept, submitting information, initiating a scan, completing checkout, accessing a report, creating an account, or continuing to access or use the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, all applicable Product Addenda, and the ALCE Consulting LLC Privacy Policy, each of which is incorporated into these Terms by reference.
If you are accepting these Terms on behalf of a company, agency, organization, client, employer, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. In that case, the terms "you" and "Customer" refer to that entity. If you do not have such authority, you may not access, purchase, initiate, or use the Services on behalf of that entity.
ALCE may modify these Terms from time to time. Where required by applicable law, ALCE will provide reasonable notice of material changes. Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms.
"Services" means all software, platforms, applications, tools, scans, reports, agents, APIs, dashboards, automations, consulting services, advisory services, implementation services, documentation, features, and related offerings made available by ALCE Consulting LLC, whether currently available or developed in the future.
"Customer Data" means any data, files, content, domains, URLs, inputs, prompts, queries, documents, credentials intentionally submitted for authorized processing, configurations, datasets, business information, technical information, or other information submitted, transmitted, uploaded, entered, provided, or otherwise made available by you to the Services.
"Output" means any data, results, reports, dashboards, summaries, analyses, recommendations, findings, scores, grades, exports, charts, models, or other materials generated by or through the Services based on Customer Data, system processing, automation, or third-party processing.
"Product Addendum" means any product-specific addendum, service-specific terms, order form, or other supplemental terms made available by ALCE in connection with a specific ALCE product or service and incorporated into these Terms by reference upon Customer's acceptance of, purchase of, access to, initiation of, or use of the applicable product or service.
"Subscription" means a recurring or fixed-term paid plan that provides access to one or more Services for a defined period.
"One-Time Service" means a Service purchased, initiated, or delivered on a one-time, non-recurring basis, including one-time scans, one-time reports, one-time analyses, one-time audits, one-time assessments, or other non-recurring products.
"ALCE IP" means all intellectual property owned or controlled by ALCE, including without limitation all software, source code, algorithms, artificial intelligence systems, scan engines, scoring methods, data processing frameworks, methodologies, system designs, interfaces, templates, playbooks, reports, formats, layouts, dashboards, automations, tools, scripts, documentation, know-how, and derivative works.
"Derived Data" means data, metadata, insights, analytics, measurements, indicators, telemetry, statistical outputs, performance metrics, security signals, or technical information generated from Customer Data, Output, or use of the Services, provided such data does not identify Customer, identify any individual, disclose Customer's confidential information, or contain Customer Data or Output in its original or reasonably re-identifiable form.
"Aggregated Data" means data combined from multiple users, customers, scans, reports, systems, workflows, or sources in a manner that does not identify Customer, identify any individual, disclose Customer's confidential information, or contain Customer Data or Output in its original or reasonably re-identifiable form.
"Enterprise Client" means an organization or individual that subscribes to, purchases, accesses, configures, administers, or uses an enterprise-tier ALCE Service, including Optimus Enterprise, and that may add domains, manage authorized domain scope, invite Vendors, access dashboards, receive reports, receive alerts, or review monitoring results through the applicable Service.
"Vendor" means a third party invited by an Enterprise Client to authorize, submit, confirm, or permit scanning of a designated domain through an ALCE vendor invite workflow.
"Insurance Evidence Use" means any use of an ALCE Output, report, scan result, monitoring record, dashboard, evidence package, or related material in connection with cyber insurance applications, underwriting, renewal, claim support, claim disputes, premium negotiation, control validation, security questionnaires, vendor due diligence, customer due diligence, audits, certifications, or similar third-party review processes.
Certain ALCE products or services may be governed by a Product Addendum. Product Addenda are incorporated into these Terms by reference upon Customer's acceptance of, purchase of, access to, initiation of, or use of the applicable product or service. In the event of a conflict between these Terms and a Product Addendum, the Product Addendum controls solely with respect to the applicable product or service and only to the extent of the conflict.
Certain enterprise-tier ALCE Services, including Optimus Enterprise, use Ghost-powered automated scan functionality as part of enterprise subscription, dashboard, continuous monitoring, vendor assessment, supply-chain security, CVE intelligence, and report-management workflows. All scans initiated through Optimus Enterprise are subject to the Ghost Product Addendum unless expressly modified by the applicable enterprise Product Addendum.
Enterprise Clients and Vendors each independently agree to these Terms, the Privacy Policy, the Ghost Product Addendum, and any applicable enterprise Product Addendum when accessing or using the applicable Service. The Enterprise Client's agreement does not substitute for the Vendor's independent agreement, and the Vendor's agreement does not substitute for the Enterprise Client's agreement. Each party is separately bound by the terms applicable to its use of the Service.
For enterprise-tier Services, ALCE may restrict scans to an Authorized Domain Scope designated by the Enterprise Client, verified through an authorized domain management workflow, or locked to a Vendor Invite. Vendors cannot add, remove, modify, expand, or substitute the Designated Domain associated with a Vendor Invite. ALCE may use technical safeguards such as ACL enforcement, invite tokens, single-use links, DNS verification, domain pre-fill, domain matching, public-IP validation, account controls, server-side validation, authorization checkboxes, acceptance logs, rate limits, manual review, and other controls to reduce unauthorized scanning risk.
By accepting a Vendor Invite, submitting or confirming a Designated Domain, authorizing a scan, or completing a vendor scan workflow, Vendor acknowledges and agrees that scan results, report summaries, scores, grades, finding counts, risk indicators, completion status, report delivery status, and related metadata may be made available to the Enterprise Client that initiated the invite through dashboards, email notifications, exports, reports, or other product workflows. ALCE is not responsible for any Enterprise Client decision, vendor-management action, procurement decision, contract action, remediation demand, suspension, termination, reputational consequence, business impact, or third-party dispute arising from an Enterprise Client's use, interpretation, disclosure, or reliance on Vendor scan results.
Enterprise monitoring features are scheduled, periodic, automated, and informational. They are not real-time monitoring, managed detection and response, security operations center coverage, threat hunting, penetration testing, incident response, emergency alerting, forensic investigation, compliance certification, or guaranteed change detection unless expressly agreed in a separate written agreement signed or accepted by ALCE. CVE alerts, technology indicators, security alerts, scores, grades, and findings are automated informational outputs and may include false positives, false negatives, incomplete matches, outdated references, missed technologies, incorrect technology fingerprints, reopened alerts, duplicate alerts, or findings that require human validation.
Customer acknowledges that ALCE Outputs, including Ghost-powered reports, Optimus Enterprise reports, monitoring records, dashboard summaries, evidence packages, scores, grades, finding counts, CVE alerts, and related materials may be used by Customer as informational support for cyber insurance, vendor-risk, audit-support, customer due-diligence, compliance-support, or security-questionnaire purposes only. ALCE does not represent, warrant, certify, or guarantee that any Output is sufficient, appropriate, accurate, complete, accepted, or fit for any insurer, underwriter, broker, regulator, auditor, customer, vendor, lender, contractual counterparty, or other third party. Before using any Output for Insurance Evidence Use or any compliance-support purpose, Customer is solely responsible for independently determining whether the Output is appropriate for that purpose and consulting qualified legal, insurance, compliance, risk, or cybersecurity professionals where appropriate.
ALCE may update, modify, suspend, replace, limit, or discontinue features, Modules, workflows, interfaces, security controls, scan methods, processing logic, third-party providers, integrations, pricing pages, report formats, user interfaces, and other aspects of the Services from time to time. Where required by applicable law, ALCE will provide reasonable notice of material changes that materially reduce Customer's rights or materially affect Customer's paid access to an active Subscription.
ALCE may discontinue a Service, Module, feature, workflow, Beta Service, free product, One-Time Service, limited-access product, integration, provider connection, or product offering at any time. For active paid Subscriptions, ALCE will use commercially reasonable efforts to provide reasonable advance notice of material discontinuation where practicable. If ALCE permanently discontinues a paid Subscription Service before the end of a prepaid Subscription term for reasons within ALCE's reasonable control and not due to Customer breach, non-payment, abuse, or other Customer fault, ALCE may offer a prorated credit or refund of prepaid unused fees as the sole and exclusive remedy for such discontinuation.
Customer agrees to use the Services only for lawful purposes and in accordance with these Terms, applicable Product Addenda, applicable law, and applicable third-party terms. Customer shall not:
ALCE may impose restrictions, rate limits, verification requirements, manual review processes, access suspensions, permanent terminations, or other protective measures at any time to protect ALCE, customers, third parties, infrastructure, and the public. ALCE may report suspected unauthorized activity to appropriate authorities and cooperate with legal process.
You retain ownership of Customer Data submitted to the Services. By submitting Customer Data to the Services, you grant ALCE a limited, non-exclusive, royalty-free right to process, store, transmit, and use Customer Data as necessary to provide, operate, secure, maintain, support, troubleshoot, deliver, and enforce the applicable Service, generate Outputs, deliver reports, process payment, prevent fraud and abuse, comply with law, respond to legal requests, resolve disputes, and perform obligations under these Terms, applicable Product Addenda, and applicable agreements.
ALCE does not sell Customer Data or Output to third parties for independent commercial purposes. ALCE does not use Customer Data or Output in its original or reasonably identifiable form to train artificial intelligence models, improve algorithms, develop unrelated products, or for purposes unrelated to providing, securing, maintaining, supporting, or improving the reliability and operation of the Services, unless otherwise expressly agreed in writing or permitted by the applicable Product Addendum.
ALCE may use Aggregated Data, Derived Data, operational telemetry, security signals, system performance data, error logs, usage metrics, abuse-prevention data, or de-identified data to improve and develop the Services, provided such data does not identify Customer, identify any individual, disclose Customer's confidential information, or contain Customer Data in its original or reasonably re-identifiable form.
You represent and warrant that you have all necessary rights, permissions, authority, notices, consents, contracts, and legal basis to provide Customer Data to ALCE and to request the applicable Services. You must not submit sensitive credentials, classified information, regulated data, personal information of individuals under eighteen (18), or prohibited data types unless expressly authorized by ALCE under a separate written agreement.
Certain ALCE Services, where enabled, may use third-party artificial intelligence systems, language model providers, automated processing systems, or AI-assisted workflows to generate system responses, assist with natural language query functionality, summarize information, support automated analysis, classify information, assist with report generation, improve user experience, or provide product functionality. Not all ALCE Services use third-party AI processing.
AI-generated Outputs are automated and may be incomplete, incorrect, outdated, biased, or unsuitable for specific purposes. Customer is responsible for independently validating all AI-generated Outputs before relying on them, making business decisions, or taking action. ALCE Outputs, including AI-assisted Outputs, do not constitute legal, compliance, financial, regulatory, or professional cybersecurity advice.
ALCE does not use Customer Data in its original or reasonably identifiable form to train third-party artificial intelligence models unless expressly agreed in writing or expressly disclosed in an applicable Product Addendum. ALCE uses commercially reasonable efforts to engage AI providers under terms that restrict use of transmitted data to providing the requested functionality to ALCE.
ALCE retains all right, title, and interest in and to ALCE IP, including all software, source code, object code, algorithms, artificial intelligence systems, prompts, prompt architectures, workflows, scan engines, scoring methods, data processing frameworks, methodologies, system designs, interfaces, templates, playbooks, reports, formats, layouts, dashboards, automations, tools, scripts, documentation, know-how, business processes, technical processes, improvements, enhancements, and derivative works. Nothing in these Terms transfers any right, title, or interest in ALCE IP to Customer.
You retain ownership of Customer Data. Subject to compliance with these Terms, ALCE grants you a limited, non-exclusive, non-transferable right to access and use the Services and applicable Outputs as described in these Terms and the applicable Product Addendum. No other license is granted by implication, estoppel, or otherwise.
If you provide feedback, suggestions, bug reports, feature requests, ideas, or other communications about the Services, ALCE may use such feedback freely and without compensation, restriction, or obligation. You grant ALCE a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, worldwide license to use, reproduce, modify, create derivative works from, and otherwise exploit any such feedback for any purpose related to ALCE's business, products, services, and operations.
Each party agrees to protect the other party's confidential information using at least the same care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure without restriction; (c) is rightfully received from a third party without restriction; (d) is independently developed without use of or reference to the other party's Confidential Information; or (e) is required to be disclosed by applicable law, court order, or governmental authority, provided the receiving party provides reasonable advance notice to the disclosing party where legally permitted.
ALCE will treat non-public Ghost Reports and Optimus outputs as Customer confidential information during the period they are retained, except as necessary to operate the Services, deliver Reports, use service providers, process payments, prevent abuse, investigate misuse, improve security, comply with law, respond to legal process, enforce terms, or defend against claims.
Customer agrees to pay all fees associated with the Services purchased, initiated, or used by Customer. All fees are quoted and payable in U.S. dollars unless otherwise stated. Prices are exclusive of applicable taxes unless stated otherwise. Customer is responsible for all applicable taxes, duties, governmental charges, and similar assessments, excluding taxes based on ALCE's income.
Payment for One-Time Services is due at the time of purchase or initiation. Payment for Subscriptions is due at the beginning of each applicable billing period. Payment is processed by Stripe, Inc. or another payment processor designated by ALCE. ALCE does not store full payment card information.
For Subscriptions, Customer authorizes ALCE and its payment processor to charge the designated payment method on a recurring basis for the applicable fees, applicable taxes, and other charges associated with the active Subscription Plan. Subscription fees are non-refundable except as expressly stated in the applicable Product Addendum or required by applicable law.
ALCE may change Subscription pricing from time to time. ALCE will provide reasonable advance notice of pricing changes to active Subscribers as described in these Terms. Continued use of the Service after a pricing change becomes effective constitutes acceptance of the new pricing.
ALCE may suspend or terminate access to the Services for non-payment, failed payment, payment dispute, chargeback, suspected fraud, violation of these Terms, violation of applicable Product Addenda, abuse, unauthorized use, provider complaint, legal risk, security risk, or other legitimate reason as described in Section 11.
If Customer believes a charge is incorrect, Customer must contact ALCE at legal@alceconsulting.tech within thirty (30) days of the charge to dispute it. ALCE will investigate billing disputes in good faith. Initiating a chargeback or payment dispute with Customer's financial institution without first contacting ALCE to resolve the dispute is a breach of these Terms and may result in immediate suspension or termination of access to the Services, refusal of future service, and recovery of any disputed amounts plus associated costs.
ALCE reserves the right to dispute any chargeback and to provide transaction records, authorization records, acceptance records, terms-version records, payment metadata, usage records, delivery records, and other relevant information to the payment processor, financial institution, card network, or applicable authority in connection with any chargeback or payment dispute.
ALCE may suspend or terminate Customer's access to all or part of the Services immediately and without prior notice where ALCE reasonably determines that: Customer has breached or is breaching these Terms, any applicable Product Addendum, or any applicable agreement; Customer's use of the Services creates legal, security, provider, abuse, payment, operational, or public-safety risk; Customer has provided false or misleading information to ALCE; Customer has failed to pay amounts due; Customer has initiated a chargeback or payment dispute in bad faith; Customer's account has been compromised or is being used fraudulently; a provider, payment processor, or regulatory authority requires suspension or termination; or suspension or termination is required by applicable law or legal process.
Customer may terminate a Subscription at any time by canceling through the applicable account management interface. Upon cancellation, access continues through the end of the then-current billing period. Post-cancellation data deletion schedules are described in the applicable Product Addendum.
Termination of access does not affect any rights or obligations that accrued prior to termination. Provisions of these Terms that by their nature should survive termination will survive, including without limitation intellectual property ownership, confidentiality, limitation of liability, indemnification, dispute resolution, and governing law.
Nothing in these Terms limits liability to the extent such liability cannot be limited under applicable law, including the Texas Deceptive Trade Practices Act. Customer acknowledges that ALCE offers the Services based on the disclaimers, limitations of liability, risk allocations, and Customer responsibilities stated in these Terms and applicable Product Addenda, and that ALCE would not offer the Services on the same terms without these limitations.
Customer agrees to indemnify, defend, and hold harmless ALCE Consulting LLC and its members, officers, managers, employees, contractors, agents, affiliates, representatives, successors, and assigns from and against any and all claims, liabilities, damages, fines, penalties, losses, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) Customer's use of the Services in violation of these Terms, any applicable Product Addendum, or applicable law; (b) Customer's submission of any domain, data, content, or information that Customer did not have legal authority to submit or process; (c) Customer's violation of any applicable law, regulation, contract, policy, or third-party right in connection with the Services; (d) any third-party claim arising from Customer's initiation, authorization, or direction of any scan, assessment, report, or other Service; (e) Customer's disclosure, publication, misuse, or distribution of any ALCE Output; (f) any inaccurate, false, incomplete, or misleading representation made by Customer regarding authorization, ownership, authority, identity, permitted use, or payment; or (g) Customer's failure to obtain required permission from any hosting provider, CDN provider, managed service provider, security provider, SaaS provider, employer, client, vendor, or other third party.
ALCE will provide Customer with reasonable notice of any indemnifiable claim, allow Customer to control the defense where appropriate, and reasonably cooperate at Customer's expense. Customer may not settle any claim in a manner that imposes liability, admission of fault, operational restriction, payment obligation, injunctive obligation, reputational harm, or other burden on ALCE without ALCE's prior written consent.
Except for claims that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Product Addendum, or any ALCE Output, including any question regarding its existence, validity, breach, termination, enforcement, or interpretation, shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, rather than in court.
The arbitration shall be conducted in Texas, unless the parties agree otherwise. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act and applicable statutes of limitations. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You may opt out of arbitration by sending written notice to legal@alceconsulting.tech within thirty (30) days of first agreeing to these Terms. The opt-out notice must state that you do not agree to this arbitration agreement and must include your name and the email address or account information associated with your use of the Services. If you opt out of arbitration, disputes will be resolved in court as described in Section 17.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in Section 15.
For disputes not subject to arbitration, or if the arbitration agreement in Section 15 is found unenforceable, the parties consent to the exclusive jurisdiction of the state and federal courts located in Texas and waive any objection to the exercise of personal jurisdiction by such courts and to venue in such courts.
ALCE respects intellectual property rights. If you believe that content available through the Services infringes your copyright, please send a written notice to legal@alceconsulting.tech containing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and its location; (d) your address, telephone number, and email address; (e) a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
ALCE's collection, use, processing, storage, sharing, retention, and protection of personal information is governed by the ALCE Consulting LLC Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have been provided notice of the practices described in the Privacy Policy. You are responsible for reviewing the Privacy Policy before using the Services. The Privacy Policy may be updated from time to time. Continued use of the Services after a Privacy Policy update constitutes acknowledgment of the updated practices.
By providing an email address to ALCE, you consent to receive transactional, security, legal, payment, report delivery, account, and service-related communications from ALCE at that email address. ALCE may also send limited communications about ALCE's own products, features, launch status, security updates, service updates, availability notices, waitlist opportunities, and related ALCE services where permitted by applicable law.
You may opt out of non-transactional marketing communications at any time by contacting privacy@alceconsulting.tech or using the unsubscribe mechanism included in such communications. ALCE will honor opt-out requests for marketing communications within ten (10) business days of receipt. Transactional, security, legal, payment, report delivery, account, and service-related communications may still be sent where necessary to provide, secure, operate, or administer the Services.
The Services may contain links to, integrations with, or references to third-party websites, platforms, services, applications, tools, APIs, payment processors, email delivery providers, infrastructure providers, cloud providers, security providers, data sources, certificate transparency services, vulnerability databases, analytics providers, and other third-party services. ALCE is not responsible for the content, accuracy, privacy practices, security practices, terms, availability, or conduct of any third-party website or service. Links, integrations, or references to third-party services do not constitute an endorsement by ALCE of those services or their providers.
Your use of any third-party website or service is at your own risk and is governed by the applicable third-party terms and privacy policies. ALCE encourages you to review the terms and privacy policies of any third-party website or service you access in connection with the Services.
Entire Agreement. These Terms, together with the Privacy Policy, all applicable Product Addenda, and any separately negotiated written agreement accepted by ALCE, constitute the entire agreement between you and ALCE with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.
Waiver. ALCE's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of ALCE to be effective.
Assignment. Customer may not assign or transfer these Terms, or any rights or obligations under these Terms, without ALCE's prior written consent. ALCE may assign or transfer these Terms, or any rights or obligations under these Terms, without Customer's consent in connection with a merger, acquisition, financing, corporate reorganization, sale of equity, sale of assets, change of control, or similar transaction. Any attempted assignment in violation of this provision is void.
Force Majeure. ALCE shall not be liable for any delay or failure in performance resulting from causes beyond ALCE's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, regulatory action, labor disputes, internet or telecommunications failures, power failures, cyberattacks, security incidents, third-party service failures, or other circumstances beyond ALCE's reasonable control.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except as expressly stated in these Terms or a Product Addendum.
ALCE may modify these Terms from time to time. Where required by applicable law, ALCE will provide reasonable notice of material changes. For existing users, updated Terms become effective thirty (30) days after reasonable notice is provided, or upon your next login, purchase, renewal, scan initiation, checkout, report access, or other affirmative product action after the updated Terms are made available, whichever occurs first, unless a shorter period is required for legal compliance, security, fraud prevention, abuse prevention, provider compliance, or operational protection.
Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to updated Terms, you must stop using the Services before the updated Terms become effective. Material changes to these Terms will not retroactively apply to completed One-Time Service transactions unless required by applicable law or expressly agreed by Customer and ALCE.