1. Acceptance of these Terms
These Terms of Use (the "Terms") are a binding agreement between you and Alliance Optimal, LLC, a New Mexico limited liability company ("Alliance Optimal," "we," "us," or "our"), governing your access to and use of allianceoptimal.com and any page that links to these Terms (together, the "Site").
By accessing or using the Site, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Site. If you use the Site on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" includes that organization.
PLEASE READ SECTION 14 CAREFULLY. IT REQUIRES MOST DISPUTES BETWEEN YOU AND ALLIANCE OPTIMAL TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT AS DESCRIBED IN THAT SECTION.
2. Eligibility
You must be at least 18 years old, and of legal age to form a binding contract where you live, to use the Site. By using the Site, you represent that you meet these requirements and that you are not barred from using the Site under applicable law.
3. The Site is informational only
The Site provides general information about Alliance Optimal and the product engineering, software development, AI, security, web, DevOps, custom portal, and data platform services we offer. Nothing on the Site is an offer to provide services, an offer to contract, or a binding quotation, and nothing on the Site creates any obligation for us to provide services to you.
Any services we provide are governed solely by a separate written agreement signed by Alliance Optimal and the client, such as a master services agreement, statement of work, or signed proposal (a "Services Agreement"). If anything on the Site or in these Terms conflicts with a Services Agreement, the Services Agreement controls. Descriptions of services, capabilities, processes, technologies, and availability on the Site may change at any time without notice.
4. No professional relationship; information you send us
Using the Site, contacting us, or submitting the contact form does not create a client, advisory, fiduciary, partnership, agency, employment, or other professional relationship between you and Alliance Optimal. Such a relationship arises only under a signed Services Agreement.
Information you send us through the contact form or by email before a non-disclosure agreement or Services Agreement is signed is not confidential and creates no obligation on our part, including no obligation to respond, to keep the information confidential, or to refrain from developing or offering products or services that are similar to anything you describe. Please do not send us trade secrets, proprietary information, or other information you consider confidential until a written non-disclosure agreement is signed. We handle personal information you send us as described in our Privacy Policy.
5. Intellectual property
The Site and all of its content, including text, graphics, images, illustrations, animations, designs, layouts, logos, software, code, and the selection and arrangement of these materials (together, "Site Content"), are owned by Alliance Optimal or licensed to us, and are protected by copyright, trademark, and other intellectual property laws. "Alliance Optimal," our logos, and other names, marks, and trade dress on the Site are trademarks of Alliance Optimal or their respective owners. Third-party names and marks on the Site belong to their owners, and their appearance does not imply endorsement or affiliation unless expressly stated.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Site for your personal or internal business purpose of learning about Alliance Optimal and its services. All rights not expressly granted are reserved. Without our prior written permission, you may not copy, reproduce, modify, distribute, publicly display, sell, license, frame, mirror, or create derivative works from any Site Content, except that your browser may make temporary copies as part of viewing the Site.
You may not use any robot, spider, scraper, crawler, or other automated means to access, copy, or collect Site Content or data from the Site, and you may not use Site Content to train, fine-tune, evaluate, or otherwise develop any artificial intelligence or machine learning model or system, or to build any dataset, except that general-purpose search engines may index the Site for the sole purpose of displaying search results in accordance with our robots.txt file.
6. Acceptable use
You agree not to, and not to help anyone else to:
- use the Site in violation of any applicable law or regulation, or to infringe or misappropriate anyone's rights;
- submit false, misleading, fraudulent, harassing, threatening, defamatory, obscene, or unlawful content, or impersonate any person or organization;
- send spam, unsolicited advertising, chain messages, or bulk or automated submissions through the contact form or otherwise;
- upload or transmit viruses, malware, or any other harmful code;
- probe, scan, or test the vulnerability of the Site or any related system, or breach or circumvent any security, authentication, rate limit, or access control measure, unless we have authorized the testing in writing;
- interfere with, disrupt, overload, or impair the Site or the servers and networks that provide it, including through denial-of-service attacks;
- decompile, reverse engineer, or attempt to derive source code from any part of the Site, except to the extent applicable law expressly permits it despite this restriction; or
- use the Site to develop or market a competing product or service by copying our content, design, or materials.
7. Feedback
If you send us ideas, suggestions, comments, or other feedback about the Site or our services ("Feedback"), you grant Alliance Optimal a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, copy, modify, disclose, and otherwise exploit that Feedback for any purpose, without compensation or attribution to you. You are not required to send us Feedback. This license does not apply to information that is subject to a signed non-disclosure agreement or Services Agreement, which governs that information instead.
8. Third-party links and services
The Site may contain links to, or content from, third-party websites and services, and the Site uses third-party services such as hosting, analytics, and advertising providers. We do not control and are not responsible for any third-party website, service, content, product, or practice, and a link does not imply our endorsement. Your use of any third-party website or service is at your own risk and is governed by that third party's terms and policies.
9. Case studies, portfolio, and results
Case studies, portfolio descriptions, project examples, statistics, testimonials, and similar materials on the Site are provided for illustration only. They describe particular projects under particular circumstances, may be simplified or anonymized to protect client confidentiality, and are not a promise or prediction of the results you will achieve. Results vary with each project's scope, requirements, timeline, budget, and many factors outside our control. We do not guarantee any outcome, timeline, cost, or price based on anything stated on the Site. Any commitments about outcomes, timelines, or pricing exist only if they are stated in a signed Services Agreement.
10. Privacy
Our collection and use of personal information in connection with the Site is described in our Privacy Policy, which is incorporated into these Terms by reference.
11. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ALLIANCE OPTIMAL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, ALLIANCE OPTIMAL DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVERS THAT PROVIDE IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY SITE CONTENT IS ACCURATE, COMPLETE, OR CURRENT. SITE CONTENT IS GENERAL INFORMATION AND IS NOT PROFESSIONAL, TECHNICAL, LEGAL, FINANCIAL, OR SECURITY ADVICE FOR YOUR PARTICULAR SITUATION. YOU USE THE SITE AT YOUR OWN RISK.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions above may not apply to you. In that case, those warranties are limited to the minimum scope and duration permitted by applicable law.
12. Limitation of liability
EXCEPT WHERE PROHIBITED BY LAW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALLIANCE OPTIMAL OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS (THE "ALLIANCE OPTIMAL PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SITE, SITE CONTENT, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF AN ALLIANCE OPTIMAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT WHERE PROHIBITED BY LAW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE ALLIANCE OPTIMAL PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, SITE CONTENT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS (US$100) OR THE AMOUNTS YOU PAID TO ALLIANCE OPTIMAL FOR USE OF THE SITE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. BECAUSE THE SITE IS PROVIDED FREE OF CHARGE, THE AMOUNT YOU HAVE PAID FOR USE OF THE SITE IS ZERO.
These limitations apply even if a remedy fails of its essential purpose, and they reflect a reasonable allocation of risk between you and Alliance Optimal for a website provided free of charge. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence, where the law does not permit such exclusion or limitation. These Terms do not limit or change any liability provisions in a Services Agreement, which govern the services provided under it.
13. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Alliance Optimal Parties from and against any claims, demands, actions, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) brought by a third party or a government authority and arising out of or relating to: (a) your use or misuse of the Site; (b) your breach of these Terms; (c) your violation of any law or of the rights of any third party; or (d) any content or information you submit to us. This obligation does not apply to the extent a claim results from the negligence or willful misconduct of an Alliance Optimal Party. We may assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense. You may not settle any such matter without our prior written consent.
14. Dispute resolution: binding arbitration and class action waiver
14.1 Informal resolution first
Before starting an arbitration or court proceeding, a party must first send the other a written notice describing the dispute and the relief requested. Notices to us go to hello@allianceoptimal.com; notices to you go to the email address we have for you. The parties will try in good faith to resolve the dispute informally for 30 days after the notice is received. Any applicable limitation period is paused during this 30-day period.
14.2 Agreement to arbitrate
Except as provided in Section 14.4, you and Alliance Optimal agree that any dispute, claim, or controversy arising out of or relating to the Site, Site Content, these Terms, or your dealings with us through the Site, including their formation, interpretation, breach, termination, enforceability, or validity (each, a "Dispute"), will be resolved exclusively by final and binding arbitration on an individual basis. The arbitrator, and not any court, has exclusive authority to resolve any question about the scope, interpretation, applicability, or enforceability of this Section 14, except that a court decides questions about the validity and effect of the class action waiver in Section 14.5 and about whether a claim is subject to Section 14.4. This Section 14 does not apply to disputes arising under a Services Agreement, which are governed by that agreement.
14.3 Arbitration rules, seat, and fees
The arbitration will be administered by the American Arbitration Association ("AAA"). If you are an individual using the Site for personal purposes, the AAA Consumer Arbitration Rules apply. In all other cases, the AAA Commercial Arbitration Rules apply. The applicable rules are available at adr.org. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Albuquerque, New Mexico. Where the applicable AAA rules so provide, an individual may elect to have any hearing conducted by video or telephone, or in the county where the individual lives, or to have the arbitration decided on written submissions. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA rules, and where those rules or applicable law require Alliance Optimal to pay fees for an individual, we will do so. The arbitrator may award any individual relief that a court could award under applicable law and these Terms, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 14.
14.4 Exceptions
Either party may (a) bring an individual claim in a small claims court of competent jurisdiction, so long as the claim remains in that court and is pursued only on an individual basis; and (b) seek temporary, preliminary, or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, or other intellectual property rights, or unauthorized access to or interference with the Site. Where applicable law does not allow a claim for public injunctive relief to be arbitrated, that claim will be severed and decided by a court after the arbitration of all other claims, and the court proceeding on that claim will be stayed until the arbitration is complete.
14.5 Class action waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ALLIANCE OPTIMAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
If a court finally determines that this class action waiver is unenforceable as to any claim, then that claim (and only that claim) will be severed from the arbitration and may proceed only in the courts described in Section 16, and it will not be arbitrated on a class, collective, or representative basis.
14.6 Jury trial waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ALLIANCE OPTIMAL EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE SITE, SITE CONTENT, OR THESE TERMS, INCLUDING ANY CLAIM THAT PROCEEDS IN COURT RATHER THAN IN ARBITRATION.
14.7 Your right to opt out
You may opt out of the agreement to arbitrate in this Section 14 by emailing hello@allianceoptimal.com within 30 days after you first use the Site, with the subject line "Arbitration Opt-Out," your full name, and a clear statement that you opt out of arbitration. If you opt out, Sections 14.2 through 14.5 do not apply to you, but the rest of these Terms, including the jury trial waiver in Section 14.6 and the governing law and venue provisions in Section 16, continue to apply. Opting out does not affect any other arbitration agreement you have with us.
14.8 Severability of this Section
Except as stated in Section 14.5, if any part of this Section 14 is found unenforceable, that part will be severed and the remainder of this Section 14 will be enforced.
15. Time limit to bring claims
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to the Site, Site Content, or these Terms must be filed within one year after the claim or cause of action arises, or it is permanently barred. If applicable law does not permit this period, the claim must be filed within the shortest period that applicable law permits.
16. Governing law and venue
These Terms and any Dispute are governed by the laws of the State of New Mexico, without regard to its conflict of laws rules, except that Section 14 is governed by the Federal Arbitration Act. For any matter that is not subject to arbitration, including claims under the exceptions in Section 14.4 other than small claims, claims severed under Section 14.4 or 14.5, and claims by anyone who has opted out under Section 14.7, you and Alliance Optimal consent to the exclusive jurisdiction and venue of the state courts located in Bernalillo County, New Mexico, and the United States District Court for the District of New Mexico sitting in Albuquerque, and waive any objection based on inconvenient forum. Either party may seek to enforce an arbitration award or judgment in any court of competent jurisdiction. Nothing in this Section deprives you of the protection of any law of your place of residence that cannot be waived by contract.
17. Suspension and termination
We may suspend, restrict, or terminate your access to all or part of the Site at any time, with or without notice, for any reason or no reason, including if we believe you have violated these Terms. We may also change, suspend, or discontinue the Site or any part of it at any time without liability to you. Upon termination, the license in Section 5 ends and you must stop using the Site.
18. Changes to these Terms
We may update these Terms from time to time. When we do, we will post the updated version on this page and change the effective date and version number at the top. Updated Terms take effect when posted, and your continued use of the Site after that means you accept them. However, changes to these Terms will not apply to any Dispute of which we had actual notice before the change was posted. If we make a material change to Section 14, you may reject that change by emailing hello@allianceoptimal.com within 30 days after it is posted, in which case the prior version of Section 14 continues to apply to you.
19. General terms
Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and limited or reformed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
No waiver. Our failure or delay in enforcing any right or provision of these Terms is not a waiver of that right or provision. A waiver is effective only if it is in writing and signed by us.
Assignment. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempt to do so is void.
Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and Alliance Optimal regarding your use of the Site and supersede any prior understandings about that subject. They do not replace or modify any Services Agreement or non-disclosure agreement, which govern their own subject matter.
Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of the internet, utilities, hosting, or other third-party services, cyberattacks, or power outages.
Notices. We may give you notices by email to the address you have provided to us or by posting them on the Site. You may give us notices by email to hello@allianceoptimal.com. Notices by email are effective when sent, unless the sender receives notice that the email was not delivered.
Relationship and interpretation. No agency, partnership, joint venture, or employment relationship is created by these Terms. Headings are for convenience only. The words "including" and "includes" mean "including without limitation." No provision of these Terms will be construed against a party because that party prepared it.
Survival. Sections 4, 5, 7, and 9 through 19, and any other provision that by its nature should survive, survive any termination of these Terms or of your access to the Site.
20. Contact us
Questions about these Terms may be sent to Alliance Optimal, LLC at hello@allianceoptimal.com.